DREYFUS NEW YORK TAX EXEMPT BOND FUND INC /NEW/
485BPOS, 1996-09-30
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                                                           File Nos. 2-83429
                                                                    811-3726

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [ X ]

     Pre-Effective Amendment No.                                       [  ]
   

     Post-Effective Amendment No. 21                                   [ X ]
    


                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        [ X ]
   

     Amendment No. 21                                                  [ X ]
    



                      (Check appropriate box or boxes.)

                 DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
             (Exact Name of Registrant as Specified in Charter)


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


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

                            Mark N. Jacobs, Esq.
                               200 Park Avenue
                          New York, New York 10166
                   (Name and Address of Agent for Service)


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

           immediately upon filing pursuant to paragraph (b)
     ----
      X    on October 1, 1996 pursuant to paragraph (b)
     ----
           60 days after filing pursuant to paragraph (a)(i)
     ----
           on     (date)      pursuant to paragraph (a)(i)
     ----
           75 days after filing pursuant to paragraph (a)(ii)
     ----
           on     (date)      pursuant to paragraph (a)(ii) of Rule 485
     ----
    

If appropriate, check the following box:

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

     Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940.  Registrant's Rule 24f-2 Notice for the
fiscal year ended May 31, 1996 was filed on or about July 25, 1996.
    



                 DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
                Cross-Reference Sheet Pursuant to Rule 495(a)


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

   1           Cover Page                                     Cover

   2           Synopsis                                       4

   3           Condensed Financial Information                4

   4           General Description of Registrant              7

   5           Management of the Fund                         12

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

   6           Capital Stock and Other Securities             23

   7           Purchase of Securities Being Offered           13

   8           Redemption or Repurchase                       18

   9           Pending Legal Proceedings                      *


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

   10          Cover Page                                     Cover

   11          Table of Contents                              Cover

   12          General Information and History                *

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-14

   15          Control Persons and Principal                  B-17
               Holders of Securities

   16          Investment Advisory and Other                  B-18
               Services

_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.


                 DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
          Cross-Reference Sheet Pursuant to Rule 495(a) (continued)


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

   17          Brokerage Allocation                           B-29

   18          Capital Stock and Other Securities             B-27

   19          Purchase, Redemption and Pricing               B-20, B-23
               of Securities Being Offered                    B-28

   20          Tax Status                                     *

   21          Underwriters                                   B-20

   22          Calculations of Performance Data               B-31

   23          Financial Statements                           B-55


Items in
Part C of
Form N-1A
_________

   24          Financial Statements and Exhibits              C-1

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

   26          Number of Holders of Securities                C-3

   27          Indemnification                                C-3

   28          Business and Other Connections of              C-4
               Investment Adviser

   29          Principal Underwriters                         C-10

   30          Location of Accounts and Records               C-13

   31          Management Services                            C-13

   32          Undertakings                                   C-13


_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.


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

COMBINED PROSPECTUS                                            OCTOBER 1, 1996
    

                       DREYFUS NEW YORK TAX EXEMPT FUNDS
- ------------------------------------------------------------------------------
   

        Each of Dreyfus New York Tax Exempt Money Market Fund, Dreyfus New
York Tax Exempt Intermediate Bond Fund and Dreyfus New York Tax Exempt Bond
Fund, Inc. (each, a "Fund" and collectively, the "Funds") is an open-end,
non-diversified, management investment company, known as a mutual fund. The
investment objective of each Fund is to provide you with as high a level of
current income exempt from Federal, New York State and New York City income
taxes as is consistent with the preservation of capital and, for the money
market fund only, the maintenance of liquidity. Each Fund pursues its
objective by investing in a portfolio of New York Municipal Obligations. The
Funds differ in average portfolio maturity and quality, which in turn affects
their level of income and degree of share price fluctuation.
    

DREYFUS NEW YORK TAX EXEMPT MONEY MARKET FUND (the "MONEY MARKET FUND") is a
money market fund that seeks to maintain a stable share price of $1.00. AN
INVESTMENT IN THE MONEY MARKET FUND iS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUND WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. SINCE THE MONEY
MARKET FUND MAY INVEST A SIGNIFICANT PERCENTAGE OF ITS ASSETS IN A SINGLE
ISSUER, AN INVESTMENT IN THE FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS
IN CERTAIN OTHER TYPES OF MONEY MARKET FUNDS.
DREYFUS NEW YORK TAX EXEMPT INTERMEDIATE BOND FUND (the "INTERMEDIATE BOND
FUND") seeks to provide you with a higher level of tax-free income than the
Money Market Fund, and greater price stability than the Bond Fund. The
dollar-weighted average maturity of its portfolio ranges between three and
ten years.
DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC. (the "BOND FUND") seeks to
provide you with a higher level of tax-free income than the Intermediate Bond
Fund. Its price per share should be expected to fluctuate more than the
Intermediate Bond Fund's price per share. Its portfolio investments are not
limited by maturity.
        EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER THREE INVESTMENT CHOICES IN ONE DOCUMENT.
        You can invest, reinvest or redeem shares at any time without charge
or penalty imposed by your Fund.
        Each Fund provides free redemption checks, which you can use in
amounts of $500 or more for cash or to pay bills. You continue to earn income
on the amount of the check until it clears. You can purchase or redeem shares
by telephone using Dreyfus TELETRANSFER.
        The Dreyfus Corporation professionally manages each Fund's portfolio.
   
    

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

        The Statement of Additional Information, dated October 1, 1996, which
may be revised from time to time, provides a further discussion of certain
areas in this Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange Commission and
is incorporated herein by reference. The Securities and Exchange Commission
maintains a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and other
information regarding the Funds. For a free copy of the Statement of
Additional Information, write to the Funds at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-645-6561. When telephoning, ask
for Operator 144.
    

        MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. THE NET
ASSET VALUE OF BOND MUTUAL FUNDS WILL FLUCTUATE FROM TIME TO TIME.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

                               TABLE OF CONTENTS
                                                                         Page
ANNUAL FUND OPERATING EXPENSES.....                                        4
CONDENSED FINANCIAL INFORMATION....                                        4
PERFORMANCE INFORMATION............                                        6
DESCRIPTION OF THE FUNDS...........                                        7
MANAGEMENT OF THE FUNDS............                                       12
HOW TO BUY SHARES..................                                       13
SHAREHOLDER SERVICES...............                                       16
HOW TO REDEEM SHARES...............                                       18
SERVICE PLAN AND SHAREHOLDER SERVICES PLANS                               21
DIVIDENDS, DISTRIBUTIONS AND TAXES                                        21
GENERAL INFORMATION................                                       23
APPENDIX...........................                                       25
                                   Page 2

                    [This Page Intentionally Left Blank]
                                   Page 3

                          ANNUAL FUND OPERATING EXPENSES
                   (as a percentage of average daily net assets)

<TABLE>                                                                                           Money          Interm.
                                                                                           Market          Bond         Bond
                                                                                           Fund            Fund         Fund
                                                                                         --------        --------      -------
<S>                                                                                        <C>              <C>          <C>
    Management Fees.........................................................                .50%            .60%         .60%
    12b-1 Fees (distribution and servicing).................................                None            .25%         None
    Other Expenses .........................................................                .14%            .11%         .11%
    Total Fund Operating Expenses...........................................                .64%            .96%         .71%
EXAMPLE:
    You would pay the following expenses on a $1,000 investment in each Fund,
    assuming (1) 5% annual return and (2) redemption at the end of each period:
   

                                                                                           Money          Interm.
                                                                                           Market          Bond         Bond
                                                                                           Fund            Fund         Fund
                                                                                         --------        --------      -------
    1 YEAR .................................................................               $  7            $ 10         $  7
    3 YEARS ................................................................               $ 20            $ 31         $ 23
    5 YEARS ................................................................               $ 36            $ 53         $ 40
    10 YEARS ...............................................................               $ 80            $118         $ 88
</TABLE>
    

- ------------------------------------------------------------------------------
        THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, EACH FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
        The purpose of the foregoing table is to assist you in understanding
the costs and expenses borne by a Fund, the payment of which will reduce
investors' annual returns. Long-term investors in the INTERMEDIATE BOND FUND
could pay more in 12b-1 fees than the economic equivalent of paying a
front-end sales charge. The information in the foregoing table does not
reflect any fee waivers or expense reimbursement arrangements that may be in
effect. Certain Service Agents (as defined below) may charge their clients
directly for effecting transactions in Fund shares; such fees are not
reflected in the foregoing table. See "Management of the Funds" and, as
applicable, "Service Plan and Shareholder Services Plans."
                        CONDENSED FINANCIAL INFORMATION
        The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
                                   Page 4

                              FINANCIAL HIGHLIGHTS
MONEY MARKET FUND -- Contained below is per share operating performance data
for a share of Beneficial Interest outstanding, total investment return,
ratios to average net assets and other supplemental data for each year
indicated. This information has been derived from the MONEY MARKET FUND'S
financial statements.
<TABLE>
   


                                                                     Year Ended May 31,
                                                 --------------------------------------------------------------------------------
                                                   1988(1)  1989     1990     1991     1992     1993     1994     1995     1996
                                                   ------  ------   ------   ------   ------   ------   ------   ------   ------
<S>                                               <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
PER SHARE DATA:
  Net asset value, beginning of year...........   $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00
                                                   ------  ------   ------   ------   ------   ------   ------   ------   ------
  Investment Operations;
  Investment income-net........................     .042     .050     .052     .046     .032     .019     .017     .027     .030
                                                   ------  ------   ------   ------   ------   ------   ------   ------   ------
  Distributions;
  Dividends from investment income-net.........   (.042)    (.050)   (.052)   (.046)   (.032)   (.019)   (.017)   (.027)   (.030)
                                                   ------  ------   ------   ------   ------   ------   ------   ------   ------
  Net asset value, end of year.................   $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00
                                                   ======  ======   ======   ======   ======   ======   ======   ======   ======
TOTAL INVESTMENT RETURN                              4.38%(2) 5.10%    5.35%    4.68%    3.26%    1.87%    1.69%    2.76%    3.05%
RATIOS / SUPPLEMENTAL DATA:
  Ratio of expenses to average net assets......     .24%(2)  .58%     .64%     .61%     .64%     .67%     .68%     .68%     .64%
  Ratio of net investment income
  to average net assets........................    4.32%(2) 5.00%    5.21%    4.59%    3.22%    1.86%    1.68%    2.71%    3.00%
  Decrease reflected in above expense ratios due to
  undertakings by The Dreyfus Corporation......     .43%(2)  .03%      --       --       --       --       --       --       --
  Net Assets, end of year (000's omitted)......  $385,931 $444,491 $539,472 $478,040 $418,763 $379,816 $343,964 $317,840 $298,768
(1)From June 9, 1987 (commencement of operations) to May 31, 1988.
(2)Annualized basis.
</TABLE>
    

                             FINANCIAL HIGHLIGHTS
INTERMEDIATE BOND FUND -- Contained below is per share operating performance
data for a share of Beneficial Interest outstanding, total investment return,
ratios to average net assets and other supplemental data for each year
indicated. This information has been derived from the INTERMEDIATE BOND FUND'S
financial statements.
<TABLE>
   

                                                                                Year Ended May 31,
                                    ----------------------------------------------------------------------------------------------
                                      1988(1)    1989       1990       1991       1992       1993       1994       1995      1996
PER SHARE DATA:
                                     ------     ------     ------     ------     ------     ------     ------     ------    ------
 <S>                                <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>      <C>

  Net asset value,
   beginning of year..............  $16.50     $16.19     $16.53     $16.41     $16.73     $17.22     $18.06     $17.71    $18.05
                                     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Investment Operations:
  Investment income-net............   1.02       1.10       1.11       1.07       1.01        .94        .88        .86       .85
  Net realized and unrealized gain
   (loss) on investments...........   (.31)       .34       (.12)       .38        .57        .94       (.31)       .34      (.22)
                                     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Total from Investment Operations..   .71       1.44        .99       1.45       1.58       1.88        .57       1.20       .63
                                     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Distributions:
  Dividends from investment
   income-net......................  (1.02)     (1.10)     (1.11)     (1.07)     (1.01)      (.93)      (.89)      (.86)     (.85)
  Dividends from net realized gain
   on investments..................     --         --         --       (.06)      (.08)      (.11)      (.03)        --        --
                                     ------     ------     ------     ------     ------     ------     ------     ------    ------
  TOTAL DISTRIBUTIONS.............   (1.02)     (1.10)     (1.11)     (1.13)     (1.09)     (1.04)      (.92)      (.86)     (.85)
                                     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Net asset value, end of year....  $16.19     $16.53     $16.41     $16.73     $17.22     $18.06     $17.71     $18.05    $17.83
                                     ======     ======     ======     ======     ======     ======     ======     ======    ======
TOTAL INVESTMENT RETURN..............   4.63%(2)   9.25%      6.19%      9.13%      9.72%     11.22%      3.11%      7.04%     3.52%
RATIOS / SUPPLEMENTAL DATA:
  Ratio of expenses to average
   net assets......................     --        .24%       .30%       .60%       .85%       .85%       .89%       .96%      .84%
  Ratio of net investment
   income to average
   net assets.......................  6.58%(2)   6.80%      6.75%      6.48%      5.95%      5.25%      4.81%      4.91%     4.69%
  Decrease reflected in above expense ratios
   due to undertakings by The Dreyfus
   Corporation (limited to the expense
   limitation provision of the
   Management Agreement).........     1.50%(2)   1.10%       .84%       .44%       .18%       .15%       .08%        --       .12%
  Portfolio Turnover Rate........     1.47%(3)   6.99%     37.97%     56.43%     28.51%     17.05%     20.19%     29.78%    47.48%
  Net Assets, end of year
   (000's omitted)...............  $25,073    $57,918    $93,572   $112,868   $173,835   $318,139   $392,143   $359,199  $365,148
(1)From June 12, 1987 (commencement of operations) to May 31, 1988.
(2)Annualized basis.
(3)Not annualized.
</TABLE>
    

                                       Page 5

                                FINANCIAL HIGHLIGHTS
BOND FUND -- Contained below is per share operating performance data for a
share of Common Stock outstanding, total investment return, ratios to average
net assets and other supplemental data for each year indicated. This
information has been derived from the BOND FUND'S financial statements.
<TABLE>
   

                                                                    Year Ended May 31,
                         ---------------------------------------------------------------------------------------------------------
                           1987       1988       1989       1990       1991       1992       1993       1994       1995      1996
PER SHARE DATA:
                          ------     ------     ------     ------     ------     ------     ------     ------     ------    ------

<S>                         <C>        <C>        <C>        <C>        <C>        <C>       <C>         <C>        <C>       <C>
Net asset value,
   beginning of year...  $15.05     $14.73     $14.41     $14.92     $14.65     $14.89     $15.36     $16.06     $15.06    $15.19
                          ------     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Investment Operations:
  Investment income-net..  1.10       1.08       1.08       1.06       1.04       1.01        .95        .88        .84       .79
  Net realized and
  unrealized gain
  (loss) on investments..  (.32)      (.32)       .51       (.27)       .24        .47        .92       (.62)       .23      (.51)
                          ------     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Total from Investment
  Operations..........      .78        .76       1.59        .79       1.28       1.48       1.87        .26       1.07       .28
                          ------     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Distributions:
  Dividends from investment
   income-net             (1.10)     (1.08)     (1.08)     (1.06)     (1.04)     (1.01)      (.95)      (.89)     (.84)      (.79)
  Dividends from net realized
  gain on investments....    --         --        --          --         --         --       (.22)      (.37)      (.08)     (.04)
  Dividends in excess of
  net realized gain
   on investments....        --         --         --         --         --         --         --         --       (.02)        --
                          ------     ------     ------     ------     ------     ------     ------     ------     ------    ------
  TOTAL DISTRIBUTIONS.... (1.10)     (1.08)     (1.08)     (1.06)     (1.04)     (1.01)     (1.17)     (1.26)      (.94)     (.83)
                          ------     ------     ------     ------     ------     ------     ------     ------     ------    ------
  Net asset value,
   end of year           $14.73     $14.41     $14.92     $14.65     $14.89     $15.36     $16.06     $15.06     $15.19    $14.64
                          ======     ======     ======     ======     ======     ======     ======     ======     ======    ======
TOTAL INVESTMENT RETURN      4.99%      5.44%     11.39%      5.43%      9.06%     10.23%     12.63%      1.42%      7.55%     1.84%
RATIOS / SUPPLEMENTAL DATA:
  Ratio of expenses to
   average net assets       .71%       .72%       .69%       .70%       .70%       .69%       .70%       .71%       .72%      .71%
  Ratio of net investment
   income to average
   net assets.....         7.04%      7.41%      7.34%      7.12%      7.08%      6.69%      6.03%      5.49%      5.70%     5.24%
  Portfolio Turnover
   Rate                   37.54%     56.96%     37.83%     31.22%     26.19%     40.05%     51.20%     35.66%     49.03%    81.93%
  Net Assets, end of year
   (000's omitted)   $1,537,449 $1,463,109 $1,643,808 $1,681,206 $1,752,334 $1,897,988 $2,098,253 $1,941,233 $1,879,197 $1,698,678
</TABLE>
    

INTERMEDIATE BOND FUND AND BOND FUND ONLY -- Further information about the
performance of each of the INTERMEDIATE BOND FUND and BOND FUND (collectively,
the "LONGER TERM FUNDS") is contained in such Fund's respective annual report,
each of which may be obtained without charge by writing to the address or
calling the number set forth on the cover page of this Prospectus.
                             PERFORMANCE INFORMATION
MONEY MARKET FUND -- From time to time, the MONEY MARKET FUND advertises its
yield and effective yield. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield of the MONEY MARKET FUND
refers to the income generated by an investment in the Fund over a seven-day
period (which period will be stated in the advertisement). This income is
then annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the investment. The effective yield is
calculated similarly, but, when annualized, the income earned by an investment
in the Fund is assumed to be reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. The Fund's yield and effective yield may reflect absorbed
expenses pursuant to any undertakings that may be in effect. See "Management
of the Funds."
        Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to a stated
current yield as described above.
        Yield information is useful in reviewing the MONEY MARKET FUND'S
performance, but because yields will fluctuate, under certain conditions such
information may not provide a basis for comparison
                                       Page 6

with domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a different
method of computing yield.
   

        Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, N. Palm Beach, Fla.
33408, IBC Money Fund Reporttrademark, Morningstar, Inc. and other industry
publications.
    

INTERMEDIATE BOND FUND AND BOND FUND -- For purposes of advertising,
performance of the LONGER TERM FUNDS may be calculated on several bases,
including current yield, tax equivalent yield, average annual total return
and/or total return.
        Current yield of a LONGER TERM FUND refers to its annualized net
investment income per share over a 30-day period, expressed as a percentage of
the net asset value per share at the end of the period. For purposes of
calculating current yield, the amount of net investment income per share
during that 30-day period, computed in accordance with regulatory
requirements, is compounded by assuming it is reinvested at a constant rate
over a six-month period. An identical result is then assumed to have occurred
during a second six-month period which, when added to the result for the first
six months, provides an "annualized" yield for an entire one-year period.
Calculations of a LONGER TERM FUND'S current yield may reflect absorbed
expenses pursuant to any undertakings that may be in effect. See "Management
of the Funds."
        Tax equivalent yield is also calculated by determining the pre-tax
yield which, after being taxed at a stated rate, would be equivalent to a
stated current yield calculated as described above.
        Average annual total return for each LONGER TERM FUND is calculated
pursuant to a standardized formula which assumes that an investment in such
Fund was purchased with an initial payment of $1,000 and that the investment
was redeemed at the end of a stated period of time, after giving effect to
the reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded annual
basis, would result in the redeemable value of the investment at the end of
the period. Advertisements of a LONGER TERM FUND'S performance will include
its average annual total return for one, five and ten year periods, or for
shorter time periods depending upon the length of time during which it has
operated.
        Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
        Comparative performance information may be used from time to time in
advertising or marketing shares of the LONGER TERM FUNDS, including data from
CDA Investment Technologies, Inc., Lipper Analytical Services, Inc., Moody's
Bond Survey Bond Index, Lehman Brothers Municipal Bond Index, Morningstar,
Inc. and other industry publications.
ALL FUNDS -- Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
                            DESCRIPTION OF THE FUNDS
INVESTMENT OBJECTIVE
   

        The investment objective of each Fund is to provide you with as high
a level of current income exempt from Federal, New York State and New York
City income taxes as is consistent with the preservation of capital and, for
the MONEY MARKET FUND only, the maintenance of liquidity. Each Fund
                                       Page 7

invests primarily in the debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State and New York City income taxes (collectively, "New York Municipal
Obligations"). To the extent acceptable New York Municipal Obligations are at
any time unavailable for investment by any Fund, such Fund will invest
temporarily in other debt securities the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal, but not New York
State and New York City, income tax. The MONEY MARKET FUND invests primarily
in high-quality, short-term instruments. These securities may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value. The dollar-weighted average maturity of the INTERMEDIATE BOND
FUND'S portfolio ranges between three and ten years. The BOND FUND  invests
without regard to maturity. Each Fund's investment objective 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 its
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved.
    

MUNICIPAL OBLIGATIONS
        Debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal income tax ("Municipal
Obligations") generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds or notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest. The
LONGER TERM FUNDS may purchase Municipal Obligations with interest rates that
are determined by formulas under which the rate will change directly or
inversely to changes in interest rates or an index, or multiples thereof, in
many cases subject to a maximum and minimum. Certain Municipal Obligations
purchased by the LONGER TERM FUNDS are subject to redemption at a date
earlier than their stated maturity pursuant to call options, which may be
separated from the related Municipal Obligation and purchased and sold
separately.
MANAGEMENT POLICIES
   

        It is a fundamental policy of each Fund that it will invest at least
80% of the value of its respective net assets (except when maintaining a
temporary defensive position) in Municipal Obligations. Additionally, each
LONGER TERM FUND will invest at least 65% of the value of its net assets
(except when maintaining a temporary defensive position) in bonds, debentures
and other debt instruments. Generally, at least 65% of the value of each
Fund's net assets will be invested in New York Municipal Obligations and the
remainder may be invested in securities that are not New York Municipal
Obligations and therefore may be subject to New York State and New York City
income taxes. See "Investment Considerations and Risks_Investing in New York
Municipal Obligations" below, and "Dividends, Distributions and Taxes."
    
   

        MONEY MARKET FUND -- The MONEY MARKET FUND seeks to maintain a net
asset value of $1.00 per share for purchases and redemptions. To do so, the
MONEY MARKET FUND uses the amortized cost
                                       Page 8

method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized as follows. In accordance with
Rule 2a-7, the MONEY MARKET FUND will maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in U.S. dollar
denominated securities determined in accordance with procedures established
by the Fund's Board to present minimal credit risks and which are rated in
one of the two highest rating categories for debt obligations by at least two
nationally recognized statistical rating organizations (or one rating
organization if the instrument was rated only by one such organization) or,
if unrated, are of comparable quality as determined in accordance with
procedures established by its Board. The nationally recognized statistical
rating organizations currently rating investments of the type the Fund may
purchase are Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Ratings Group ("S&P") and Fitch Investors Service, L.P. ("Fitch") and their
rating criteria are described in "Appendix B" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement of
Additional Information. There can be no assurance that the MONEY MARKET FUND
will be able to maintain a stable net asset value of $1.00 per share.
    
   

        INTERMEDIATE BOND FUND AND BOND FUND -- At least 80% of the value of
each LONGER TERM FUND'S net assets must consist of Municipal Obligations
which, in the case of bonds, are rated no lower than Baa by Moody's or BBB by
S&P or Fitch. Each LONGER TERM FUND may invest up to 20% of the value of its
net assets in Municipal Obligations which, in the case of bonds, are rated
lower than Baa by Moody's and BBB by S&P and Fitch and as low as the lowest
rating assigned by Moody's, S&P or Fitch. Each LONGER TERM FUND may invest in
short-term Municipal Obligations which are rated in the two highest rating
categories by Moody's, S&P or Fitch. See "Appendix B" in the Statement of
Additional Information. Municipal Obligations rated BBB by S&P or Fitch or
Baa by Moody's are considered investment grade obligations; those rated BBB
by S&P and Fitch are regarded as having an adequate capacity to pay principal
and interest, while those rated Baa by Moody's are considered medium grade
obligations which lack outstanding investment characteristics and have
speculative characteristics. Investments rated Ba or lower by Moody's and BB
or lower by S&P and Fitch ordinarily provide higher yields but involve
greater risk because of their speculative characteristics. Although there is
no current intention of doing so, each LONGER TERM FUND may invest in
Municipal Obligations rated C by Moody's or D by S&P or Fitch, which is the
lowest rating assigned by such rating organizations and indicates that the
Municipal Obligation is in default and interest and/or repayment of principal
is in arrears. See "Investment Considerations and Risks_Lower Rated Bonds"
below for a further discussion of certain risks. Each LONGER TERM FUND also
may invest in securities which, while not rated, are determined by The
Dreyfus Corporation to be of comparable quality to the rated securities in
which such LONGER TERM FUND may invest; for purposes of the 80% requirement
described above, such unrated securities shall be deemed to have the rating
so determined. Each LONGER TERM FUND also may invest in Taxable Investments
of the quality described below under "Appendix--Certain Portfolio
Securities--Taxable Investments."
    
   
        The annual portfolio turnover rate for each LONGER TERM FUND is not
expected to exceed 100%. The LONGER TERM FUNDS may engage in various
investment techniques, such as options and futures transactions and lending
portfolio securities. Use of certain of these techniques may give rise to
taxable income. For a discussion of the investment techniques and their
related risks, see "Investment Considerations and Risks," "Appendix --
Investment Techniques" and "Dividends, Distributions and Taxes" and
"Investment Objective and Management Policies -- Management Policies" in the
Statement of Additional Information.
    

                                       Page 9
   


        ALL FUNDS -- From time to time, a Fund may invest more than 25% of
the value of its total assets in industrial development bonds which, although
issued by industrial development authorities, may be backed only by the
assets and revenues of the non-governmental users. Interest on Municipal
Obligations (including certain industrial development bonds) which are
specified private activity bonds, as defined in the Internal Revenue Code of
1986, as amended (the "Code"), issued after August 7, 1986, while exempt from
Federal income tax, is a preference item for the purpose of the alternative
minimum tax. Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the investment
company may be treated as such a preference item to shareholders. No Fund
will invest more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
    

INVESTMENT CONSIDERATIONS AND RISKS
   
GENERAL -- Even though interest-bearing securities are investments which
promise a stable stream of income, the prices of such securities are
inversely affected by changes in interest rates and, therefore, are subject
to the risk of market price fluctuations. Certain securities that may be
purchased by a LONGER TERM FUND, such as those with interest rates that
fluctuate directly or indirectly based on multiples of a stated index, are
designed to be highly sensitive to changes in interest rates and can subject
the holders thereof to extreme reductions of yield and possibly loss of
principal. The values of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the issuing entities.
Once the rating of a LONGER TERM FUND portfolio security has been changed,
the Fund will consider all circumstances deemed relevant in determining
whether to continue to hold the security. The MONEY MARKET FUND seeks to
maintain a stable $1.00 share price, while the net asset value of each LONGER
TERM FUND generally will not be stable and should fluctuate based upon
changes in the value of its respective portfolio securities. Securities in
which the LONGER TERM FUNDS invest may earn a higher level of current income
than certain shorter-term or higher quality securities which generally have
greater liquidity, less market risk and less fluctuation in market value.
    
   
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS -- You should consider carefully
the special risks inherent in investing in New York Municipal Obligations.
These risks result from the financial condition of New York State, certain of
its public bodies and municipalities, and New York City. Beginning in early
1975, New York State, New York City and other State entities faced serious
financial difficulties which jeopardized the credit standing and impaired the
borrowing abilities of such entities and contributed to high interest rates
on, and lower market prices for, debt obligations issued by them. A
recurrence of such financial difficulties or a failure of certain financial
recovery programs could result in defaults or declines in the market values
of various New York Municipal Obligations in which each Fund may invest. If
there should be a default or other financial crisis relating to New York
State, New York City, a State or City agency, or a State municipality, the
market value and marketability of outstanding New York Municipal Obligations
in a Fund's portfolio and the interest income to the Fund could be adversely
affected. Moreover, the national recession and the significant slowdown in
the New York and regional economies in the early 1990s added substantial
uncertainty to estimates of the State's tax revenues, which, in part, caused
the State to incur cash-basis operating deficits in the General Fund and
issue deficit notes during the fiscal periods 1989 through 1992. The State's
financial operations have improved, however, during recent fiscal years. For
its fiscal periods 1993 through 1996, the State recorded balanced budgets on
a cash basis, with substantial fund balances in the General Fund in fiscal
1992-93 and 1993-94 and smaller fund balances in fiscal 1994-95 and 1995-96.
There can be no assurance that New York will not face substantial potential
budget gaps in future years. In January 1992, Moody's lowered from A to Baa1
the ratings on certain appropriation-backed debt of New York State and its
agencies. The State's general
                                       Page 10

obligation, state guaranteed and New York State Local Government Assistance
Corporation bonds continued to be rated A by Moody's. In January 1992, S&P
lowered from A to A- its ratings of New York State general obligation bonds
and stated that it continued to assess the ratings outlook as negative. The
ratings of various agency debt, state moral obligations, contractual
obligations, lease purchase obligations and state guarantees also were
lowered. In February 1991, Moody's lowered its rating on New York City's
general obligation bonds from A to Baa1 and in July 1995, S&P lowered its
rating on such bonds from A- to BBB+. The rating changes reflected the rating
agencies' concerns about the financial condition of New York State and City,
the heavy debt load of the State and City, and economic uncertainties in the
region. You should obtain and review a copy of the Statement of Additional
Information which more fully sets forth these and other risk factors attendant
to an investment in each of the Funds.
    
INVESTING IN MUNICIPAL OBLIGATIONS -- Each Fund may invest more than 25% of
the value of its total assets in Municipal Obligations which are related in
such a way that an economic, business or political development or change
affecting one such security also would affect the other securities; for
example, securities the interest upon which is paid from revenues of similar
types of projects. As a result, each Fund may be subject to greater risk as
compared to funds that do not follow this practice.
        Certain municipal lease/purchase obligations in which a Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
        Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Funds and
thus reduce the available yield. Shareholders should consult their tax
advisers concerning the effect of these provisions on an investment in a
Fund. Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by a Fund so as to adversely affect its
shareholders, such Fund would reevaluate its investment objective and
policies and submit possible changes in its structure to shareholders for
their consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Funds would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
   

ZERO COUPON SECURITIES -- Each LONGER TERM FUND may invest in zero coupon
securities and pay-in-kind bonds (bonds which pay interest through the
issuance of additional bonds). Federal income tax law requires the holder of
a zero coupon security or of certain pay-in-kind bonds to accrue income with
respect to these securities prior to the receipt of cash payments. To
maintain its qualification as a regulated investment company and avoid
liability for Federal income taxes, each LONGER TERM FUND may be required to
distribute such income accrued with respect to these securities and may have
to dispose of portfolio securities under disadvantageous circumstances in
order to generate cash to satisfy these distribution requirements.
    
   
LOWER RATED BONDS _ Each LONGER TERM FUND may invest up to 20% of the value
of its net assets in higher yielding (and, therefore, higher risk) debt
securities, such as those rated Ba by Moody's or BB by S&P or Fitch or as low
as the lowest rating assigned by Moody's, S&P or Fitch (commonly known as
junk bonds). They may be subject to certain risks with respect to the issuing
entity and to greater market fluctuations than certain lower yielding, higher
rated fixed-income securities. The retail secondary market for
                                       Page 11

these bonds may be less liquid than that of higher rated bonds; adverse market
conditions could make it difficult at times for the Fund to sell certain
securities or could result in lower prices than those used in calculating the
Fund's net asset value. See "Appendix _ Certain Portfolio Securities _
Ratings."
    
   
USE OF DERIVATIVES -- Each LONGER TERM FUND may invest in derivatives
("Derivatives"). These are financial instruments which derive their
performance, at least in part, from the performance of an underlying asset,
index or interest rate. The Derivatives each LONGER TERM FUND may use include
options and futures. While Derivatives can be used effectively in furtherance
of the Fund's investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's portfolio and make more difficult the accurate
pricing of the Fund's portfolio. See "Appendix -- Investment Techniques --
Use of Derivatives" below, and "Investment Objective and Management Policies
- -- Management Policies -- Derivatives"in the Statement of Additional
Information.
    
   
NON-DIVERSIFIED STATUS -- The classification of each Fund as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally,  with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of each Fund's assets may be invested in the
securities of a limited number of issuers, the Fund's portfolio may be more
sensitive to changes in the market value of a single issuer. However, to meet
Federal tax requirements, at the close of each quarter the Fund may not have
more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
    
   
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
    

MANAGEMENT OF THE FUNDS
   

INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the investment
adviser to each Fund. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of August 31, 1996, The Dreyfus Corporation
managed or administered  approximately $81 billion in assets for more than
1.7 million investor accounts nationwide.
    
   
        The Dreyfus Corporation supervises and assists in the overall
management of the affairs of each Fund under a separate Management Agreement
with each Fund, subject to the authority of the Fund's Board, in accordance
with Massachusetts law, with respect to the MONEY MARKET FUND and INTERMEDIATE
 BOND FUND, or Maryland law, with respect to the BOND FUND. The primary
portfolio manager of the INTERMEDIATE BOND FUND and BOND FUND is Monica S.
Wieboldt. She has held that position since May 1987 for the INTERMEDIATE BOND
FUND and since May 1985 for the BOND FUND and has been employed by The
Dreyfus Corporation since November 1983. Each of these Fund's other portfolio
managers are identified in the Statement of Additional Information. The
Dreyfus Corporation also provides research services for each Fund and for
other funds advised by The Dreyfus Corporation through a professional staff
of portfolio managers and securities analysts.
    
   

        Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
    
   
        Under the terms of the respective Management Agreement, the MONEY
MARKET FUND and each LONGER TERM FUND have agreed to pay The Dreyfus
Corporation a monthly fee at the annual rate of .50 of 1% and .60 of 1%,
respectively, of the value of such Fund's average daily net assets. For the
fiscal year ended May 31, 1996, the MONEY MARKET FUND, INTERMEDIATE BOND FUND
and BOND FUND paid The Dreyfus Corporation a monthly management fee at the
annual rate of .50 of 1%, .48 of 1% and .60 of 1%, respectively, of the value
of such Fund's average daily net assets. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily assume certain
expenses of a Fund, which would have the effect of lowering that Fund's
expense ratio and increasing yield to investors. No Fund will pay The Dreyfus
Corporation at a later time for any amounts it may waive, nor will a Fund
reimburse The Dreyfus Corporation for any amounts it may assume.
    
   
        In allocating brokerage transactions for each Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds managed, advised or administered by
The Dreyfus Corporation as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.
    
   
        The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Funds. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
    
   

DISTRIBUTOR -- Each Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
    
   
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Transfer and Dividend Disbursing
Agent (the "Transfer Agent") for each Fund. The Bank of New York, 90
Washington Street, New York, New York 10286, is Custodian for each Fund.
    

                              HOW TO BUY SHARES
   
        Fund shares are sold through the Distributor or certain financial
institutions, securities dealers ("Selected Dealers") and other industry
professionals (collectively, "Service Agents") that have entered into service
agreements with the Distributor. Share certificates are issued only upon your
written request. No certificates are issued for fractional shares. It is not
recommended that any Fund be used as a vehicle for Keogh, IRA or other
qualified plans. Each Fund reserves the right to reject any purchase order.
    
        The minimum initial investment is $2,500, or $1,000 if you are a
client of a Service Agent which has made an aggregate minimum initial
purchase for its customers of $2,500. Subsequent investments must be at least
$100. The initial investment must be accompanied by the Account Application.
For full-time or part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus Corporation, Board
members of a fund advised by The Dreyfus Corporation, including members of a
Fund's Board, or the spouse or minor child of any of the foregoing, the
mini-
                                       Page 13

mum initial investment is $1,000. For full-time or part-time employees of
The Dreyfus Corporation or any of its affiliates or subsidiaries who elect to
have a portion of their pay directly deposited into their Fund account, the
minimum initial investment is $50. The Fund reserves the right to vary
further the initial and subsequent investment minimum requirements at any
time. Fund shares also are offered without regard to the minimum initial
investment requirements through Dreyfus-AUTOMATIC Asset BuilderRegistration
Mark, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings
Plan pursuant to the Dreyfus Step Program described under "Shareholder
Services." These services enable you to make regularly scheduled investments
and may provide you with a convenient way to invest for long-term financial
goals. You should be aware, however, that periodic investment plans do not
guarantee a profit and will not protect an investor against loss in a
declining market.
   

        You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds." Payments to open new accounts which are mailed
should be sent to The Dreyfus Family of Funds, P.O. Box 9387, Providence,
Rhode Island 02940-9387, together with your Account Application. For
subsequent investments, your Fund account number should appear on the check
and an investment slip should be enclosed and sent to The Dreyfus Family of
Funds, P.O. Box 105, Newark, New Jersey 07101-0105. Neither initial nor
subsequent investments should be made by third party check. Purchase orders
may be delivered in person only to a Dreyfus Financial Center. THESE ORDERS
WILL BE FORWARDED TO THE RELEVANT FUND AND WILL BE PROCESSED ONLY UPON RECEIPT
THEREBY. For the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General Information."
    

   

        Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds  may be
transmitted by wire to The Bank of New York (DDA #8900052007/DREYFUS NEW YORK
TAX EXEMPT MONEY MARKET FUND; or DDA #8900052236/DREYFUS NEW YORK TAX EXEMPT
INTERMEDIATE BOND FUND; or DDA #8900052422/DREYFUS NEW YORK TAX EXEMPT BOND
FUND, INC.), for purchase of Fund shares in your name. The wire must include
your Fund account number (for new accounts, your Taxpayer Identification
Number ("TIN") should be included instead), account registration and dealer
number, if applicable. If your initial purchase of Fund shares is by wire,
please call 1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on the Account
Application and promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is received. You
may obtain further information about remitting funds in this manner from your
bank. All payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be imposed if any
check used for investment in your account does not clear. Other purchase
procedures may be in effect for clients of certain Service Agents. Each Fund
makes available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.
    

        Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration, and
your Fund account number PRECEDED BY THE DIGITS "1111."
   

        Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus, and, to the extent permitted by applicable regulatory
authorities, may charge their clients direct fees for Servicing which would
be in addition to any amounts which might be received under the Service Plan
of the INTERMEDIATE BOND FUND. You should consult your Service Agent in this
regard.
    

                                      Page 14

        Shares of the MONEY MARKET FUND are sold on a continuous basis at the
net asset value per share next determined after an order in proper form and
Federal Funds (monies of member banks within the Federal Reserve System which
are held on deposit at a Federal Reserve Bank) are received by the Transfer
Agent. If you do not remit Federal Funds, your payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire or within two business days of receipt of a check drawn on a member
bank of the Federal Reserve System. Checks drawn on banks which are not
members of the Federal Reserve System may take considerably longer to convert
into Federal Funds. Prior to receipt of Federal Funds, your money will not be
invested.
        The MONEY MARKET FUND'S net asset value per share is determined as of
12:00 Noon, New York time, on each day that the New York Stock Exchange is
open for business. Net asset value per share is computed by dividing the
value of the MONEY MARKET FUND'S net assets (i.e., the value of its assets
less liabilities) by the total number of shares outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
        If your payments into the MONEY MARKET FUND are received in or
converted into Federal Funds by 12:00 Noon, New York time, by the Transfer
Agent, you will receive the dividend declared that day. If your payments are
received in or converted into Federal Funds after 12:00 Noon, New York time,
by the Transfer Agent, you will begin to accrue dividends on the following
business day.
        Qualified institutions may telephone orders for purchase of MONEY
MARKET FUND shares. These orders will become effective at the price
determined at 12:00 Noon, New York time, and the shares purchased will
receive the dividend on Fund shares declared on that day if the telephone
order is placed by 12:00 Noon, New York time, and Federal Funds are received
by 4:00 p.m., New York time, on that day.
        Shares of the LONGER TERM FUNDS are sold on a continuous basis at the
net asset value per share next determined after an order in proper form is
received by the Transfer Agent. Net asset value per share is determined as of
the close of trading on the floor of the New York Stock Exchange (currently
4:00 p.m., New York time), on each day that the New York Stock Exchange is
open for business. For purposes of determining the net asset value of each
LONGER TERM FUND, options and futures contracts will be valued 15 minutes
after the close of trading on the floor of the New York Stock Exchange.  Net
asset value per share is computed by dividing the value of the specific Fund's
net assets (i.e., the value of its assets less liabilities) by the total
number of shares outstanding. The investments of each LONGER TERM FUND are
valued by an independent pricing service approved by such Fund's Board, and
are valued at fair value as determined by the pricing service. The pricing
service's procedures are reviewed under the general supervision of the Board.
For further information regarding the methods employed in valuing each LONGER
TERM FUND'S investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
   

        Federal regulations require that you provide a certified TIN upon
opening or reopening a Fund account. See "Dividends, Distributions and Taxes"
and the Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service.
    
   
DREYFUS TELETRANSFER PRIVILEGE -- You may purchase shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the  Account Application or
have filed a Shareholder Services Form with the Transfer Agent. The proceeds
will be transferred between the bank account designated in one of these
documents and your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be so
designated. The Fund may modify or terminate this Privilege at any time or
charge a service fee upon notice to shareholders. No such fee currently is
contemplated.
    

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

                                     Page 15

                              SHAREHOLDER SERVICES
        The services and privileges described under this heading may not be
available to shareholders who are clients of certain Service Agents, and some
Service Agents may impose certain conditions on their clients which are
different from those described in this Prospectus. You should consult your
Service Agent in this regard.
FUND EXCHANGES -- You may purchase, in exchange for shares of a Fund, shares
of certain other funds managed or administered by The Dreyfus Corporation, to
the extent such shares are offered for sale in your state of residence. These
funds have different investment objectives which may be of interest to you.
If you desire to use this service, please call 1-800-645-6561 to determine if
it is available and whether any conditions are imposed on its use.
   

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

        Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares you are exchanging
were: (a) purchased with a sales load, (b) acquired by a previous exchange
from shares purchased with a sales load, or (c) acquired through reinvestment
of dividends or distributions paid with respect to the foregoing categories
of shares. To qualify, at the time of the exchange you must notify the
Transfer Agent or your Service Agent must notify the Distributor. Any such
qualification is subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged shareholders directly
in connection with exchanges, although each Fund reserves the right, upon not
less than 60 days' written notice, to charge its shareholders a nominal fee
in accordance with rules promulgated by the Securities and Exchange
Commission. Each Fund reserves the right to reject any exchange request in
whole or in part. The availability of Fund Exchanges may be modified or
terminated by each Fund at any time upon notice to its shareholders. See
"Dividends, Distributions and Taxes."
    
   
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of a Fund, in shares of other funds in the
Dreyfus Family of Funds of which you are a shareholder. The amount you
designate, which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged
                                     Page 16

automatically on the first and/or fifteenth of the month according to the
schedule you have selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect to exchanges
into funds sold with a sales load. See "Shareholder Services" in the
Statement of Additional Information. The right to exercise this Privilege may
be modified or cancelled by your Fund or the Transfer Agent. You may modify or
cancel your exercise of this Privilege at any time by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. Each Fund may charge a service fee for this Privilege. No
such fee currently is contemplated. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call toll free 1-800-645-6561. See "Dividends, Distributions
and Taxes."
    

DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark -- Dreyfus-AUTOMATIC Asset
Builder permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund shares
are purchased by transferring funds from the bank account designated by you.
At your option, the bank account designated by you will be debited in the
specified amount, and Fund shares will be purchased, once a month, on either
the first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish a Dreyfus-Automatic Asset
Builder account, you must file an authorization form with the Transfer Agent.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may cancel your participation in this Privilege or change the amount of
purchase at any time by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671, and the
notification will be effective three business days following receipt. Each
Fund may modify or terminate this Privilege at any time or charge a service
fee. No such fee currently is contemplated.
   

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

DREYFUS PAYROLL SAVINGS PLAN -- Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the Automated Clearing House system at each
pay period. To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return it to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may change the amount of purchase or cancel the authorization only by
written notification to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the relevant Fund,
the Transfer Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. Each Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated.
   

DREYFUS STEP PROGRAM -- Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-AUTOMATIC Asset Builder,
                                     Page 17

Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan.
To establish a Dreyfus Step Program account, you must supply the necessary
information on the Account Application and file the required authorization
form(s) with the Transfer Agent. For more information concerning this Program,
or to request the necessary authorization form(s), please call toll free
1-800-782-6620. You may terminate your participation in this Program at any
time by discontinuing your participation in Dreyfus-AUTOMATIC Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan,
as the case may be, as provided under the terms of such Privilege(s). Each
Fund may modify or terminate this Program at any time.
    

   
DREYFUS DIVIDEND OPTIONS _ Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by a Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder.  Shares of the other fund will be purchased at
the then-current net asset value; however, a sales load may be charged with
respect to investments in shares of a fund sold with a sales load. If you are
investing in a fund that charges a sales load, you may qualify for share prices
which do not include the sales load or which reflect a reduced sales load. If
you are investing in a fund that charges a contingent deferred sales charge,
the shares purchased will be subject on redemption to the contingent deferred
sales charge, if any, applicable to the purchased shares. See "Shareholder
Services" in the Statement of Additional Information. Dreyfus Dividend ACH
permits you to transfer electronically dividends or dividends and capital gain
distributions, if any, from a Fund to a designated bank account. Only an
account maintained at a domestic financial institution which is an Automated
Clearing House member may be so designated. Banks may charge a fee for this
service.
    
        For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a new
fund after cancellation, you must submit a new Dividend Options Form.
Enrollment in or cancellation of these privileges is effective three business
days following receipt of notification. These privileges are available only
for existing accounts and may not be used to open new accounts. Minimum
subsequent investments do not apply for Dreyfus Dividend Sweep. Each Fund may
modify or terminate these privileges at any time or charge a service fee. No
such fee currently is contemplated.
   

AUTOMATIC WITHDRAWAL PLAN _ The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. The Automatic Withdrawal Plan may be ended at any time by
you, your Fund or the Transfer Agent. Shares for which certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
    


                             HOW TO REDEEM SHARES
   

GENERAL
    

        You may request redemption of your shares in any of the Funds at any
time. Redemption requests should be transmitted to the Transfer Agent as
described below. When a request is received in proper form, your Fund will
redeem the shares at the next determined net asset value.
        No Fund imposes a charge when shares are redeemed. Service Agents may
charge their clients a nominal fee for effecting redemptions of Fund shares.
Any certificates representing Fund shares being redeemed must be submitted
with the redemption request. The value of the shares redeemed may be more or
less than their original cost, depending upon the respective Fund's
then-current net asset value.
        Each Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY
                                     Page 18

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

        You may redeem shares by using the regular redemption procedure
through the Transfer Agent, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through the Check
Redemption Privilege, the Wire Redemption Privilege, the Telephone Redemption
Privilege or the Dreyfus TELETRANSFER Privilege. If you are a client of a
Selected Dealer, you may redeem INTERMEDIATE BOND FUND shares through the
Selected Dealer. Other redemption procedures may be in effect for clients or
certain Service Agents. Each Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities. Each Fund reserves the right to refuse any request made
by wire or telephone, including requests made shortly after a change of
address, and may limit the amount involved or the number of such requests.
Each Fund may modify or terminate any redemption privilege at any time or
charge a service fee upon notice to shareholders. No such fee currently is
contemplated. Shares for which certificates have been issued are not eligible
for Check Redemption, Wire Redemption, Telephone Redemption or Dreyfus
TELETRANSFER Privilege.
    

   
          You may redeem Fund shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions (including over The Dreyfus TouchRegistration Mark automated
telephone system) from any person representing himself or herself to be you,
or a representative of your Service Agent, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither a Fund nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.
    

        During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used. During the delay, a LONGER TERM FUND'S net asset value may
fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671.
                                     Page 19

Redemption requests may be delivered in person only to a Dreyfus Financial
Center. THESE REQUESTS WILL BE FORWARDED TO THE RELEVANT FUND AND WILL BE
PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest Dreyfus
Financial Center, please call one of the telephone numbers listed under
"General Information." Redemption requests must be signed by the individual
shareholder, including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. If you have any questions
with respect to signature-guarantees, please call one of the telephone numbers
listed under "General Information." Redemption proceeds of at least $1,000
will be wired to any member bank of the Federal Reserve System in accordance
with a written signature-guaranteed request.
   

CHECK REDEMPTION PRIVILEGE -- You may write Redemption Checks drawn on your
Fund account. Redemption Checks may be made payable to the order of any
person in the amount of $500 or more.  Potential fluctuations in the net
asset value of a LONGER TERM FUND'S shares should be considered in
determining the amount of any check drawn on such LONGER TERM FUND'S account.
Redemption Checks should not be used to close your account. Redemption Checks
are free, but the Transfer Agent will impose a fee for stopping payment of a
Redemption Check upon your request or if the Transfer Agent cannot honor the
Redemption Check due to insufficient funds or other valid reason. You should
date your Redemption Checks with the current date when you write them. Please
do not postdate your Redemption Checks. If you do, the Transfer Agent will
honor, upon presentment, even if presented before the date of the check, all
postdated Redemption Checks which are dated within six months of presentment
for payment, if they are otherwise in good order. Shares for which
certificates have been issued may not be redeemed by Redemption Check. This
Privilege will be terminated immediately, without notice, with respect to any
LONGER TERM FUND account which is, or becomes, subject to backup withholding
on redemption (see "Dividends, Distributions and Taxes"). Any Redemption
Check written on a LONGER TERM FUND account which has become subject to
backup withholding on redemption will not be honored.
    
   

WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. You also may direct that redemption proceeds be paid by
check (maximum $150,000 per day) made out to the owners of record and mailed
to your address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank accounts
may have redemption proceeds of not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
    
   
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
    
   
DREYFUS TELETRANSFER PRIVILEGE -- You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
designated. Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period.
    

                                     Page 20
   

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

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

INTERMEDIATE BOND FUND -- Under the Service Plan, adopted by the INTERMEDIATE
BOND FUND pursuant to Rule 12b-1 under the 1940 Act, the INTERMEDIATE BOND
FUND (a)reimburses the Distributor for payments to certain Service Agents for
distributing the Fund's shares and servicing shareholder accounts
("Servicing") and (b) pays The Dreyfus Corporation, Dreyfus Service
Corporation, a wholly-owned subsidiary of The Dreyfus Corporation, and any
affiliate of either of them (collectively, "Dreyfus") for advertising and
marketing relating to the Fund and for Servicing, at an aggregate annual rate
of .25 of 1% of the value of the INTERMEDIATE BOND FUND'S average daily net
assets. Each of the Distributor and Dreyfus may pay one or more Service
Agents a fee in respect of the INTERMEDIATE BOND FUND'S shares owned by
shareholders with whom the Service Agent has a Servicing relationship or for
whom the Service Agent is the dealer or holder of record. Each of the
Distributor and Dreyfus determine the amount, if any, to be paid to Service
Agents under the Service Plan and the basis on which such payments are made.
The fees payable under the Service Plan are payable without regard to actual
expenses incurred.
    
   

        The INTERMEDIATE BOND FUND also bears the costs of preparing and
printing prospectuses and statements of additional information used for
regulatory purposes and for distribution to existing shareholders. Under the
Service Plan, the INTERMEDIATE BOND FUND bears (a) the costs of preparing,
printing and distributing prospectuses and statements of additional
information used for other purposes, and (b) the costs associated with
implementing and operating the Service Plan (such as costs of printing and
mailing service agreements), the aggregate of such amounts not to exceed in
any fiscal year of the INTERMEDIATE BOND FUND the greater of $100,000 or .005
of 1% of the value of its average daily net assets for such fiscal year.
MONEY MARKET FUND AND BOND FUND -- Each of the MONEY MARKET FUND and BOND
FUND has adopted a separate Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation, an amount not to exceed an
annual rate of .25 of 1% of the value of such Fund's average daily net assets
for certain allocated expenses of providing personal services and/or
maintaining shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts.
    

                      DIVIDENDS, DISTRIBUTIONS AND TAXES
   

        Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Earnings for
Saturdays, Sundays and holidays for the MONEY MARKET FUNDS are declared as
dividends on the preceding business day and for the LONGER TERM
                                     Page 21

FUNDS are declared on the next business day. With respect to the LONGER TERM
FUNDS, Fund shares begin earning income dividends on the day following the
date of purchase. Dividends usually are paid on the last business day
(calendar day in the case of the MONEY MARKET FUND) of each month, and are
automatically reinvested in additional Fund shares at net asset value or, at
your option, paid in cash. If you redeem all shares in your account at any
time during the month, all dividends to which you are entitled will be paid to
you along with the proceeds of the redemption. If you are an omnibus
accountholder and indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
such portion of the accrued dividends will be paid to you along with the
proceeds of the redemption. Distributions from net realized securities gains,
if any, generally are declared and paid once a year, but each Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. You may choose whether to receive distributions in cash or
to reinvest in additional Fund shares at net asset value. All expenses are
accrued daily and deducted before declaration of dividends to investors.
    
   

        Except for dividends from Taxable Investments, each Fund anticipates
that substantially all dividends paid by it will not be subject to Federal,
New York State or New York City personal income taxes. To the extent
investors are obligated to pay state or local taxes outside of New York State
and New York City, dividends earned by an investment in a Fund may represent
taxable income. Dividends derived from Taxable Investments, together with
distributions from any net realized short-term securities gains and all or a
portion of any gain realized from the sale or other disposition of certain
market discount bonds, paid by a Fund are subject to Federal income tax as
ordinary income whether or not reinvested in additional shares. No dividend
paid by a Fund will qualify for the dividends received deduction allowable to
certain U.S. corporations. Distributions from net realized long-term
securities gains of each Fund generally are taxable as long-term capital
gains for Federal income tax purposes if you are a citizen or resident of the
United States. Dividends and distributions attributable to income or gain
derived from securities transactions and from the use of certain of the
investment techniques described under "Appendix -- Investment Techniques"
will be subject to Federal income tax. The Code provides that the net capital
gain of an individual generally will not be subject to Federal income tax at
a rate in excess of 28%. Under the Code, interest on indebtedness incurred or
continued to purchase or carry Fund shares which is deemed to relate to
exempt-interest dividends is not deductible.
    
        Although all or a substantial portion of the dividends paid by a Fund
may be excluded by shareholders from their gross income for Federal income
tax purposes, each Fund may purchase specified private activity bonds, the
interest from which may be (i) a preference item for purposes of the
alternative minimum tax, (ii) a component of the "adjusted current earnings"
preference item for purposes of the corporate alternative minimum tax as well
as a component in computing the corporate environmental tax or (iii) a factor
in determining the extent to which a shareholder's Social Security benefits
are taxable. If a Fund purchases such securities, the portion of its
dividends related thereto will not necessarily be tax exempt to an investor
who is subject to the alternative minimum tax and/or tax on Social Security
benefits and may cause an investor to be subject to such taxes.
   
    


        Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year. These statements set forth
the dollar amount of income exempt from Federal tax and the dollar amount, if
any, subject to Federal tax. These dollar amounts will vary depending on the
size and length of time of your investment in a Fund. If a Fund pays
dividends derived from taxable income, it intends to designate as taxable the
same percentage
                                     Page 22

of the day's dividend as the actual taxable income earned on that day bears
to total income earned on that day. Thus, the percentage of the dividend
designated as taxable, if any, may vary from day to day.
   

        The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
    

        Federal regulations generally require that each Fund withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends, distributions from net realized securities gains of the Fund and,
in the case of a LONGER TERM FUND, the proceeds of a redemption, regardless
of the extent to which gain or loss may be realized, paid to a shareholder if
such shareholder fails to certify either that the TIN furnished in connection
with opening an account is correct, or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a result of a
failure to properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify a Fund to institute backup
withholding if the IRS determines that a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest
income on a Federal income tax return.
        A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
   

        Management of each Fund believes the Fund has qualified for the
fiscal year ended May 31, 1996 as a "regulated investment company" under the
Code. Each Fund intends to continue to so qualify as long as such
qualification is in the best interests of its respective shareholders. Such
qualification relieves a Fund of any liability for Federal income tax to the
extent its earnings are distributed in accordance with applicable provisions
of the Code. Each Fund is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable investment income
and capital gains.
    

        You should consult your tax adviser regarding specific questions as
to Federal, state or local taxes.
                            GENERAL INFORMATION
MONEY MARKET FUND AND INTERMEDIATE BOND FUND. The MONEY MARKET FUND and
INTERMEDIATE BOND FUND were organized as unincorporated business trusts under
the laws of the Commonwealth of Massachusetts pursuant to a separate Agreement
and Declaration of Trust (collectively, the "Trust Agreements"), each dated
February 16, 1987. The MONEY MARKET FUND commenced operations on June 9,
1987, and the INTERMEDIATE BOND FUND commenced operations on June 12, 1987.
Each Fund is authorized to issue an unlimited number of shares of beneficial
interest, par value $.001 per share. Each share has one vote.
   

        Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund of
which they are shareholders. However, the Trust Agreements disclaim
shareholder liability for acts or obligations of the Funds and require that
notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Fund or a Trustee. The Trust
Agreements provide for indemnification from the respective Fund's property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of a shareholder liability is limited to circumstances in
which the Fund itself would be unable to meet its obligations, a possibility
which management believes is remote. Upon payment of any liability incurred
by a Fund, the shareholder paying such liability will be entitled to
reimbursement from the general assets of the Fund. Each of these Funds intends
 to conduct its operations in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Fund. As
discussed under "Management of the Funds" in
                                     Page 23

the Statement of Additional Information, each Fund ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Board members.
    

BOND FUND. The BOND FUND was incorporated under Maryland law on April 26,
1983, and commenced operations on July 26, 1983. The BOND FUND is authorized
to issue 300 million shares of Common Stock, par value $.01 per share. Each
share has one vote.
   

        Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, pursuant to the Fund's By-Laws, the
holders of at least 10% of the shares outstanding and entitled to vote may
require the Fund to hold a special meeting of shareholders for purposes of
removing a Board member from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of shareholders for any
other purpose. Fund shareholders may remove a Board member by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Fund's Board will call a meeting of shareholders for the purpose of electing
Board members if, at any time, less than a majority of the Board members then
holding office have been elected by shareholders.
    

ALL FUNDS. Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this single combined Prospectus.
        The Transfer Agent maintains a record of your ownership and sends
confirmations and statements of account.
        Shareholder inquiries may be made to your Service Agent or by writing
to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,
or by calling toll free 1-800-645-6561. In New York City, call
1-718-895-1206; outside the U.S. and Canada, call 516-794-5452.
                                     Page 24

   
                                    APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each LONGER TERM FUND is permitted to borrow to the extent
permitted under the 1940 Act, which permits an investment company to borrow
in an amount up to 331/3% of the value of its total assets. Each LONGER TERM
FUND currently intends to, and the MONEY MARKET FUND may, borrow money only
for temporary or emergency (not leveraging)purposes, in an amount up to 15%
of the value of its total assets (including the amount borrowed) valued at
the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of a
Fund's total assets, such Fund will not make any additional investments.
    
   
USE OF DERIVATIVES -- Each LONGER TERM FUND may invest in the types of
Derivatives enumerated under "Description of the Funds -- Investment
Considerations and Risks -- Use of Derivatives." These instruments and
certain related risks are described more specifically under "Investment
Objective and Management Policies -- Management Policies -- Derivatives" in
the Statement of Additional Information.
    
   
        Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives
could have a large potential impact on the Fund's performance.
    
   
        If a LONGER TERM FUND invests in Derivatives at inappropriate times
or judges market conditions incorrectly, such investments may lower such
Fund's return or result in a loss. A LONGER TERM FUND also could experience
losses if its Derivatives were poorly correlated with its other investments,
or if the Fund were unable to liquidate its position because of an illiquid
secondary market. The market for many Derivatives is, or suddenly can become,
illiquid. Changes in liquidity may result in significant, rapid and
unpredictable changes in the prices for Derivatives.
    
   
        Although neither LONGER TERM FUND will not be a commodity pool,
Derivatives subject the LONGER TERM FUNDS to the rules of the Commodity
Futures Trading Commission which limit the extent to which the Fund can
invest in certain Derivatives. Each LONGER TERM FUND may invest in futures
contracts and options with respect thereto for hedging purposes without
limit. However, neither LONGER TERM FUND may invest in such contracts and
options for other purposes if the sum of the amount of initial margin
deposits and premiums paid for unexpired options with respect to such
contracts, other than for bona fide hedging purposes, exceed 5% of the
liquidation value of such Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; provided,
however, that in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation.
    
   
        Each LONGER TERM FUND may invest up to 5% of its assets, represented
by the premium paid, in the purchase of call and put options. Each LONGER
TERM FUND may write (i.e., sell) covered call and put option contracts to the
extent of 20% of the value of its net assets at the time such option
contracts are written. When required by the Securities and Exchange
Commission, each LONGER TERM FUND will set aside permissible liquid assets in
a segregated account to cover its obligations relating to its purchase of
Derivatives. To maintain this required cover, such Fund may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a Derivative position at a reasonable price.
    
   
LENDING PORTFOLIO SECURITIES -- Each LONGER TERM FUND may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each LONGER TERM FUND
continues to be entitled to payments in amounts equal to the interest or
other distributions payable on the loaned securities which affords the LONGER
TERM FUNDS an opportunity to earn interest on the amount of the loan and on
the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash, U.S. Government securities or
irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the
                                     Page 25
loaned securities. Such loans are terminable at any time upon specified
notice. A LONGER TERM FUND might experience risk of loss if the institution
with which it has engaged in a portfolio loan transaction breaches its
agreement with such Fund.
    
   
FORWARD COMMITMENTS -- Each Fund may purchase Municipal Obligations and other
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
    
   
CERTAIN PORTFOLIO SECURITIES
CERTAIN TAX EXEMPT OBLIGATIONS -- Each Fund may purchase floating and
variable rate demand notes and bonds, which are tax exempt obligations
ordinarily having stated maturities in excess of one year, but which permit
the holder to demand payment of principal at any time or at specified interval
s which for the MONEY MARKET FUND will not exceed 13 months, and in each case
will be upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, at varying rates of interest, pursuant to direct
arrangements between the Fund, as lender, and the borrower. These obligations
permit daily changes in the amount borrowed. Frequently, such obligations are
secured by letters of credit or other credit support arrangements provided by
banks. Changes in the credit quality of banks and other financial
institutions that provide such credit or liquidity enhancements to the Fund's
portfolio securities could cause losses to the Fund and affect its share
price. Because these obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such instruments generally
will be traded, and there generally is no established secondary market for
these obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Each obligation purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations.
    
   
TAX EXEMPT PARTICIPATION INTERESTS -- Each Fund may purchase from financial
institutions participation interests in Municipal Obligations (such as
industrial development bonds and municipal lease/purchase agreements). A
participation interest gives a Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to
the total principal amount of the Municipal Obligation. These instruments may
have fixed, floating or variable rates of interest and, in the case of the
MONEY MARKET FUND, will have remaining maturities of 13 months or less. If the
participation interest is unrated, it will be backed by an irrevocable letter
of credit or guarantee of a bank that the respective Fund's Board has
determined meets the prescribed quality standards for banks set forth below,
or the payment obligation otherwise will be collateralized by U.S. Government
securities. For certain participation interests, the Fund will have the right
to demand payment, on not more than seven days' notice, for all or any part
of the Fund's participation interest in the Municipal Obligation, plus
accrued interest. As to these instruments, each Fund intends to exercise its
right to demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio.
    
   
TENDER OPTION BONDS -- Each Fund may purchase tender option bonds. A tender
option bond is a Municipal Obligation (generally held pursuant to a custodial
arrangement) having a relatively long maturity and bearing interest at a
fixed rate substantially higher than prevailing short-term tax exempt rates,
                                     Page 26

that has been coupled with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which such
institution grants the security holders the option, at periodic intervals, to
tender their securities to the institution and receive the face value
thereof. As consideration for providing the option, the financial institution
receives periodic fees equal to the difference between the Municipal
Obligation's fixed coupon rate and the rate, as determined by a remarketing
or similar agent at or near the commencement of such period, that would cause
the securities, coupled with the tender option, to trade at par on the date
of such determination. Thus, after payment of this fee, the security holder
effectively holds a demand obligation that bears interest at the prevailing
short-term tax exempt rate. The Dreyfus Corporation, on behalf of the Fund,
will consider on an ongoing basis the creditworthiness of the issuer of the
underlying Municipal Obligation, of any custodian and of the third party
provider of the tender option. In certain instances and for certain tender
option bonds, the option may be terminable in the event of a default in
payment of principal or interest on the underlying Municipal Obligation and
for other reasons.
    
   
CUSTODIAL RECEIPTS -- Each LONGER TERM FUND may purchase custodial receipts
representing the right to receive certain future principal and interest
payments on Municipal Obligations which underlie the custodial receipts. A
number of different arrangements are possible. In a typical custodial receipt
arrangement, an issuer or a third party owner of Municipal Obligations
deposits such obligations with a custodian in exchange for two classes of
custodial receipts. The two classes have different characteristics, but, in
each case, payments on the two classes are based on payments received on the
underlying Municipal Obligations. One class has the characteristics of a
typical auction rate security, where at specified intervals its interest rate
is adjusted, and ownership changes, based on an auction mechanism. This
class's interest rate generally is expected to be below the coupon rate of
the underlying Municipal Obligations and generally is at a level comparable
to that of a Municipal Obligation of similar quality and having a maturity
equal to the period between interest rate adjustments. The second class bears
interest at a rate that exceeds the interest rate typically borne by a
security of comparable quality and maturity; this rate also is adjusted, but
in this case inversely to changes in the rate of interest of the first class.
If the interest rate on the first class exceeds the coupon rate of the
underlying Municipal Obligations, its interest rate will exceed the rate paid
on the second class. In no event will the aggregate interest paid with
respect to the two classes exceed the interest paid by the underlying
Municipal Obligations. The value of the second class and similar securities
should be expected to fluctuate more than the value of a Municipal Obligation
of comparable quality and maturity and their purchase by a LONGER TERM FUND
should increase the volatility of its net asset value and, thus, its price
per share. These custodial receipts are sold in private placements. Each
LONGER TERM FUND also may purchase directly from issuers, and not in a private
placement, Municipal Obligations having characteristics similar to custodial
receipts. These securities may be issued as part of a multi-class offering
and the interest rate on certain classes may be subject to a cap or floor.
    
   
STAND-BY COMMITMENTS -- Each Fund may acquire "stand-by commitments" with
respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to repurchase, at the
Fund's option, specified securities at a specified price and, in this
respect, stand-by commitments are comparable to put options. The exercise of
a stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. Each Fund will acquire stand-by commitments solely to
facilitate its portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. Each Fund may pay for stand-by commitments
if such action is deemed necessary, thus increasing to a degree the cost of
the underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable. The LONGER TERM FUNDS also may acquire call options on
specific Municipal
                                     Page 27

Obligations. A LONGER TERM FUND generally would purchase these call options
to protect the Fund from the issuer of the related Municipal Obligation
redeeming, or other holder of the call option from calling away, the Municipal
Obligation before maturity. The sale by a LONGER TERM FUND of a call option
that it owns on a specific Municipal Obligation could result in the receipt
of taxable income by the Fund.
    
   
ZERO COUPON SECURITIES -- Each LONGER TERM FUND may invest in zero coupon
securities which are debt securities issued or sold at a discount from their
face value which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). The amount of the discount varies depending on the time remaining
until maturity or cash payment date, prevailing interest rates, liquidity of
the security and perceived credit quality of the issuer. Zero coupon
securities also may take the form of debt securities that have been stripped
of their unmatured interest coupons, the coupons themselves and receipts or
certificates representing interest in such stripped debt obligations and
coupons. The market prices of zero coupon securities generally are more
volatile than the market prices of securities that pay interest periodically
and are likely to respond to a greater degree to changes in interest rates
than non-zero coupon securities having similar maturities and credit
qualities. Each LONGER TERM FUND may invest up to 5% of its assets in zero
coupon bonds which are rated below investment grade.
    
   
ILLIQUID SECURITIES -- Each Fund may invest up to 15% (10% in the case of the
MONEY MARKET FUND) of the value of its net assets in securities as to which a
liquid trading market does not exist, provided such investments are
consistent with the Fund's investment objective. Such securities may include
securities that are not readily marketable, such as certain securities that
are subject to legal or contractual restrictions on resale, and repurchase
agreements providing for settlement in more than seven days after notice. As
to these securities, the Fund is subject to a risk that should the Fund desire
to sell them when a ready buyer is not available at a price that the Fund
deems representative of their value, the value of the Fund's net assets could
be adversely affected.
    
   
TAXABLE INVESTMENTS -- From time to time, on a temporary basis other than for
temporary defensive purposes (but not to exceed 20% of the value of the
Fund's net assets) or for temporary defensive purposes, a Fund may invest in
taxable short-term investments ("Taxable Investments") consisting of: notes
of issuers having, at the time of purchase, a quality rating within the two
highest grades of Moody's, S&P or Fitch; obligations of the U.S. Government,
its agencies or instrumentalities; commercial paper rated not lower than P-2
by Moody's, A-2 by S&P or F-2 by Fitch; certificates of deposit of U.S.
domestic banks, including foreign branches of domestic banks, with assets of
one billion dollars or more; time deposits; bankers' acceptances and other
short-term bank obligations; and repurchase agreements in respect of any of
the foregoing. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments and Municipal Obligations the interest
from which gives rise to a preference item for the purpose of the alternative
minimum tax. If the MONEY MARKET FUND purchases Taxable Investments, it will
value them using the amortized cost method and comply with Rule 2a-7 relating
to purchases of taxable instruments. When a Fund has adopted a temporary
defensive position, including when acceptable New York Municipal Obligations
are unavailable for investment by the Fund, in excess of 35% of its net
assets may be invested in securities that are not exempt from New York State
and New York City income taxes. Under normal market conditions, each Fund
anticipates that not more than 5% of the value of its total assets will be
invested in any one category of Taxable Investments. Taxable Investments are
more fully described in the Statement of Additional Information to which
reference hereby is made.
    
   
RATINGS _ (LONGER TERM FUNDS ONLY) Bonds rated Ba by Moody's are judged to
have speculative elements; their future cannot be considered as well assured
and often the protection of interest and principal
                                     Page 28

payments may be very moderate. Bonds rated BB by S&P are regarded as having
predominantly speculative characteristics and, while such obligations have
less near-term vulnerability to default than other speculative grade debt,
they face major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate capacity to
meet timely interest and principal payments. Bonds rated BB by Fitch are
considered speculative and the payment of principal and interest may be
affected at any time by adverse economic changes. Bonds rated C by Moody's
are regarded as having extremely poor prospects of ever attaining any real
investment standing. Bonds rated D by S&P are in default and the payment of
interest and/or repayment of principal is in arrears. Bonds rated DDD, DD or
D by Fitch are in actual or imminent default, are extremely speculative and
should be valued on the basis of their ultimate recovery value in liquidation
or reorganization of the issuer; DDD represents the highest potential for
recovery of such bonds; and D represents the lowest potential for recovery.
Such bonds, though high yielding, are characterized by great risk. See
"Appendix B" in the Statement of Additional Information for a general
description of Moody's, S&P and Fitch ratings of Municipal Obligations.
    
   
        The ratings of Moody's, S&P and Fitch represent their opinions as to
the quality of the Municipal Obligations which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective and,
although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of these
bonds. Although these ratings may be an initial criterion for selection of
portfolio investments, The Dreyfus Corporation also will evaluate these
securities and the ability of the issuers of such securities to pay interest
and principal. A LONGER TERM FUND'S ability to achieve its investment
objective may be more dependent on The Dreyfus Corporation's credit analysis
than might be the case for a fund that invested in higher rated securities.
    
   
        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. AS TO EACH FUND, THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
    

                                     Page 29

[This Page Intentionally Left Blank]
                                     Page 30

[This Page Intentionally Left Blank]
                                     Page 31

New York
Tax Exempt
Funds
  Combined Prospectus for
*Dreyfus New York Tax Exempt
       Money Market Fund
* Dreyfus New York Tax Exempt
        Intermediate Bond Fund
*Dreyfus New York Tax Exempt
       Bond Fund, Inc.

Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
                                        NYTEFP100196
                                     Page 32





                  DREYFUS NEW YORK TAX EXEMPT FUNDS
                           COMBINED PART B
                (STATEMENT OF ADDITIONAL INFORMATION)
                                 FOR
            DREYFUS NEW YORK TAX EXEMPT MONEY MARKET FUND
         DREYFUS NEW YORK TAX EXEMPT INTERMEDIATE BOND FUND
             DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
   

                           OCTOBER 1, 1996
    


   

       This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Combined
Prospectus of Dreyfus New York Tax Exempt Money Market Fund (the "Money
Market Fund"), Dreyfus New York Tax Exempt Intermediate Bond Fund (the
"Intermediate Bond Fund"), and Dreyfus New York Tax Exempt Bond Fund, Inc.
(the "Bond Fund")(collectively, the "Funds"), dated October 1, 1996, as it
may be revised from time to time.  To obtain a copy of the Prospectus,
please write to the Funds 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. and Canada - Call 516-794-5452

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

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

       Each Fund is a separate entity with a separate portfolio.  The
operations and investment results of one Fund are unrelated to those of
each other Fund.  This combined Statement of Additional Information has
been prepared for your convenience to provide you the opportunity to
consider three investment choices in one document.

                           TABLE OF CONTENTS
                                                                    Page
Investment Objective and Management Policies . . . . . . . . . . .  B-2
Management of the Funds. . . . . . . . . . . . . . . . . . . . . .  B-14
Management Agreements. .  . . . . . . . . . . . . . . . . . . . . . B-18
Purchase of Shares . . . . . . .  . . . . . . . . . . . . . . . . . B-20
Service Plan and Shareholder Services Plans. . . . . . . . . . . .  B-21
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . .  B-23
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . .  B-25
Determination of Net Asset Value . . . . . . . . . . . . . . . . .  B-28
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . .  B-29
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . .  B-30
Performance Information. . . . . . . . . . . . . . . . . . . . . .  B-31
Information About the Funds. . . . . . . . . . . . . . . . . . . .  B-33
Transfer and Dividend Disbursing Agent, Custodian,
       Counsel and Independent Auditors. . . . . . . . . . . . . .  B-33
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . .  B-35
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . . .  B-47
Financial Statements and Reports of Independent Auditors
       Money Market Fund . . . . . . . . . . . . . . . . . . . . .  B-56
       Intermediate Bond Fund. . . . . . . . . . . . . . . . . . .  B-64
       Bond Fund . . . . . . . . . . . . . . . . . . . . . . . . .  B-78


                   INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

      The average distribution of investments (at value) in Municipal
Obligations by ratings for the fiscal year ended May 31, 1996, computed on
a monthly basis, for each Fund was as follows:
<TABLE>
<CAPTION>
   




Fitch             Moody's            Standard &                   Percentage of Value
Investors         Investors          Poor's           ------------------------------------------------
Service, L.P.     Service, Inc.      Ratings Group    Money           Intermediate
("Fitch")     or  ("Moody's")   or   ("S&P")          Market Fund     Bond Fund          Bond Fund
- ------------      ------------       -------------    -----------     -----------        ---------
<S>                   <C>              <C>              <C>           <C>
AAA                   Aaa              AAA              0.8%          26.4%               26.7%
AA                    Aa               AA               N/A           13.1%               15.1%
A                     A                A                N/A           26.0%               32.9%
BBB                   Baa              BBB              N/A           28.4%               19.2%
BB                    Ba               BB               N/A            -                   2.0%
F-1                   VMIG1/MIG1,P-1   SP-1,A-1         94.3%          2.6%*               4.0%*
Not Rated             Not Rated        Not Rated        4.9%**        3.5%***               .1%****
                                                      100.0%        100.0%               100.0%
_______________
*       Includes notes rated within the highest grades by Moody's, S&P or Fitch,
        which, together with Municipal Obligations rated Baa/BBB, are taken into
        account at the time of a purchase to ensure that the portfolios of the
        Intermediate Bond Fund and Bond Fund (collectively, the "Longer Term
        Funds") meet the 80% minimum quality standard discussed in the
        Prospectus.

**      Includes securities comprising 4.9% of the Money Market Fund's market
        value which, while not rated, have been determined by the Manager to be
        of comparable quality to securities rated MIG1.

***     Includes securities comprising 3.5% of the Intermediate Bond Fund's
        market value which, while not rated, have been determined by the Manager
        to be of comparable quality to securities in the following rating
        categories:  Aa/AA (.8%) and Baa/BBB (2.7%).

****    Includes securities comprising .1% of the Bond Fund's market value
        which, while not rated, have been determined by the Manager to be of
        comparable quality to securities rated Baa/BBB.
    

</TABLE>

      Municipal Obligations.  The term "Municipal Obligations" generally
includes debt obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.  Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses and
lending such funds to other public institutions and facilities.  In
addition, certain types of industrial development bonds are issued by or on
behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show facilities,
airport, mass transit, industrial, port or parking facilities, air or water
pollution control facilities and certain local facilities for water supply,
gas, electricity, or sewage or solid waste disposal; the interest paid on
such obligations may be exempt from Federal income tax, although current
tax laws place substantial limitations on the size of such issues.  Such
obligations are considered to be Municipal Obligations if the interest paid
thereon qualifies as exempt from Federal income tax in the opinion of bond
counsel to the issuer.  There are, of course, variations in the security of
Municipal Obligations, both within a particular classification and between
classifications.

      Floating and variable rate demand notes and bonds are tax exempt
obligations normally having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any time or at
specified intervals.  The issuer of such obligations normally has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligation 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 a Fund's management fee, as well as other operating
expenses, including fees paid under a Service Plan or Shareholder Services
Plan, will have the effect of reducing the yield to investors in that Fund.
   

      Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
normally 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 Money Market Fund will invest only
in those lease obligations that (1) are rated in one of the two highest
rating categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating organization if
the lease obligation was rated only by one such organization); or (2) if
unrated, are purchased principally from the issuer or domestic banks or
other responsible third parties, in each case only if the seller shall have
entered into an agreement with the Money Market Fund providing that the
seller or other responsible third party will either remarket or repurchase
the lease obligation within a short period after demand by the Fund.  The
staff of the Securities and Exchange Commission currently considers certain
lease obligations to be illiquid.  With regard to the Longer Term Funds,
determination as to the liquidity of such securities is made in accordance
with guidelines established by each Fund's Board.  Pursuant to such
guidelines, each Board has directed the Manager to monitor carefully each
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
other 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 lease obligation, the method of
soliciting offers and 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, each Fund's Board has
directed the Manager to consider (a) whether the lease can be cancelled;
(b) what assurance there is that the assets represented by the lease can be
sold; (c) the strength of the lessee's general credit (e.g., its debt,
administrative, economic, and financial characteristics); (d) the
likelihood that the municipality will discontinue appropriating funding for
the leased property because the property is no longer deemed essential to
the operations of the municipality (e.g., the potential for an "event of
nonappropriation"); (e) the legal recourse in the event of failure to
appropriate; and (f) such other factors concerning credit quality as the
Manager may deem relevant.  No Fund will invest more than 15% (10% in the
case of the Money Market Fund) of the value of its net assets in lease
obligations that are illiquid and in other illiquid securities.  See each
Fund's "Investment Restriction No. 11" below.
    

   

      The Money Market Fund will not purchase tender option bonds unless (a)
the demand feature applicable thereto is exercisable by the Fund within 13
months of the date of such purchase upon no more than 30 days' notice and
thereafter is exercisable by the Fund no less frequently than annually upon
no more than 30 days' notice and (b) at the time of such purchase, the
Manager reasonably expects (i) based upon its assessment of current and
historical interest rate trends, that prevailing short-term tax exempt
rates will not exceed the stated interest rate on the underlying Municipal
Obligations at the time of the next tender fee adjustment and (ii) that the
circumstances which might entitle the grantor of a tender option to
terminate the tender option would not occur prior to the time of the next
tender opportunity.  At the time of each tender opportunity, the Fund will
exercise the tender option with respect to any tender option bonds unless
the Manager reasonably expects, (x) based upon its assessment of current
and historical interest rate trends, that prevailing short-term tax exempt
rates will not exceed the stated interest rate on the underlying Municipal
Obligations at the time of the next tender fee adjustment, and (y) that the
circumstances which entitle the grantor of a tender option to terminate the
tender option would not occur prior to the time of the next tender
opportunity.  The Fund will exercise the tender feature with respect to
tender option bonds, or otherwise dispose of its tender option bonds, prior
to the time the tender option is scheduled to expire pursuant to the terms
of the agreement under which the tender option is granted.  The Money
Market Fund otherwise will comply with the provisions of Rule 2a-7 under
the Investment Company Act of 1940, as amended (the "1940 Act"), in
connection with the purchase of tender option bonds, including, without
limitation, the requisite determination by the Money Market Fund's Board
that the tender option bonds in question meet the quality standards
described in Rule 2a-7, which, in the case of a tender option bond subject
to a conditional demand feature, would include a determination that the
security has received both the required short-term and long-term quality
rating or is determined to be of comparable quality.  In the event of a
default of the Municipal Obligation underlying a tender option bond, or the
termination of the tender option agreement, the Money Market Fund would
look to the maturity date of the underlying security for purposes of
compliance with Rule 2a-7 and, if its remaining maturity was greater than
13 months, the Fund would sell the security as soon as would be
practicable.
    

      Each Fund will purchase tender option bonds only when the Fund is
satisfied that the custodial and tender option 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 such Fund.  Based on the tender option bond
agreement, each Fund expects to be able to value the tender option bond at
par; however, the value of the instrument will be monitored to assure that
it is valued at fair value.

      Ratings of Municipal Obligations.  If, subsequent to being purchased by
the Money Market Fund, (a) an issue of rated Municipal Obligations ceases
to be rated in the highest rating category by at least two rating
organizations (or one rating organization if the instrument was rated by
only one organization), or the Money Market Fund's Board determines that it
is no longer of comparable quality; or (b) the Manager becomes aware that
any portfolio security not so highly rated or any unrated security has been
given a rating by any rating organization below the rating organization's
second highest rating category, the Money Market Fund's Board will reassess
promptly whether such security presents minimal credit risk and will cause
the Fund to take such action as it determines is in the best interest of
the Fund and its shareholders, provided that the reassessment required by
clause (b) is not required if the portfolio security is disposed of or
matures within five business days of the Manager becoming aware of the new
rating and the Fund's Board is subsequently notified of the Manager's
actions.  Subsequent to being purchased by the Longer Term Funds, an issue
of rated Municipal Obligations may cease to be rated or its rating may be
reduced below the minimum required for purchase by such Funds.  Neither
event will require the sale of such Municipal Obligations by a Longer Term
Fund, but the Manager will consider such event in determining whether the
Fund should continue to hold the Municipal Obligations.

      To the extent the ratings 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 Funds 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 a 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, each 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, a 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
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.  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
obligation of a bank to repay funds deposited with it for a specified
period of time.
   

      Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (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 one billion dollars.  Time deposits which may be held by a 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 face
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, a 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.  (Longer Term Funds only).  Each Longer Term Fund may
invest in Derivatives (as defined in the Funds' Combined 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 Longer Term 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.  (Longer Term Funds only).  Each Longer
Term 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 Longer Term Funds intend 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 each Longer Term 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 a 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, such 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 Longer Term Funds 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 Funds'
ability otherwise to invest those assets.
    
   
Specific Futures Transactions.  (Longer Term Funds only).  The Longer Term
Fund may purchase and sell interest rate futures contracts.  An interest
rate future obligates a Fund to purchase or sell an amount of a specific
debt security at a future date at a specific price.
    
   
Options--In General.  (Longer Term Funds only).  The Longer Term 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 of options by the Longer Term Funds 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 Funds may incur
losses.
    
   

      Future Developments.  (Longer Term Funds only).  The Longer Term Funds
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 Longer Term Funds 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, appropriate disclosure will be provided in
the Funds' Combined Prospectus or this Statement of Additional Information.
    
   
      Lending Portfolio Securities.  (Longer Term Funds only).  In connection
with its securities lending transactions, each Longer Term Fund may return
to the borrower or a third party which is unaffiliated with the Funds, 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 New York Municipal Obligations.  Each investor should
consider carefully the special risks inherent in the investment in New York
Municipal Obligations by each Fund.  These risks result from the financial
condition of New York State and certain of its public bodies and
municipalities, including New York City.  Beginning in early 1975, New York
State, New York City and other State entities faced serious financial
difficulties which jeopardized the credit standing and impaired the
borrowing abilities of such entities and contributed to high interest rates
on, and lower market prices for, debt obligations issued by them.  A
recurrence of such financial difficulties or a failure of certain financial
recovery programs could result in defaults or declines in the market values
of various New York Municipal Obligations in which the Fund may invest.  If
there should be a default or other financial crisis relating to New York
State, New York City, a State or City agency, or a State municipality, the
market value and marketability of outstanding New York Municipal
Obligations in the Fund's portfolio and the interest income to the Fund
could be adversely affected.  Moreover, the national recession and the
significant slowdown in the New York and regional economies in the early
1990s added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992.  The State's financial operations have improved,
however, during recent fiscal years.  For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96.  There can be no assurance
that New York will not face substantial potential budget gaps in future
years.  In January 1992, Moody's lowered from A to Baa1 the ratings on
certain appropriation-backed debt of New York State and its agencies.  The
State's general obligation, state guaranteed and New York State Local
Government Assistance Corporation bonds continue to be rated A by Moody's.
In January 1992, S&P lowered from A to A- the ratings of New York State
general obligation bonds and stated that it continued to assess the ratings
outlook as negative.  The ratings of various agency debt, state moral
obligations, contractual obligations, lease purchase obligations and state
guarantees also were lowered.  In February 1991, Moody's lowered its rating
on New York City's general obligation bonds from A to Baa1 and in July
1995, S&P lowered its rating on such bonds from A- to BBB+.  The rating
changes reflected the rating agencies' concerns about the financial
condition of New York State and City, the heavy debt load of the State and
City, and economic uncertainties in the region.  Investors should review
"Appendix A" which more fully sets forth these and other risk factors.
    
   
      Lower Rated Bonds.  This section applies only to the Longer Term Funds.
Lower rated bonds as described herein are not eligible investments for the
Money Market Fund.  Each Longer Term Fund is permitted to invest in
securities rated Ba by Moody's or BB by S&P or 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 Funds--
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.  Each Longer Term 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 Moody's, S&P and Fitch
to be 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, each 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 a Fund's ability to dispose of particular issues when
necessary to meet its 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 a Fund to obtain accurate market quotations for purposes
of valuing its portfolio and calculating its net asset value.  Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of these securities.  In
such cases, judgment may play a greater role in valuation because less
reliable, objective data may be available.

      These bonds may be particularly susceptible to economic downturns.  It
is likely that any economic recession could severely disrupt 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 of such securities.

      Each Fund may acquire these bonds during an initial offering.  Such
securities may involve special risks because they are new issues.  Neither
Fund has any arrangements 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 each Longer Term Fund may invest
up to 5% of its respective total assets.  Zero coupon bonds carry an
additional risk in that, unlike bonds which pay interest throughout the
period to maturity, a 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
   

      Money Market Fund.  The Money Market Fund has adopted investment
restrictions numbered 1 through 9 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the
1940 Act) of the Money Market Fund's outstanding voting shares.  Investment
restrictions numbered 10 and 11 are not fundamental policies and may be
changed by a vote of a majority of the Money Market Fund's Board members at
any time.  The Money Market Fund may not:
    


       1.  Purchase securities other than Municipal Obligations and Taxable
           Investments as those terms are defined above and in the Prospectus.

       2.  Borrow money, except from banks for temporary or emergency (not
           leveraging) purposes in an amount up to 15% of the value of the
           Fund's total assets (including the amount borrowed) based on the
           lesser of cost or market, less liabilities (not including the
           amount borrowed) at the time the borrowing is made.  While
           borrowings of the Money Market Fund  exceed 5% of the value of the
           Money Market Fund's total assets, it will not make any additional
           investments.

       3.  Sell securities short or purchase securities on margin.

       4.  Underwrite the securities of other issuers, except that the Money
           Market 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.

       5.  Purchase or sell real estate, real estate investment trust
           securities, 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.

       6.  Make loans to others except through the purchase of qualified debt
           obligations and the entry into repurchase agreements referred to
           above and in the Prospectus.

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

       8.  Purchase more than 10% of the voting securities of any issuer or
           invest in companies for the purpose of exercising control.

       9.  Invest in securities of other investment companies, except as they
           may be acquired as part of a merger, consolidation or acquisition
           of assets.

      10.  Pledge, hypothecate, mortgage or otherwise encumber its assets,
           except to the extent necessary to secure permitted borrowings.

      11.  Enter into repurchase agreements providing for settlement in more
           than seven days after notice or purchase securities which are
           illiquid, if, in the aggregate, more than 10% of the value of the
           Fund's net assets would be so invested.

      Intermediate Bond Fund and Bond Fund.  Each Longer Term Fund has
adopted investment restrictions numbered 1 through 7 as fundamental
policies, which cannot be changed, as to a Fund, without approval by the
holders of a majority (as defined in the 1940 Act) of such Fund's
outstanding voting shares.  Investment restrictions numbered 8 through 12
are not fundamental policies and may be changed, as to a Longer Term Fund,
by vote of a majority of such Fund's Board members at any time.  Neither
Longer Term Fund may:

      1.   Invest more than 25% of its total assets in the securities of
           issuers in any single industry; provided that there shall be no
           such limitation on the purchase of Municipal Obligations and, for
           temporary defensive purposes, securities issued by domestic 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 borrowing to no more than 33-1/3% of
           the value 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 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 permitted borrowings 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 Prospectus, and
           floating and variable rate demand obligations as to which the Fund
           cannot exercise the demand feature as described in the 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.

      All Funds - For purposes of Investment Restriction No. 7 with respect
to the Money Market Fund, and Investment Restriction No. 1 with respect to
the Longer Term Funds, industrial development bonds, where the payment of
principal and interest is the ultimate responsibility of companies within
the same industry, are grouped together as an "industry."  If a percentage
restriction is adhered to at the time of investment, a later increase or
decrease in percentage resulting from a change in values or assets will not
constitute a violation of such restriction.

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


                    MANAGEMENT OF THE FUNDS

      Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five
years, are shown below.  Each Board member who is deemed to be an
"interested person" of the Funds, as defined in the 1940 Act, is indicated
by an asterisk.

Board Members of the Funds
   

*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
     also Chairman of the Board of Noel Group, Inc., a venture capital
     company; and a director of the Muscular Dystrophy Association,
     HealthPlan Services Corporation, Belding Heminway Company, Inc., a
     manufacturer and marketer of industrial threads, specialty yarns, home
     furnishings and fabrics, Curtis Industries, Inc., a national
     distributor of security products, chemicals and automotive and other
     hardware, Simmons Outdoor Corporation and Staffing Resources, Inc.
     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, each Fund's distributor.  From August 1994 to
     December 31, 1994, he was a director of Mellon Bank Corporation.  He
     is 52 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 60 years old and his address is Box 654, Eastham, Massachusetts
     02642.
    
   
SAMUEL CHASE, Board Member.  Since 1982, President of Samuel Chase &
     Company, Ltd., and from 1983 to 1990, Chairman of Chase, Brown &
     Blaxall, Inc., economic consulting firms.  He is 64 years old and his
     address is 10380 Springhill Road, Belgrade, Montana 59714.
    

   

GORDON J. DAVIS, Board Member.  Since October 1994, Mr. Davis has been 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 55 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; and from 1985 to 1987, President of Simon & Schuster--Trade
     Division.  She is 54 years old and her address is 1325 Avenue of the
     Americas, 16th Floor, 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 multidivisional
     footwear manufacturing and retailing company.  Mr. Hiatt is also a
     Director of the Cabot Corporation.  He is 69 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 Bionaire Inc. and Intercostal Health
     Systems, Inc.  He is 73 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 45 years old and his address
     is 18 East 64th Street, Suite 3D, New York, New York 10021.
    


      For so long as the Service Plan of the Intermediate Bond Fund, or the
Shareholder Services Plan of the Money Market Fund or Bond Fund,
respectively, described in the section captioned "Service Plan and
Shareholder Services Plans" remains in effect, the Board members of such
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 such Fund.
   

      Ordinarily, meetings of shareholders for the purpose of electing Board
members will not be held unless and until such time as less than a majority
of the Board members holding office have been elected by shareholders, at
which time the Board members then in office will call a shareholders'
meeting for the election of Board members.  Under the 1940 Act,
shareholders of record of not less than two-thirds of the outstanding
shares of the Fund may remove a Board member through a declaration in
writing or by vote cast in person or by proxy at a meeting called for that
purpose.  The Board members are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any such Board
member when requested in writing to do so by the shareholders of record of
not less than 10% of the Fund's outstanding shares.
    
   
      Each 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 per meeting fee of
one-half the amount paid to them as Board members.  The aggregate amount of
compensation paid to each Board member by each Fund for the fiscal year
ended May 31, 1996, 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, 1995, were as follows:
    
   
                                                           Total Compensation
                                                           From Funds and
Name of Board                                              Fund Complex
 Member              Aggregate Compensation From Fund*     Paid to Board Member

                      Money Market  Interm Bond   Bond
                         Fund         Fund        Fund

Joseph S. DiMartino     $3,428     $6,250         $8,750    $448,618 (94)

David W. Burke          $2,750     $5,000         $7,000    $253,654 (52)

Samuel Chase            $2,750     $5,000         $7,000    $ 54,250 (13)

Gordon J. Davis         $2,750     $5,000         $7,000    $ 76,575 (24)

Joni Evans              $2,500     $4,500         $6,500    $ 46,750 (13)

Arnold S. Hiatt         $2,500     $4,500         $6,500    $ 50,500 (13)

David J. Mahoney        $2,250     $4,000         $6,000    $ 47,250 (13)

Burton N. Wallack       $2,750     $5,000         $7,000    $ 54,250 (13)

_____________________
*     Amount does not include reimbursed expenses for attending Board
      meetings, which amounted to $1,412, $942 and $3,122 for the Money Market
      Fund, Intermediate Bond Fund and Bond Fund, respectively, for all Board
      members as a group.
    



Officers of the Fund
   

MARIE E. CONNOLLY, President and Treasurer.  President, Chief Executive
      Officer and a director of the Distributor and an officer of other
      investment companies advised or administered by the Manager.  From
      December 1991 to July 1994, she was President and Chief Compliance
      Officer of Funds Distributor, Inc., the ultimate parent of which is
      Boston Institutional Group, Inc.  Prior to December 1991, she served as
      Vice President and Controller, and later as Senior Vice President, of
      The Boston Company Advisors, Inc.  She is 38 years old.
    
   
JOHN E. PELLETIER, Vice President and Secretary.  Senior Vice President and
      General Counsel of the Distributor 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.  From August 1990 to February 1992, he was employed as an
      Associate at Ropes & Gray.  He is 32 years old.
    
   
ELIZABETH BACHMAN, Vice President and Assistant Secretary.  Assistant Vice
      President of the Distributor and an officer of other investment
      companies advised or administered by the Manager.  She is 26 year old.
    
   
DOUGLAS C. CONROY, Vice President and Assistant Secretary.  Supervisor of
      Treasury Services and Administration of Funds Distributor, Inc. and an
      officer of other investment companies advised or administered by the
      Manager.  From April 1993 to January 1995, Mr. Conroy was a Senior Fund
      Accountant for Investors Bank and Trust Company.  From December 1991 to
      March 1993, Mr. Conroy was employed as a Fund Accountant at The Boston
      Company, Inc.  He is 27 years old.
    
   
RICHARD W. INGRAM, Vice President and Assistant Treasurer.  Senior Vice
      President and Director of Client Services and Treasury Operations of
      Funds Distributor, Inc. and an officer of other investment companies
      advised or administered by the Manager. From March 1994 to November
      1995, Mr. Ingram was Vice President and Division Manager for First Data
      Investor Services Group.  From 1989 to 1994, Mr. Ingram was Vice
      President, Assistant Treasurer and Tax Director - Mutual Funds of The
      Boston Company, Inc.  He is 40 years old.
    
   
MARY A. NELSON, Vice President and Assistant Treasurer.  Vice President and
      Manager of Treasury Services and Administration of Funds Distributor,
      Inc. and an officer of other investment companies advised or
      administered by the Manager.  From September 1989 to July 1994, Ms.
      Nelson was an Assistant Vice President and Client Manager for The
      Boston Company, Inc.  She is 32 years old.
    
   
JOSEPH S. TOWER, III, Vice President and Assistant Treasurer.  Senior Vice
      President, Treasurer and Chief Financial Officer of the Distributor 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 33 years old.
    


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

      Each Fund's Board members and officers, as a group, owned less than 1%
of such Fund's shares outstanding as of September 4, 1996.
    



                                     MANAGEMENT AGREEMENTS

      The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Management of the Funds."
   

      The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") with each Fund dated
August 24, 1994.  As to each Fund, its Agreement is subject to annual
approval by (i) such Fund's Board, or (ii) vote of a majority (as defined
in the 1940 Act) of such Fund's outstanding voting securities, provided
that in either event the continuance of the Agreement also is approved by a
majority of such Fund's Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval.
Each Agreement was approved by shareholders on August 2, 1994, and was last
approved by each 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 17, 1996.  As to each Fund, the Agreement is
terminable without penalty, on 60 days' notice, by such Fund's Board or by
vote of the holders of a majority of its shares, or, upon not less than 90
days' notice, by the Manager.  Each Agreement will terminate automatically,
as to the relevant Fund, 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; William T. Sandalls, Jr., Senior
Vice President and Chief Financial Officer; Elie M. Genadry, Vice
President--Institutional Sales; William F. Glavin, Jr., Vice President--
Corporate Development; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President--Corporate Communications;
Jeffrey N. Nachman, Vice President--Mutual Fund Accounting; Andrew S.
Wasser, Vice President--Information Services; Mary Beth Leibig, Vice
President--Human Resources; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, directors.
    

      The Manager manages each 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
each Fund with portfolio managers who are authorized by its Board to
execute purchases and sales of securities.  Each Fund's portfolio managers
are Richard J. Moynihan, 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 each Fund as well as for other funds
advised by the Manager.  All purchases and sales are reported for the respective
Board's review at the Board meeting subsequent to such transactions.
   

      The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to each Fund.  The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
    


      All expenses incurred in the operation of a Fund are borne by that
Fund, except to the extent specifically assumed by the Manager.  The
expenses borne by each Fund include:  taxes, interest, 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 maintaining
the Fund's existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of shareholders' reports and meetings, costs
of preparing and printing prospectuses and statements of additional
information for regulatory purposes and distribution to existing
shareholders, and any extraordinary expenses.  Pursuant to the Service Plan
of the Intermediate Bond Fund, such Fund bears expenses for advertising,
marketing and distributing the Fund's shares and servicing shareholder
accounts.  Pursuant to separate Shareholder Services Plans, the Money
Market Fund and Bond Fund bear certain allocated expenses for shareholder
servicing.  See "Service Plan and Shareholder Services Plans."

      As compensation for the Manager's services, the Money Market Fund has
agreed to pay the Manager a monthly management fee at the annual rate of
 .50 of 1% of the value of the Fund's average daily net assets.  As
compensation for the Manager's services, each Longer Term Fund has agreed
to pay the Manager a monthly management fee at the annual rate of .60 of 1%
of the value of its average daily net assets.  All fees and expenses for
each Fund are accrued daily and deducted before the declaration of
dividends to investors.  Set forth below are the total amounts paid by each
Fund to the Manager for each of the last three fiscal years of the Funds:
   

                Amount Paid by   Amount Paid
Fiscal Year     Money Market     by Intermediate    Amount Paid by
Ended May 31,   Fund             Bond Fund          Bond Fund

  1996           $ 1,564,732       $1,750,363*      $10,848,601
  1995           $ 1,636,701       $2,204,128       $10,933,374
  1994           $ 1,769,463       $2,038,931*      $12,540,757



*     Reflects the reduction in management fees of $444,048 for fiscal
1996 and $303,115 for fiscal 1994, pursuant to undertakings by the Manager
then in effect.
    


       The Manager has agreed that if, in any fiscal year, a Fund's aggregate
expenses, exclusive of taxes, brokerage, interest on borrowings and (with
the prior written consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed 1 1/2% of the
value of such 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, the 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 by a Fund is not
subject to reduction as the value of such Fund's net assets increase.


                           PURCHASE OF SHARES

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

       The Distributor.  The Distributor serves as each Fund's distributor on
a best efforts basis pursuant to separate agreements, each of 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.  In some states, certain financial institutions effecting
transactions in a Fund's shares may be required to register as dealers
pursuant to state law.
    
   
       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., each 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
particular Fund account on the Transfer Agent's next 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 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 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."
    


       Using Federal Funds.  The following information is applicable only to
shares of the Money Market Fund.   The Transfer Agent or the Money Market
Fund may attempt to notify the investor upon receipt of checks drawn on
banks that are not members of the Federal Reserve System as to the possible
delay in conversion into Federal Funds and may attempt to arrange for a
better means of transmitting the money.  If the investor is a customer of a
securities dealer ("Selected Dealer") and his order to purchase Money
Market Fund shares is paid for other than in Federal Funds, the Selected
Dealer, acting on behalf of its customer, will complete the conversion
into, or itself advance, Federal Funds generally on the business day
following receipt of the customer order.  The order is effective only when
so converted and received by the Transfer Agent.  An order for the purchase
of Money Market Fund shares placed by an investor with sufficient Federal
Funds or cash balance in his brokerage account with a Selected Dealer will
become effective on the day that the order, including Federal Funds, is
received by the Transfer Agent.

       Reopening an Account.  An investor may reopen an account in any of the
Funds 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.


            SERVICE PLAN AND SHAREHOLDER SERVICES PLANS

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

       The Intermediate Bond Fund has adopted a Service Plan pursuant to Rule
12b-1 under the 1940 Act and the Money Market Fund and Bond Fund have
adopted separate Shareholder Services Plans.
   

       Service Plan (Intermediate Bond Fund only).  Rule l2b-1 (the "Rule")
adopted by the Securities and Exchange Commission under the 1940 Act
provides, among other things, that an investment company may bear expenses
of distributing its shares only pursuant to a plan adopted in accordance
with the Rule.  The Intermediate Bond Fund's Board has adopted such a plan
(the "Service Plan"), pursuant to which the Intermediate Bond Fund (a)
reimburses the Distributor for payments to certain financial institutions
(which may include banks), securities dealers and other financial industry
professionals (collectively, "Service Agents") for distributing the
Intermediate Bond Fund's shares and servicing shareholder accounts
("Servicing") and (b) pays the Manager, Dreyfus Service Corporation and any
affiliates of either of them (collectively, "Dreyfus") for advertising and
marketing relating to the Intermediate Bond Fund and for Servicing.  The
Intermediate Bond Fund's Board believes that there is a reasonable
likelihood that the Service Plan adopted will benefit the Fund and its
shareholders.
    
   

       A quarterly report of the amounts expended under the Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
Intermediate Bond Fund's Board for its review.  In addition, the Service
Plan provides that it may not be amended to increase materially the costs
which the Fund may bear for distribution pursuant to the Service Plan
without shareholder approval and that other material amendments of the
Service Plan must be approved by the Board, and by the Board members who
are not "interested persons" (as defined in the 1940 Act) of the Fund or
the Manager and have no direct or indirect financial interest in the
operation of the Service Plan or in the related service agreements, by vote
cast in person at a meeting called for the purpose of considering such
amendments.  The Service Plan and the related service agreements are
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 Service Plan.  The
Service Plan was last so approved at a meeting held on April 17, 1996.  The
Service Plan is terminable at any time by vote of a majority of the
Intermediate Bond Fund's Board members who are not "interested persons" and
have no direct or indirect financial interest in the operation of the
Service Plan or in any of the related service agreements or by vote of the
holders of a majority of such Fund's shares.  Any service agreement is
terminable without penalty, at any time, by such vote of the Board members
or, upon not more than 60 days' written notice to the Service Agent, by
vote of the holders of a majority of Intermediate Bond Fund's shares, or,
upon 15 days' notice, by the Distributor.  A service agreement will
terminate automatically in the event of its assignment (as defined in the
1940 Act).
    
   
       For the fiscal year ended May 31, 1996, the total amount payable by
the Intermediate Bond Fund was $917,999, of which $18,126 was paid to the
Distributor as reimbursement for payments made by the Distributor to
Service Agents for distributing Intermediate Bond Fund shares, $896,212 was
paid to Dreyfus for advertising and marketing and for servicing shareholder
accounts, and $3,661 was payable by the Intermediate Bond Fund for
preparing, printing and distributing prospectuses and statements of
additional information and for costs associated with implementing and
operating the Service Plan.  The Manager waived $1,064 of the total amount
payable for preparing, printing and distributing prospectuses and
statements of additional information and costs associated with implementing
and operating the Service Plan, resulting in a total amount paid by the
Intermediate Bond Fund, pursuant to the Service Plan of $916,935.
    


       Shareholder Services Plans.  (Money Market Fund and Bond Fund only).
The Money Market Fund and the Bond Fund each have adopted a separate
Shareholder Services Plan, pursuant to which each Fund reimburses Dreyfus
Service Corporation for certain allocated expenses for the provision of
certain services to such Fund's shareholders. The services provided may
include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of
shareholder accounts.
   

       A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the respective Fund's Board for its review.  In addition,
the Shareholder Services Plan provides that material amendments of the Plan
must be approved by the 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 Shareholder
Services Plan, by vote cast in person at a meeting called for the purpose
of considering such amendments.  The Shareholder Services 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 Shareholder Services Plan.
Each Shareholder Services Plan was last so approved on April 17, 1996.  The
Shareholder Services Plan is terminable at any time by vote of a majority
of the Board members who are not "interested persons" and who have no
direct or indirect financial interest in the operation of the Shareholder
Services Plan.
    
   
       For the fiscal year ended May 31, 1996, the Money Market Fund paid
$113,327, and the Bond Fund paid $841,756, pursuant to the Fund's
Shareholder Services Plan.
    



                 REDEMPTION OF SHARES

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

       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 or the investor's Service Agent, and reasonably believed by the
Transfer Agent to be genuine.  Ordinarily, the Money Market Fund will
initiate payment for shares redeemed pursuant to this Privilege on the same
business day if the Transfer Agent receives the redemption request in
proper form prior to Noon on such day; otherwise the Money Market Fund will
initiate payment on the next business day.  The Longer Term Funds
ordinarily will initiate payment for shares redeemed pursuant to this
privilege on the next business day after receipt by the Transfer Agent of a
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 usually are borne by the investor.  Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.
    


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

       Share Certificates; Signature.  Any certificate 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 concerning signature-guarantees, please
call one of the telephone numbers listed on the cover.

       Redemption Commitment.  Each 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 prior approval of the Securities and Exchange
Commission.  In the case of requests for redemption in excess of such
amount, the Board reserves the right to make payments in whole or in part
in securities (which may include non-marketable securities) or other assets
in case of an emergency or any time a cash distribution would impair the
liquidity of the Fund to the detriment of the existing shareholders.  In
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 respective markets each Fund ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Securities and Exchange Commission so that disposal of such 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 respective Fund's
shareholders.


                  SHAREHOLDER SERVICES

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

       Fund Exchanges.  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, the investor, or the investor's Service Agent
acting on the investor's behalf, must give exchange instructions to the
Transfer Agent in writing or by telephone.  The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless the investor checks the applicable "No" box on the Account
Application, indicating that the investor 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 TouchTrademark automated telephone system) from any person
representing himself or herself to be the investor, or a representative of
the investor's Service Agent, and reasonably believed by the Transfer Agent
to be genuine.   Telephone exchanges may be subject to limitations as to
the amount involved or number of telephone exchanges permitted.  Shares
issued in certificate form are not eligible for telephone exchanges.
    


       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 a 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.  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.  Each Fund reserves the right to reject
any exchange request in whole or in part.  The Fund Exchanges services or
the Dreyfus Auto-Exchange Privilege may be modified or terminated at any
time by a Fund upon notice to its 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 a Fund in shares of other eligible funds in the
Dreyfus Family of Funds of which the investor is a shareholder.  Shares of
other funds purchased pursuant to the 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 the redemption
       of such shares.


                           DETERMINATION OF NET ASSET VALUE

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

       Amortized Cost Pricing.  The information contained in this section is
applicable only to the Money Market Fund.  The valuation of the Money
Market Fund's portfolio securities is based upon their amortized cost,
which does not take into account unrealized capital gains or losses.  This
involves valuing an instrument at its cost, and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the
instrument.  While this method provides certainty in valuation, it may
result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Fund would receive if it sold the
instrument.

       The Money Market Fund's Board has established, as a particular
responsibility within the overall duty of care owed to the Money Market
Fund's investors, procedures reasonably designed to stabilize the Fund's
price per share as computed for the purpose of sales and redemptions at
$1.00.  Such procedures include review of the Money Market Fund's portfolio
holdings by the Board, at such intervals as it deems appropriate, to
determine whether the Money Market Fund's net asset value calculated by
using available market quotations or market equivalents deviates from $1.00
per share based on amortized cost.  Market quotations and market
equivalents used in such review are obtained from an independent pricing
service (the "Service") approved by the Board.  The Service values the
Money Market Fund's investments based on methods which include
consideration of: yields or prices of municipal bonds of comparable
quality, coupon, maturity and type; indications of values from dealers; and
general market conditions.  The Service also may employ electronic data
processing techniques and/or a matrix system to determine valuations.

       The extent of any deviation between the Money Market Fund's net asset
value based upon available market quotations or market equivalents and
$1.00 per share based on amortized cost will be examined by the Board.  If
such deviation exceeds 1/2 of 1%, the Board promptly will consider what
action, if any, will be initiated.  In the event the Board  determines that
a deviation exists which may result in material dilution or other unfair
results to investors or existing shareholders, it has agreed to take such
corrective action as it regards as necessary and appropriate, including:
selling portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withholding dividends or
paying distributions from capital or capital gains; redeeming shares in
kind; or establishing a net asset value per share by using available market
quotations or market equivalents.

       Valuation of Portfolio Securities.  The information contained in this
section is applicable only to the Longer Term Funds.  The investments of
each Longer Term Fund are valued each business day by an independent
pricing service (the "Service") approved by such 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 relevant Fund's
Board.  As to each Fund, expenses and fees, including the management fees
(reduced by the expense limitation, if any) and fees pursuant to the
Service Plan or Shareholder Services Plan, as the case may be, are accrued
daily and are taken into account for the purpose of determining the net
asset value of such Fund's shares.

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


                    PORTFOLIO TRANSACTIONS

        Portfolio securities 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 any Fund for such purchases and
sales, although the price paid usually includes an undisclosed compensation
to the dealer acting as agent.  The prices paid to underwriters of
newly-issued securities usually include a concession paid by the issuer to
the underwriter, and purchases of after-market securities from dealers
ordinarily are executed at a price between the bid and asked price.  No
brokerage commissions have been paid by any Fund to date.

       Transactions are allocated to various dealers by the portfolio
managers of a Fund 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 a 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 each 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.
   

       The amount of transactions during the last fiscal year in newly issued
debt instruments in fixed price public offerings directed to an underwriter
in consideration of, among other things, research services provided was
$5,870,118 for the Intermediate Bond Fund and $36,120,245 for the Bond Fund.
    



                  DIVIDENDS, DISTRIBUTIONS AND TAXES

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

       All Funds.  Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss.  However, all or
portion of any gain realized from the sale or other disposition of certain
market discount bonds will be treated as ordinary income under Section 1276
of the Internal Revenue Code of 1986, as amended (the "Code").

       Longer Term Funds Only.  The Code provides that if a shareholder has
not held his Fund shares for more than six months (or such shorter period
as the Internal Revenue Service may prescribe by regulation) and has
received an exempt-interest dividend with respect to such shares, any loss
incurred on the sale of such shares will be disallowed to the extent of the
exempt-interest dividend received.  In addition, any dividend or
distribution paid shortly after an investor's purchase may have the effect
of reducing the net asset value of his shares below the cost of his
investment.  Such a distribution would be a return on investment in an
economic sense although taxable as stated under "Dividends, Distributions
and Taxes" in the Prospectus.

       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, overrides or modifies 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 to 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 Longer Term Funds 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,
a 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 that case, the Fund may have to dispose
of securities which it might otherwise have continued to hold in order to
generate cash to satisfy these distribution requirements.


                       PERFORMANCE INFORMATION

       The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Performance
Information."
   

       Money Market Fund.  For the seven-day period ended May 31, 1996, the
Money Market Fund's yield was 2.93% and its effective yield was 2.97%.  The
Money Market Fund's yield is computed in accordance with a standardized
method which involves determining the net change in the value of a
hypothetical pre-existing Fund account having a balance of one share at the
beginning of a seven calendar day period for which yield is to be quoted,
dividing the net change by the value of the account at the beginning of the
period to obtain the base period return, and annualizing the results (i.e.,
multiplying the base period return by 365/7).  The net change in the value
of the account reflects the value of additional shares purchased with
dividends declared on the original share and any such additional shares and
fees that may be charged to shareholder accounts, in proportion to the
length of the base period and the Fund's average account size, but does not
include realized gains and losses or unrealized appreciation and
depreciation.  Effective yield is computed by adding 1 to the base period
return (calculated as described above), raising that sum to a power equal
to 365 divided by 7, and subtracting 1 from the result.
    
   

       Based upon a combined 1996 Federal, New York State and New York City
personal income tax rate of 46.60%, the Money Market Fund's tax equivalent
yield for the seven-day period ended May 31, 1996 was 5.49%.
    
   
       Longer Term Funds.  The Intermediate Bond Fund's yield for the 30-day
period ended May 31, 1996 was 4.66%. This yield reflects the waiver of the
management fee and the absorption of expenses by the Manager, without which
the Intermediate Bond Fund's yield for the 30 day period ended May 31, 1996
would have been 4.50%.  The Bond Fund's yield for the 30-day period ended
May 31, 1996 was 5.06%.  Current yield for a Longer Term Fund is computed
pursuant to a formula which operates as follows:  the amount of a Fund's
expenses accrued for a 30-day period is subtracted from the amount of the
dividends and interest earned (computed in accordance with regulatory
requirements) by it 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 1996 Federal, New York State and New York City
personal income tax rate of 46.60%, the Intermediate Bond Fund's tax
equivalent yield for the 30-day period ended May 31, 1996 was 8.73%, and
the Bond Fund's tax equivalent yield for such period was 9.48%. The
Intermediate Bond Fund's tax equivalent yield for the 30-day period ended
May 31, 1996 reflects the waiver of the management fee and absorption of
expenses by the Manager, without which the Intermediate Bond Fund's tax
equivalent yield for such period would have been 8.43%.
    
   
       The Intermediate Bond Fund's average annual total return for the one-
and five-year periods ended May 31, 1996 and for the period from June 12,
1987 (commencement of operations) through May 31, 1996 was 3.52%, 6.87%
and 7.06%, respectively.  The Bond Fund's average annual total return for
the one-, five- and ten-year periods ended May 31, 1996 was 1.84%, 6.64%
and 6.94%, 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 Intermediate Bond Fund's total return for the period June 12, 1987
(commencement of operations) to May 31, 1996 was 84.45%.  The Bond Fund's
total return for the period July 26, 1983 (commencement of operations) to
May 31, 1996 was 187.31%.  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.
    
   
       All Funds.  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 yields
noted above represent the application of the highest Federal, New York
State and New York City marginal personal income tax rates presently in
effect.  For Federal income tax purposes, a 39.6% tax rate has been used.
For New York State and New York City personal income tax purposes, tax
rates of 7.875% and 4.46%, respectively, have been used.  The tax
equivalent figure, however, does not reflect the potential effect of 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.
    
       Yields will fluctuate and are not necessarily representative of future
results.  Each investor should remember that yield is a function of the
type and quality of the instruments in the portfolio, portfolio maturity
and operating expenses.  An investor's principal in the Fund is not
guaranteed.  See "Determination of Net Asset Value" for a discussion of the
manner in which the Fund's price per share is determined.

       From time to time, each Fund may use hypothetical tax equivalent
yields or charts in their advertising.  These hypothetical yields or charts
will be used for illustrative purposes only and are not indicative of the
Fund's past or future performance.

       From time to time, advertising materials for a Fund also 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 Longer Term Funds also may
refer to Morningstar ratings and related analyses supporting such ratings.


                  INFORMATION ABOUT THE FUNDS

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

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

       Each Fund sends annual and semi-annual financial statements to all its
respective 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 each Fund's transfer and
dividend disbursing agent.  Under a transfer agency agreement with each
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 Funds during the month, and is reimbursed for
certain out-of-pocket expenses.  For the period December 1, 1995 (effective
date of transfer agency agreement) through May 31, 1996, the Money Market
Fund, Intermediate Bond Fund and Bond Fund paid the Transfer Agent $60,309,
$74,223 and $279,504, respectively.
    
   
       The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of each Fund's investments.
    
   
       Neither Dreyfus Transfer, Inc. nor The Bank of New York has any part
in determining the investment policies of any Fund or which securities are
to be purchased or sold by a Fund.
    


       Stroock & Stroock & Lavan, Seven Hanover Square, New York, New York
10004-2696, as counsel for each 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 Prospectus.

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


                           APPENDIX A

           INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS

       The financial condition of New York State (the "State") and certain of
its public bodies (the "Agencies") and municipalities, particularly New
York City (the "City"), could affect the market values and marketability of
New York Municipal Obligations which may be held by the Fund.  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, the City and the
Municipal Assistance Corporation for the City of New York ("MAC") 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.
   

       A national recession commenced in mid-1990.  The downturn continued
through the remainder of the 1990-91 fiscal year, and was followed by a
period of weak economic growth during the remainder of the 1991 calendar
year.  For the calendar year 1992, the national economy continued to
recover, although at a rate below all post-war recoveries.  The recession
was more severe in the State than in other parts of the nation, owing to a
significant retrenchment in the financial services industry, cutbacks in
defense spending, and an overbuilt real estate market.  The State economy
remained in recession until 1993, when employment growth resumed.  Since
early 1993, the State has gained approximately 100,000 jobs. The State's
economy expanded modestly during 1995.  Although industries that export
goods and services abroad are expected to benefit from the lower dollar,
growth will be slowed by government cutbacks at all levels.  On an average
annual basis, employment growth in 1995 was estimated to be about the same
as 1994.  Both personal income and wages were estimated to have recorded
moderate gains in 1995.  Employment growth is expected to slow
significantly in 1996 as the pace of national economic growth slackens,
entire industries experience consolidations, and governmental employment
continues to shrink.  Personal income is estimated to increase by
approximately 5.0% in 1996.
    
   
       The State's budget for the 1996-97 fiscal year was enacted by the
Legislature on July 13, 1996, more than three months after the start of the
fiscal year.  Prior to adoption of the budget, the Legislature enacted
appropriations for disbursements considered to be necessary for State
operations and other purposes, including all necessary appropriations for
debt service.  The State Financial Plan for the 1996-97 fiscal year was
formulated on July 25, 1996 and is based on the State's budget as enacted
by the Legislature and signed into law by the Governor, as well as actual
results for the first quarter of the 1996-97 fiscal year.
    
   
       After adjustments for comparability between fiscal years, the adopted
1996-97 budget projects a year-over-year increase in General Fund
disbursements of 0.2%.  Adjusted State Funds (excluding federal grants)
disbursements are projected to increase by 1.6% from the prior fiscal year.
All Governmental Funds projected disbursements increase by 4.1% over the
prior fiscal year, after adjustments for comparability.
    
   
       The 1996-97 State Financial Plan is projected to be balanced on a cash
basis.  As compared to the Governor's proposed budget as revised on March
20, 1996, the State's adopted budget for 1996-97 increases General Fund
spending by $842 million, primarily from increases for education, special
education and higher education ($563 million).  The balance represents
funding increases to a variety of other programs, including community
projects and increased assistance to fiscally distressed cities.  Resources
used to fund these additional expenditures include $540 million in
increased revenues projected for 1996-97 based on higher-than-projected tax
collections during the first half of calendar 1996, $110 million in
projected receipts from a new State tax amnesty program, and other
resources including certain non-recurring resources.  The total amount of
non-recurring resources included in the 1996-97 State budget is projected
to be $1.3 billion, or 3.9% of total General Fund receipts.
    


       The State Financial Plan was based upon forecasts of national and
State economic activity.  Economic forecasts have frequently failed to
predict accurately the timing and magnitude of changes in the national and
the State economies.  Many uncertainties exist in forecasts of both the
national and State economies, including consumer attitudes toward spending,
Federal financial and monetary policies, the availability of credit and the
condition of the world economy, which could have an adverse effect on the
State.  There can be no assurance that the State economy will not
experience worse-than-predicted results, with corresponding material and
adverse effects on the State's projections of receipts and disbursements.

       There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant
disparity between tax revenues projected from a lower recurring receipts
base and the spending required to maintain State programs at current
levels.  To address any potential budgetary imbalance, the State may need
to take significant actions to align recurring receipts and disbursements
in future fiscal years.

       On June 6, 1990, Moody's changed its ratings on all the State's
outstanding general obligation bonds from A1 to A.  On March 26, 1990 and
January 13, 1992, S&P changed its ratings on all of the State's outstanding
general obligation bonds from AA- to A and from A to A-, respectively.  In
February 1991, Moody's lowered its rating on the City's general obligation
bonds from A to Baa1 and in July 1995, S&P lowered its rating on such bonds
from A- to BBB+.  Ratings reflect only the respective views of such
organizations, and their concerns about the financial condition of New York
State and City, the debt load of the State and City and any economic
uncertainties about the region.  There is no assurance that a particular
rating will continue for any given period of time or that any such rating
will not be revised downward or withdrawn entirely if, in the judgment of
the agency originally establishing the rating, circumstances so warrant.
   

       (1)   The State, Agencies and Other Municipalities.  During the mid-
1970s, some of the Agencies and municipalities (in particular, the City)
faced extraordinary financial difficulties, which affected the State's own
financial condition.  These events, including a default on short-term notes
issued by the New York State Urban Development Corporation ("UDC") in
February 1975, which default was cured shortly thereafter, and a
continuation of the financial difficulties of the City, created substantial
investor resistance to securities issued by the State and by some of its
municipalities and Agencies.  For a time, in late 1975 and early 1976,
these difficulties resulted in a virtual closing of public credit markets
for State and many State related securities.
    
   
       In response to the financial problems confronting it, the State
developed and implemented programs for its 1977 fiscal year that included
the adoption of a balanced budget on a cash basis (a deficit of $92 million
that actually resulted was financed by issuing notes that were paid during
the first quarter of the State's 1978 fiscal year).  In addition,
legislation was enacted limiting the occurrence of additional so-called
"moral obligation" and certain other Agency debt, which legislation does
not, however, apply to MAC debt.
    
   
GAAP-Basis Results--1995-96 Fiscal Year.  The State completed its 1995-96
fiscal year with a combined Governmental Funds operating surplus of $432
million, which included an operating surplus in the General Fund of $380
million, in the Capital Projects Funds of $276 million and in the Debt
Service Funds of $185 million.  There was an operating deficit of $409
million in the Special Revenue Funds.  The State's Combined Balance Sheet
as of March 31, 1996 showed an accumulated deficit in its combined
Governmental Funds of $1.23 billion, reflecting liabilities of $14.59
billion and assets of $13.35 billion.  This accumulated Governmental Funds
deficit includes a $2.93 billion accumulated deficit in the General Fund
and an accumulated deficit of $712 million in the Capital Projects Fund
type as partially offset by accumulated surpluses of $468 million and $1.94
billion in the Special Revenue and Debt Service fund types, respectively.
    
   
GAAP-Basis Results--1994-95 Fiscal Year.  The State's Combined Balance
Sheet as of March 31, 1995 showed an accumulated deficit in its combined
governmental funds of $1.666 billion reflecting liabilities of $14.778
billion and assets of $13.112 billion.  This accumulated governmental funds
deficit includes a $3.308 billion accumulated deficit in the General Fund,
as well as accumulated surpluses in the special Revenue and Debt Service
fund types of $877 million and $1.753 billion, respectively, and a $988
million accumulated deficit in the Capital Projects fund type.
    
   
       The State completed its 1994-95 fiscal year with a combined
Governmental Funds operating deficit of $1.791 billion, which included
operating deficits in the General Fund of $1.426 billion, in the Capital
Projects Funds of $366 million, and in the Debt Service Funds of $38
million.  There was an operating surplus in the Special Revenue Funds of
$39 million.
    
   
GAAP-Basis Results--1993-94 Fiscal Year.  The State reported a General Fund
operating surplus of $914 million for the 1993-94 fiscal year, as compared
to an operating surplus of $2.065 billion for the prior fiscal year.  The
1993-94 fiscal year surplus reflects several major factors, including the
cash basis surplus recorded in 1993-94, the use of $671 million of the
1992-93 surplus to fund operating expenses in 1993-94, net proceeds of $575
million in bonds issued by the New York Local Government Assistance
Corporation ("LGAC") and the accumulation of a $265 million balance in the
Contingency Reserve Fund ("CRF").  Revenues increased $543 million (1.7%)
over prior fiscal year revenues with the largest increase occurring in
personal income taxes.  Expenditures increased $1.659 billion (5.6%) over
the prior fiscal year, with the largest increase occurring in State aid for
social services programs.
    
   
       The Special Revenue fund and Debt Service fund ended 1993-94 with
operating surpluses of $149 million and $23 million, respectively.  The
Capital Projects fund ended with an operating deficit of $35 million.
    
   
GAAP-Basis Results--1992-93 Fiscal Year.  The State completed its 1992-93
fiscal year with a GAAP-basis operating surplus of $2.065 billion in the
General Fund and an accumulated deficit of $2.551 billion.  The Combined
Statement of Revenues, Expenditures and Changes in Fund Balances reported
total revenues of $31.085 billion, total expenditures of $29.337 billion,
and net other financing sources and uses of $317 million.  The surplus
primarily reflects the 1992-93 cash-basis surplus and the net proceeds of
$881 million in bonds issued by LGAC.
    
   
       The Special Revenue, Debt Service and Capital Projects fund types
ended the 1992-93 fiscal year with GAAP-basis operating surpluses of $131
million, $381 million, and $57 million, respectively.
    
   
       State Financial Plan--Cash-Basis Results--General Fund.  The General
Fund is the principal operating fund of the State and is used to account
for all financial transactions, except those required to be accounted for
in another fund.  It is the State's largest fund and receives almost all
State taxes and other resources not dedicated to particular purposes.
General Fund moneys are also transferred to other funds, primarily to
support certain capital projects and debt service payments in other fund
types.
    
   
       In the State's 1996-97 fiscal year, the General Fund is expected to
account for approximately 47% of total Governmental Funds disbursements and
71% of total State Funds disbursements.  The General Fund is projected to
be balanced on a cash basis for the 1996-97 fiscal year.  Total receipts
and transfers from other funds are projected to be $33.17 billion, an
increase of $365 million from the prior fiscal year.  Total General Fund
disbursements and transfers to other funds are projected to be $33.12
billion, an increase of $444 million from the total in the prior fiscal
year.
    
   
       New York State's financial operations have improved during recent
fiscal years.  During the period 1989-90 through 1991-92, the State
incurred General Fund operating deficits that were closed with receipts
from the issuance of tax and revenue anticipation notes ("TRANs").  First,
the national recession, and then the lingering economic slowdown in the New
York and regional economy, resulted in repeated shortfalls in receipts and
three budget deficits.  During its last four fiscal years, however, the
State recorded balanced budgets on a cash basis, with positive fund
balances as described below.
    
   
       The State ended its 1995-96 fiscal year on March 31, 1996 with a
General Fund cash surplus.  The Division of the Budget reported that
revenues exceeded projections by $270 million, while spending for social
service programs was lower than forecast by $120 million and all other
spending was lower by $55 million.  From the resulting benefit of $445
million, a $65 million voluntary deposit was made into the Tax
Stabilization Reserve Fund ("TSRF"), and $380 million was used to reduce
1996-97 Financial Plan liabilities by accelerating 1996-97 payments,
deferring 1995-96 revenues, and making a deposit to the tax refund reserve
account.
    
   
       The General Fund closing fund balance was $287 million, an increase of
$129 million from 1994-95 levels.  The $129 million change in fund balance
is attributable to the $65 million voluntary deposit to the TSRF, a $15
million required deposit to the TSRF, a $40 million deposit to the
Contingency Reserve Fund ("CRF"), and a $9 million deposit to the Revenue
Accumulation Fund.  The closing fund balance includes $237 million on
deposit in the TSRF, to be used in the event of any future General Fund
deficit as provided under the State Constitution and State Finance Law.  In
addition, $41 million is on deposit in the CRF.  The CRF was established in
State fiscal year 1993-94 to assist the State in financing the costs of
extraordinary litigation.  The remaining $9 million reflects amounts on
deposit in the Revenue Accumulation Fund.  This fund was created to hold
certain tax receipts temporarily before their deposit to other accounts.
In addition, $678 million was on deposit in the tax refund reserve account,
of which $521 million was necessary to complete the restructuring of the
State's cash flow under the New York Local Government Assistance
Corporation ("LGAC") program.
    
   
       General Fund receipts totaled $32.81 billion, a decrease of 1.1% from
1994-95 levels.  This decrease reflects the impact of tax reductions
enacted and effective in both 1994 and 1995.  General Fund disbursements
totaled $32.68 billion for the 1995-96 fiscal year, a decrease of 2.2% from
1994-95 levels.
    
   
       The State ended its 1994-95 fiscal year with the General Fund in
balance.  The $241 million decline in the fund balance reflects the planned
use of $264 million from the CRF, partially offset by the required deposit
of $23 million to the TSRF.  In addition, $278 million was on deposit in
the tax refund reserve account, $250 million of which was deposited to
continue the process of restructuring the State's cash flow as part of the
LGAC program.  The closing fund balance of $158 million reflects $157
million in the TSRF and $1 million in the CRF.
    
   
       General Fund receipts totaled $33.16 billion, an increase of 2.9% from
1993-94 levels.  General Fund disbursements totaled $33.40 billion for the
1994-95 fiscal year, an increase of 4.7% from the previous fiscal year.
The increase in disbursements was primarily the result of one-time
litigation costs for the State, funded by the use of the CRF, offset by
$188 million in spending reductions initiated in January 1995 to avert a
potential gap in the 1994-95 State Financial Plan.  These actions included
savings from a hiring freeze, halting the development of certain services,
and the suspension of non-essential capital projects.
    
   
       The State ended its 1993-94 fiscal year with a General Fund cash
surplus, primarily the result of an improving national economy, State
employment growth, tax collections that exceeded earlier projections and
disbursements that were below expectations.  A deposit of $268 million was
made to the CRF, with a withdrawal during the year of $3 million, and a
deposit of $67 million was made to the TSRF.  These three transactions
resulted in the change in fund balance of $332 million.  In addition, a
deposit of $1.14 billion was made to the tax refund reserve account, of
which $1.03 billion was available for budgetary purposes in the 1994-95
fiscal year.  The remaining $114 million was redeposited in the tax refund
reserve account at the end of the State's 1994-95 fiscal year to continue
the process of restructuring the State's cash flow as part of the LGAC
program.  The General Fund closing balance was $399 million, of which $265
million was on deposit in the CRF and $134 million in the TSRF.  The CRF
was initially funded with a transfer of $100 million attributable to a
positive margin recorded in the 1992-93 fiscal year.
    
   
       General Fund receipts totaled $32.23 billion, an increase of 2.6% from
1992-93 levels.  General Fund disbursements totaled $31.90 billion for the
1993-94 fiscal year, 3.5% higher than the previous fiscal year.  Receipts
were higher in part due to improved tax collections from renewed State
economic growth, although the State continued to lag behind the national
economic recovery.  Disbursements were higher due in part to increased
local assistance costs for school aid and social services, accelerated
payment of certain Medicaid expenses, and the cost of an additional payroll
for State employees.
    
   
Cash-Basis Results--Other Governmental Funds.  Activity in the three other
governmental funds has remained relatively stable over the last three
fiscal years, with Federally-funded programs comprising approximately two-
thirds of these funds.  The most significant change in the structure of
these funds has been the redirection, beginning in the 1993-94 fiscal year,
of a portion of transportation-related revenues from the General Fund to
two new dedicated funds in the Special Revenue and Capital Projects Fund
types.  These revenues are used to support the capital programs of the
Department of Transportation  and the Metropolitan Transportation Authority
("MTA").
    
   
       The Special Revenue Funds account for State receipts from specific
sources that are legally restricted in use to specified purposes and
include all moneys received from the Federal government.  Revenues in
Special Revenue Funds in the State's 1995-96 fiscal year increased $1.45
billion over the prior fiscal year as a result of increases in federal
grants and lottery revenues.  Disbursements from Special Revenue Funds in
the State's 1995-96 fiscal year increased $1.21 billion over the prior
fiscal year as a result of increased costs for social services programs and
an increase in the distribution of lottery proceeds to school districts.
    
   
       The Capital Projects Funds are used to finance the acquisition and
construction of major capital facilities and to aid local government units
and Agencies in financing capital constructions.  Revenues in the Capital
Projects Funds in the State's 1995-96 fiscal year increased $260 million
primarily because a larger share of the petroleum business tax was shifted
from the General Fund to the Dedicated Highway and Bridge Trust Fund and by
an increase in federal grant revenues.  Expenditures increased $194 million
because of increased expenditures for education and health and
environmental projects.
    
   
       The Debt Service Funds serve to fulfill State debt service on long-
term general obligation State debt and other State lease/purchase and
contractual obligation financing commitments.  Revenues in the Debt Service
Funds in the State's 1995-96 fiscal year increased $10 million because of
increases in both dedicated taxes and mental hygiene patient fees.
Expenditures increased $201 million.
    
   
       State Borrowing Plan.  The State anticipates that its capital programs
will be financed, in part, through borrowings by the State and public
authorities in the 1996-97 fiscal year.  The State expects to issue $411
million in general obligation bonds (including $153.6 million for purposes
of redeeming outstanding BANs) and $154 million in general obligation
commercial paper.  The Legislature has also authorized the issuance of up
to $101 million in COPs during the State's 1996-97 fiscal year for
equipment purchases.  The projection of the State regarding its borrowings
for the 1996-97 fiscal year may change if circumstances require.
    
   
       State Agencies.  The fiscal stability of the State is related, at
least in part, to the fiscal stability of its localities and various of its
Agencies.  Various Agencies have issued bonds secured, in part, by
non-binding statutory provisions for State appropriations to maintain
various debt service reserve funds established for such bonds (commonly
referred to as "moral obligation" provisions).
    
   
       At September 30, 1995, there were 17 Agencies that had outstanding
debt of $100 million or more.  The aggregate outstanding debt, including
refunding bonds, of these 17 Agencies was $73.45 billion as of September
30, 1995.  As of March 31, 1995, aggregate Agency debt outstanding as
State-supported debt was $27.9 billion and as State-related was $36.1
billion.  Debt service on the outstanding Agency obligations normally is
paid out of revenues generated by the Agencies' projects or programs, but
in recent years the State has provided special financial assistance, in
some cases on a recurring basis, to certain Agencies for operating and
other expenses and for debt service pursuant to moral obligation
indebtedness provisions or otherwise.  Additional assistance is expected to
continue to be required in future years.
    
   
       Several Agencies have experienced financial difficulties in the past.
Certain Agencies continue to experience financial difficulties requiring
financial assistance from the State.  Failure of the State to appropriate
necessary amounts or to take other action to permit certain Agencies to
meet their obligations could result in a default by one or more of such
Agencies.  If a default were to occur, it would likely have a significant
effect on the marketability of obligations of the State and the Agencies.
These Agencies are discussed below.
    
   
       The New York State Housing Finance Agency ("HFA") provides financing
for multifamily housing, State University construction, hospital and
nursing home development, and other programs.  In general, HFA depends upon
mortgagors in the housing programs it finances to generate sufficient funds
from rental income, subsidies and other payments to meet their respective
mortgage repayment obligations to HFA, which provide the principal source
of funds for the payment of debt service on HFA bonds, as well as to meet
operating and maintenance costs of the projects financed.  From January 1,
1976 through March 31, 1987, the State was called upon to appropriate a
total of $162.8 million to make up deficiencies in the debt service reserve
funds of HFA pursuant to moral obligation provisions.  The State has not
been called upon to make such payments since the 1986-87 fiscal year.
    
   
       UDC has experienced, and expects to continue to experience, financial
difficulties with the housing programs it had undertaken prior to 1975,
because a substantial number of these housing program mortgagors are unable
to make full payments on their mortgage loans.  Through a subsidiary, UDC
is currently attempting to increase its rate of collection by accelerating
its program of foreclosures and by entering into settlement agreements.
UDC has been, and will remain, dependent upon the State for appropriations
to meet its operating expenses.  The State also has appropriated money to
assist in the curing of a default by UDC on notes which did not contain the
State's moral obligation provision.
    
   
       The MTA oversees New York City's subway and bus lines by its
affiliates, the New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the "TA").  Through
MTA's subsidiaries, the Long Island Rail Road Company, the Metro-North
Commuter Railroad Company and the Metropolitan Suburban Bus Authority, the
MTA operates certain commuter rail and bus lines in the New York
metropolitan area.  In addition, the Staten Island Rapid Transit Authority,
an MTA subsidiary, operates a rapid transit line on Staten Island.  Through
its affiliated agency, the Triborough Bridge and Tunnel Authority (the
"TBTA"), the MTA operates certain toll bridges and tunnels.  Because fare
revenues are not sufficient to finance the mass transit portion of these
operations, the MTA has depended and will continue to depend for operating
support upon a system of State, local government and TBTA support and, to
the extent available, Federal operating assistance, including loans, grants
and subsidies.  If current revenue projections are not realized and/or
operating expenses exceed current projections, the TA or commuter railroads
may be required to seek additional State assistance, raise fares or take
other actions.
    
   
       Over the past several years the State has enacted several
taxes--including a surcharge on the profits of banks, insurance
corporations and general business corporations doing business in the
12-county region (the "Metropolitan Transportation Region") served by the
MTA and a special .25% regional sales and use tax--that provide additional
revenues for mass transit purposes, including assistance to the MTA.  In
addition, since 1987, State law has required that the proceeds of .25%
mortgage recording tax paid on certain mortgages in the Metropolitan
Transportation Region be deposited in a special MTA fund for operating or
capital expenses.  Further, in 1993, the State dedicated a portion of
certain additional State petroleum business tax receipts to fund operating
or capital assistance to the MTA.  For the 1996-97 State fiscal year, total
State assistance to the MTA is estimated at approximately $1.09 billion.
    
   
       In 1981, the State Legislature authorized procedures for the adoption,
approval and amendment of a five-year plan for the capital program designed
to upgrade the performance of the MTA's transportation systems and to
supplement, replace and rehabilitate facilities and equipment, and also
granted certain additional bonding authorization therefor.
    
   
       State legislation accompanying the 1996-97 adopted State budget
authorized the MTA, TBTA and TA to issue an aggregate of $6.5 billion in
bonds to finance a portion of a new $11.98 billion MTA capital plan for the
1995 through 1999 calendar years (the "1995-99 Capital Program"), and
authorized the MTA to submit the 1995-99 Capital Program to the Capital
Program Review Board for approval.  This plan will supersede the
overlapping portion of the MTA's 1992-96 Capital Program.  This is the
fourth capital plan since the Legislature authorized procedures for the
adoption, approval and amendment of MTA capital programs and is designed to
upgrade the performance of the MTA's transportation systems by investing in
new rolling stock, maintaining replacement schedules for existing assets
and bringing the MTA system into a state of good repair.  The 1995-99
Capital Program assumes the issuance of an estimated $5.1 billion in bonds
under this $6.5 billion aggregate bonding authority.  The remainder of the
plan is projected to be financed through assistance from the State, the
federal government, and the City of New York, and from various other
revenues generated from actions taken by the MTA.
    
   
       There can be no assurance that such governmental actions will be
taken, that sources currently identified will not be decreased or
eliminated, or that the 1995-1999 Capital Program will not be delayed or
reduced.  If the MTA capital program is delayed or reduced because of
funding shortfalls or other factors, ridership and fare revenues may
decline, which could, among other things, impair the MTA's ability to meet
its operating expenses without additional State assistance.
    
   
       The cities, towns, villages and school districts of the State are
political subdivisions of the State with the powers granted by the State
Constitution and statutes.  As the sovereign, the State retains broad
powers and responsibilities with respect to the government, finances and
welfare of these political subdivisions, especially in education and social
services.  In recent years the State has been called upon to provide added
financial assistance to certain localities.
    
   
       Other Localities.  Certain localities in addition to the City could
have financial problems leading to requests for additional State assistance
during the last several State fiscal years.  The potential impact on the
State of such actions by localities is not included in the projections of
the State receipts and disbursements in the State's 1996-97 fiscal year.
    
   
       Fiscal difficulties experienced by the City of Yonkers resulted in the
re-establishment of the Financial Control Board for the City of Yonkers by
the State in 1984.  That Board is charged with oversight of the fiscal
affairs of Yonkers.  Future actions taken by the State to assist Yonkers
could result in increased State expenditures for extraordinary local
assistance.
    
   
       Beginning in 1990, the City of Troy experienced a series of budgetary
deficits that resulted in the establishment of a Supervisory Board for the
City of Troy in 1994.  The Supervisory Board's powers were increased in
1995, when Troy MAC was created to help Troy avoid default on certain
obligations.  The legislation creating Troy MAC prohibits the City of Troy
from seeking federal bankruptcy protection while Troy MAC bonds are
outstanding.
    
   
       Seventeen municipalities received extraordinary assistance during the
1996 legislative session through $50 million in special appropriations
targeted for distressed cities.
    
   
       Municipalities and school districts have engaged in substantial
short-term and long-term borrowings.  In 1994, the total indebtedness of
all localities in the State, other than the City, was approximately $17.7
billion.  A small portion (approximately $82.9 million) of this
indebtedness represented borrowing to finance budgetary deficits and was
issued pursuant to enabling State legislation.  State law requires the
Comptroller to review and make recommendations concerning the budgets of
those local government units other than the City authorized by State law to
issue debt to finance deficits during the period that such deficit
financing is outstanding.  Seventeen localities had outstanding
indebtedness for deficit financing at the close of their fiscal year ending
in 1994.
    
   
       From time to time, Federal expenditure reductions could reduce, or in
some cases eliminate, Federal funding of some local programs and
accordingly might impose substantial increased expenditure requirements on
affected localities to increase local revenues to sustain those
expenditures.  If the State, the City or any of the Agencies were to suffer
serious financial difficulties jeopardizing their respective access to the
public credit markets, the marketability of notes and bonds issued by
localities within the State could be adversely affected.  Localities also
face anticipated and potential problems resulting from certain pending
litigation, judicial decisions and long-range economic trends.  The
longer-range, potential problems of declining city population, increasing
expenditures and other economic trends could adversely affect localities
and require increasing State assistance in the future.
    
   
       Certain litigation pending against the State or its officers or
employees could have a substantial or long-term adverse effect on State
finances.  Among the more significant of these litigations are those that
involve:  (i) the validity and fairness of agreements and treaties by which
various Indian tribes transferred title to the State of approximately six
million acres of land in central New York; (ii) certain aspects of the
State's Medicaid rates and regulations, including reimbursements to
providers of mandatory and optional Medicaid services; (iii) contamination
in the Love Canal area of Niagara Falls; (iv) a challenge to the State's
practice of reimbursing certain Office of Mental Health patient-care
expenses with clients' Social Security benefits; (v) a challenge to the
methods by which the State reimburses localities for the administrative
costs of food stamp programs;  (vi) a challenge to the State's possession
of certain funds taken pursuant to the State's Abandoned Property law;
(vii) alleged responsibility of State officials to assist in remedying
racial segregation in the City of Yonkers; (viii) an action, in which the
State is a third party defendant, for injunctive or other appropriate
relief, concerning liability for the maintenance of stone groins
constructed along certain areas of Long Island's shoreline; (ix) actions
challenging the constitutionality of legislation enacted during the 1990
legislative session which changed the actuarial funding methods for
determining contributions to State employee retirement systems; (x) an
action against State and City officials alleging that the present level of
shelter allowance for public assistance recipients is inadequate under
statutory standards to maintain proper housing; (xi) an action challenging
legislation enacted in 1990 which had the effect of deferring certain
employer contributions to the State Teachers' Retirement System and
reducing State aid to school districts by a like amount; (xii) a challenge
to the constitutionality of financing programs of the Thruway Authority
authorized by Chapters 166 and 410 of the Laws of 1991 (described below in
this Part); (xiii) a challenge to the constitutionality of financing
programs of the Metropolitan Transportation Authority and the Thruway
Authority authorized by Chapter 56 of the Laws of 1993 (described below in
this Part); (xiv) challenges to the delay by the State Department of Social
Services in making two one-week Medicaid payments to the service providers;
(xv) challenges by commercial insurers, employee welfare benefit plans, and
health maintenance organizations to provisions of Section 2807-c of the
Public Health Law which impose 13%, 11% and 9% surcharges on inpatient
hospital bills and a bad debt and charity care allowance on all hospital
bills paid by such entities; (xvi) challenges to the promulgation of the
State's proposed procedure to determine the eligibility for and nature of
home care services for Medicaid recipients; (xvii) a challenge to State
implementation of a program which reduces Medicaid benefits to certain
home-relief recipients; and (xviii) challenges to the rationality and
retroactive application of State regulations recelebrating nursing home
Medicaid rates.
    
   
       (2)   New York City.  In the mid-1970s, the City had large accumulated
past deficits and until recently was not able to generate sufficient tax
and other ongoing revenues to cover expenses in each fiscal year.  However,
the City has achieved balanced operating results for each of its fiscal
years since 1981 as reported in accordance with the then-applicable GAAP
standards.  The City's ability to maintain balanced operating results in
future years is subject to numerous contingencies and future developments.
    
   
       The City's economy, whose rate of growth slowed substantially over the
past three years, is currently in recession.  During the 1990 and 1991
fiscal years, as a result of the slowing economy, the City has experienced
significant shortfalls in almost all of its major tax sources and increases
in social services costs, and has been required to take actions to close
substantial budget gaps in order to maintain balanced budgets in accordance
with the Financial Plan.
    
   
       In 1975, the City became unable to market its securities and entered a
period of extraordinary financial difficulties.  In response to this
crisis, the State created MAC to provide financing assistance to the City
and also enacted the New York State Financial Emergency Act for the City of
New York (the "Emergency Act") which, among other things, created the
Financial Control Board (the "Control Board") to oversee the City's
financial affairs and facilitate its return to the public credit markets.
The State also established the Office of the State Deputy Comptroller
("OSDC") to assist the Control Board in exercising its powers and
responsibilities.  On June 30, 1986, the Control Board's powers of approval
over the City Financial Plan were suspended pursuant to the Emergency Act.
However, the Control Board, MAC and OSDC continue to exercise various
monitoring functions relating to the City's financial condition.  The City
prepares and operates under a four-year financial plan which is submitted
annually to the Control Board for review and which the City periodically
updates.
    
   
       The City's independently audited operating results for each of its
fiscal years from 1981 through 1995 show a General Fund surplus reported in
accordance with GAAP.  The City has eliminated the cumulative deficit in
its net General Fund position.
    
   
       According to a recent OSDC economic report, the City's economy was
slow to recover from the recession and is expected to experience a weak
employment situation, and moderate wage and income growth, during the 1995-
96 period.  Also, Financial Plan reports of OSDC, the Control Board, and
the City Comptroller have variously indicated that many of the City's
balanced budgets have been accomplished, in part, through the use of non-
recurring resource, tax and fee increases, personnel reductions and
additional State assistance; that the City has not yet brought its long-
term expenditures in line with recurring revenues; that the City's proposed
gap-closing programs, if implemented, would narrow future budget gaps; that
these programs tend to rely heavily on actions outside the direct control
of the City; and that the City is therefore likely to continue to face
futures projected budget gaps requiring the City to reduce expenditures
and/or increase revenues.  According to the most recent staff reports of
OSDC, the Control Board and the City Comptroller during the four-year
period covered by the current Financial Plan, the City is relying on
obtaining substantial resources from initiatives needing approval and
cooperation of its municipal labor unions, Covered Organizations, and City
Council, as well as the State and Federal governments, among others, and
there can be no assurance that such approval can be obtained.
    
   
       The City requires certain amounts of financing for seasonal and
capital spending purposes.  The City has issued $1.75 billion of notes for
seasonal financing purposes during the 1994 fiscal year.  The City's
capital financing program projects long-term financing requirements of
approximately $17 billion for the City's fiscal years 1995 through 1998 for
the construction and rehabilitation of the City's infrastructure and other
fixed assets.  The major capital requirement include expenditures for the
City's water supply system, and waste disposal systems, roads, bridges,
mass transit, schools and housing.  In addition, the City and the Municipal
Water Finance Authority issued about $1.8 billion in refunding bonds in the
1994 fiscal year.
    
   
       State Economic Trends.  The State historically has been one of the
wealthiest states in the nation.  For decades, however, the State has grown
more slowly than the nation as a whole, gradually eroding its relative
economic position.  Statewide, urban centers have experienced significant
changes involving migration of the more affluent to the suburbs and an
influx of generally less affluent residents.  Regionally, the older
Northeast cities have suffered because of the relative success that the
South and the West have had in attracting people and business.  The City
has also had to face greater competition as other major cities have
developed financial and business capabilities which make them less
dependent on the specialized services traditionally available almost
exclusively in the City.
    
   
       During the 1982-83 recession, overall economic activity in the State
declined less than that of the nation as a whole.  However, in the calendar
years 1984 through 1991, the State's rate of economic expansion was
somewhat slower than that of the nation.  In the 1990-91 recession, the
economy of the State, and that of the rest of the Northeast, was more
heavily damaged than that of the nation as a whole and has been slower to
recover.  The total employment growth rate in the State has been below the
national average since 1984.  The unemployment rate in the State dipped
below the national rate in the second half of 1981 and remained lower until
1991; since then, it has been higher.  According to data published by the
U.S. Bureau of Economic Analysis, during the past ten years, total personal
income in the State rose slightly faster than the national average only
from 1986 through 1988.
    


                                  APPENDIX B


                 Description of S&P, Moody's & 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 or 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 interest and repayment 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 designation 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.

                                       SP-3

       The issuers of these municipal notes exhibit speculative 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.  Issues assigned an A rating are regarded as having the
greatest capacity for timely payment.  Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.

                                        A-1

       This designation indicates that the degree of safety regarding timely
payment is 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.

                                        A-3

       Issues carrying this designation have a satisfactory capacity for
timely payment.  They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.


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.

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

Municipal Note Ratings

       Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG).  Such ratings
recognize the 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.

                                  MIG 3/VMIG 3

       This designation denotes favorable quality.  All security elements are
accounted for but there is lacking the undeniable strength of the preceding
grades.  Liquidity and cash flow protection may be narrow and market access
for refinancing is likely to be less well established.

                                  MIG 4/VMIG 4

       This designation denotes adequate quality.  Protection commonly
regarded as required of an investment security is present and, although not
distinctly or predominantly speculative, there is specific risk.

Commercial Paper Ratings

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

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

       Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced.  Variability in earnings and profitability may result in
changes in the level of debt protection measurements and the requirements
for relatively high financial leverage.  Adequate 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.




DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.                 MAY 31, 1996
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS NEW YORK TAX
EXEMPT
BOND FUND, INC. AND THE LEHMAN BROTHERS MUNICIPAL BOND INDEX
[Exhibit A:
Dollars
$21,985
Lehman Brothers
Municipal Bond Index*
$19,552
Dreyfus New York
Tax Exempt Bond Fund
*Source: Lehman Brothers]
<TABLE>
<CAPTION>

AVERAGE ANNUAL TOTAL RETURNS
                              ONE YEAR ENDED                FIVE YEARS ENDED              TEN YEARS ENDED
                              MAY 31, 1996                  MAY 31, 1996                  MAY 31, 1996
                              ________                      _________                     _________
                              <S>                           <C>                           <C>
                              1.84%                         6.64%                         6.94%
</TABLE>
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in Dreyfus New York Tax
Exempt Bond Fund, Inc. on 5/31/86 to a $10,000 investment made in the Lehman
Brothers Municipal Bond Index on that date. All dividends and capital gain
distributions are reinvested.
The Fund invests primarily in New York municipal securities and its
performance shown in the line graph takes into account fees and expenses.
Unlike the Fund, the Lehman Brothers Municipal Bond Index is an unmanaged
total return performance benchmark for the long-term, investment-grade,
geographically unrestricted tax exempt bond market, calculated by using
municipal bonds selected to be representative of the municipal market
overall. The Index does not take into account charges, fees and other
expenses. Also, unlike the Fund which principally limits investments to New
York municipal obligations, the Index is not State specific. These factors
can contribute to the Index potentially outperforming the Fund. Further
information relating to Fund performance, including expense reimbursements,
if applicable, is contained in the Financial Highlights section of the
Prospectus and elsewhere in this report.
<TABLE>
<CAPTION>

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF INVESTMENTS                                                                                             MAY 31, 1996
                                                                                                      PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS-99.5%                                                                  AMOUNT         VALUE
                                                                                                       ________      ________
<S>                                                                                              <C>              <C>
NEW YORK-93.5%
Alleghany County Industrial Development Agency, Solid Waste Disposal Facility
Revenue
    (Atlantic Richfield Co. Facility) 6.625%, 9/1/2016......................                     $   5,600,000    $ 5,770,520
Cohoes Industrial Development Agency, IDR (Norlite Corp. Project)
    6.75%, 5/1/2009 (LOC; Dresdner Bank)(a).................................                         5,000,000      5,203,900
Essex County Industrial Development Agency, SWDR (International Paper Co.
Projects)
    5.80%, 12/1/2019........................................................                         5,500,000      5,267,625
Metropolitan Transportation Authority:
    Commuter Facilities, Service Contract 6%, 7/1/2016 (Insured; FGIC)......                         9,000,000      8,942,400
    Transit Facilities Revenue 5.50%, 7/1/2022 (Insured; FGIC)..............                        24,000,000     22,441,440
    Transit Facilities, Service Contract:
      7.125%, 7/1/2009......................................................                         5,000,000      5,431,300
      5.75%, 7/1/2015.......................................................                        10,000,000      9,304,600
      7.50%, 7/1/2019 (Prerefunded 7/1/2000)(b).............................                         7,700,000      8,607,522
Municipal Assistance Corporation for City of New York, Refunding 5.50%, 7/1/2001                    19,765,000     20,422,186
Nassau County Industrial Development Agency, IDR
    (Hofstra University Project) 8.25%, 7/1/2003 (Prerefunded 7/1/1998)(b)..                         3,000,000      3,240,090
New York City:
    7.50%, 2/1/2003.........................................................                         3,500,000      3,833,900
    6.375%, 8/1/2004........................................................                        16,000,000     16,558,560
    7.50%, 2/1/2006.........................................................                         4,000,000      4,388,720
    5.75%, 2/1/2007.........................................................                        22,305,000     21,511,165
    5.75%, 8/15/2008........................................................                         5,000,000      4,749,350
    6.25%, 8/1/2009.........................................................                        10,500,000     10,364,760
    7.50%, 3/15/2010........................................................                         2,340,000      2,515,172
    6.25%, 8/1/2010.........................................................                        10,000,000      9,878,800
    7%, 10/1/2010...........................................................                         3,955,000      4,151,484
    3.65%, 8/1/2011.........................................................                        18,775,000     16,702,991
    6.25%, 8/1/2011 (Insured; FSA) (Prerefunded 8/1/2002)(b)................                         3,950,000      4,295,388
    5.75%, 8/15/2011........................................................                         8,870,000      8,289,281
    6.85%, 10/1/2013........................................................                         5,000,000      5,103,850
    5.875%, 3/15/2018.......................................................                         6,130,000      5,622,803
    5.75%, 2/1/2020.........................................................                         6,525,000      5,861,146
    7.50%, 8/1/2021.........................................................                         5,000,000      5,486,200
    Refunding:
      7.50%, 3/15/2010 (Prerefunded 3/15/2000)(b)...........................                         7,660,000      8,490,650
      6.375%, 8/15/2012.....................................................                        18,000,000     17,881,200
New York City Industrial Development Agency, Special Facility Revenue
    (Terminal One Group Assoc., L.P. Project) 6.125%, 1/1/2024..............                        41,575,000     40,282,849
New York City Municipal Water Finance Authority, Water and Sewer Systems
Revenue:
    7%, 6/15/2015 (Prerefunded 6/15/2001)(b)................................                         5,655,000      6,251,715
    5.50%, 6/15/2019........................................................                         5,090,000      4,676,335

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                           MAY 31, 1996
                                                                                                      PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED)                                                             AMOUNT        VALUE
                                                                                                       ________      ________
NEW YORK (CONTINUED)

New York City Municipal Water Finance Authority,
    Water and Sewer Systems Revenue (continued):
      5.50%, 6/15/2020......................................................                  $     29,835,000    $27,328,561
      6.20%, 6/15/2021 (Insured; AMBAC).....................................                         9,700,000      9,863,930
State of New York:
    5.875%, 3/15/2014.......................................................                         3,000,000      3,002,070
    5.75%, 6/15/2026 (Insured; MBIA)........................................                        25,000,000     24,050,000
    5.875%, 6/15/2026.......................................................                         8,750,000      8,439,287
    COP Commissioner Office of Mental Health 8.30%, 9/1/2012................                         4,000,000      4,236,000
    Environmental Quality 5%, 1/15/2014.....................................                         7,670,000      6,869,099
    Refunding:
      5.625%, 8/15/2009.....................................................                        15,000,000     15,023,250
      5.70%, 8/15/2011......................................................                         4,500,000      4,488,255
      6.125%, 11/15/2011....................................................                         3,130,000      3,217,107
      5.80%, 10/1/2013......................................................                         4,715,000      4,703,825
      5.625%, 10/1/2020.....................................................                         5,175,000      4,924,633
New York State Dormitory Authority, Revenues:
    (City University Systems):
      6.375%, 7/1/2008......................................................                         7,070,000      7,171,879
      7%, 7/1/2009..........................................................                         8,500,000      9,218,165
      5.60%, 7/1/2010.......................................................                        12,000,000     11,348,880
      7.50%, 7/1/2010 (Insured; FGIC).......................................                         5,000,000      5,930,250
      5.75%, 7/1/2013.......................................................                         4,100,000      3,888,440
      5.625%, 7/1/2016......................................................                        11,120,000     10,312,466
      5.75%, 7/1/2018.......................................................                        36,410,000     34,181,344
      5%, 7/1/2020..........................................................                        50,500,000     41,579,175
    (Columbia University) 5.75% 7/1/2009....................................                        10,000,000     10,348,600
    (Cornell University) 7.375%, 7/1/2030...................................                        11,785,000     12,964,796
    Department of Health:
      5.75%, 7/1/2017.......................................................                        17,010,000     15,785,450
      5.50%, 7/1/2025.......................................................                        35,080,000     30,871,803
      Refunding 5.50%, 7/1/2014.............................................                        10,000,000      9,058,100
    Lease Court Facilities 5.70%, 5/15/2022.................................                         5,000,000      4,550,750
    Mental Health Services Facility Improvement 5.375%, 2/15/2026...........                        17,550,000     15,221,993
    (New York Medical College) 6.875%, 7/1/2021 (Insured; AGIC).............                        19,310,000     20,601,067
    (State University) 7.60%, 7/1/2018 (Prerefunded 7/1/1998)(b)............                         3,000,000      3,259,650
      Educational Facilities:
          7.25%, 5/15/2008 (Prerefunded 5/15/2000)(b).......................                        11,590,000     12,840,329
          5.875%, 5/15/2011.................................................                        20,000,000     19,324,400
          7.50%, 5/15/2011..................................................                         3,750,000      4,270,050
          5.50%, 5/15/2013..................................................                        16,035,000     14,780,101
          6.375%, 5/15/2014.................................................                         7,110,000      7,072,175

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                                 MAY 31, 1996
                                                                                                     PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED)                                                            AMOUNT         VALUE
                                                                                                      ________       ________
NEW YORK (CONTINUED)
New York State Dormitory Authority, Revenues (continued):
    (State University) (continued):
      Educational Facilities (continued):
          7.375%, 5/15/2014 (Prerefunded 5/15/2000)(b)......................                  $     10,155,000    $11,317,240
          5.25%, 5/15/2015..................................................                        12,500,000     11,103,375
          7%, 5/15/2018 (Prerefunded 5/15/2000)(b)..........................                        16,060,000     17,649,138
          7.25%, 5/15/2018 (Prerefunded 5/15/2002)(b).......................                        16,065,000     18,311,208
          6%, 5/15/2022.....................................................                         5,025,000      4,750,736
          Refunding 7.375%, 5/15/2014.......................................                        12,945,000     14,148,367
    (Upstate Community College) 5.70%, 7/1/2021.............................                        12,290,000     11,200,492
New York State Energy Research and Development Authority:
    Electric Facilities Revenue:
      (Consolidated Edison Co. Project) 7.375%, 7/1/2024....................                         7,000,000      7,377,580
      (Long Island Lighting Co. Project):
          7.15%, 9/1/2019...................................................                        12,230,000     12,087,521
          7.15%, 12/1/2020..................................................                        14,650,000     14,478,302
          7.15%, 2/1/2022...................................................                         5,000,000      4,940,250
    Facilities Revenue (Consolidated Edison Co. Project):
      6.375%, 12/1/2027.....................................................                         9,465,000      9,466,704
      7.125%, 12/1/2029.....................................................                        13,000,000     14,365,910
    Gas Facilities Revenue (Brooklyn Union Gas Co. Project)
      5.50%, 1/1/2021 (Insured; MBIA).......................................                        16,000,000     15,045,920
    SWDR (New York State Electric and Gas Co. Project) 5.70%, 12/1/2028.....                         17,320,000    16,380,390
New York State Environmental Facilities Corp.:
    SWDR (Occidental Petroleum Corp. Project)
      6.10%, 11/1/2030 (Guaranteed; Occidental Petroleum Corp.).............                         5,000,000      4,771,450
    State Water Pollution Control Revolving Fund Revenue
      (New York City Municipal Water Finance Authority Project):
          6.875%, 6/15/2010.................................................                        21,340,000     23,278,312
          7.25%, 6/15/2010..................................................                        16,065,000     17,913,760
          7%, 6/15/2012.....................................................                        21,660,000     23,601,819
New York State Housing Finance Agency, Revenue:
    Health Facilities Refunding:
      5.875%, 5/1/2004......................................................                         6,500,000      6,457,035
      6%, 5/1/2008..........................................................                        10,000,000      9,693,600
    Insured Multi-Family Mortgage 7%, 8/15/2022.............................                         4,495,000      4,711,210
    Multi-Family Housing Second Mortgage 6.95%, 8/15/2024 (Insured; FHA)....                         2,940,000      3,058,717
    Service Contract Obligation:
      6.375%, 9/15/2015.....................................................                         5,000,000      4,977,450
      5.50%, 9/15/2022......................................................                         4,000,000      3,514,600
      Refunding 5.375%, 9/15/2011...........................................                        13,520,000     12,088,773

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                            MAY 31, 1996
                                                                                                     PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED)                                                            AMOUNT         VALUE
                                                                                                      ________       ________
NEW YORK (CONTINUED)
New York State Local Government Assistance Corp.:
    7%, 4/1/2005............................................................                 $       4,300,000    $ 4,727,678
    5.50%, 4/1/2021.........................................................                        10,000,000      9,230,700
    5.50%, 4/1/2023.........................................................                         7,000,000      6,443,850
    6%, 4/1/2024............................................................                        10,000,000      9,767,700
    Refunding 5%, 4/1/2021..................................................                        22,140,000     19,030,880
New York State Medical Care Facilities Finance Agency, Revenue:
    FHA Insured Mortgage:
      (Montefiore Medical Center) 5.75%, 2/15/2015 (Insured; AMBAC).........                         8,750,000      8,519,525
      (New York Hospital) 6.50%, 8/15/2029 (Insured; AMBAC).................                        12,000,000     12,533,160
      (Saint Lukes Hospital) 7.45%, 2/15/2029 (Prerefunded 2/15/2000)(b)....                        10,000,000     11,122,700
    Hospital and Nursing Home FHA Insured Mortgage:
      6.45%, 2/15/2009......................................................                         6,325,000      6,657,379
      6.85%, 2/15/2012......................................................                         6,000,000      6,338,640
      6.125%, 2/15/2015.....................................................                        13,270,000     13,268,540
      7.45%, 8/15/2031......................................................                         4,250,000      4,612,823
      (Presbyterian Hospital) Refunding 5.375%, 2/15/2025 (Insured; MBIA)...                         8,315,000      7,580,370
    Insured Long Term Health Care 6.45%, 11/1/2010 (Insured; FSA)...........                        11,660,000     12,257,342
    Mental Health Services:
      5.375%, 8/15/2013 (Insured; FGIC).....................................                        10,000,000     9,436,400
      5.80%, 8/15/2022 (Insured; AMBAC).....................................                        14,515,000     14,085,791
      5.25%, 8/15/2023 (Insured; FGIC)......................................                        18,575,000     16,636,513
      Refunding, Custodial Receipts:
          5.375%, 2/15/2014 (Insured; FSA)..................................                        16,000,000     15,024,800
          5.25%, 2/15/2019 (Insured; FSA) (Prerefunded 2/15/2004)(b)........                        17,015,000     15,452,002
          5.25%, 2/15/2019 (Insured; FGIC)..................................                        39,060,000     35,516,867
    Mental Health Services Facilities Improvement
      6%, 2/15/2025 (Insured; MBIA).........................................                         8,710,000      8,574,298
New York State Mortgage Agency, Homeowner Mortgage Revenue:
    5.50%, 4/1/2019.........................................................                         5,000,000      4,777,550
    6.60%, 10/1/2019........................................................                        10,685,000     11,034,186
    6.45%, 10/1/2020........................................................                        17,315,000     17,669,958
    6.625%, 4/1/2025........................................................                         7,135,000      7,313,589
    6.20%, 10/1/2026........................................................                        28,100,000     27,793,991
New York State Power Authority, Revenue and General Purpose
    6.625%, 1/1/2012........................................................                         5,690,000      6,119,197
New York State Thruway Authority:
    Highway and Bridge Trust Fund 5.50%, 4/1/2015 (Insured; MBIA)...........                        10,550,000     10,101,942
    Service Contract Revenue (Local Highway and Bridge):
      7.25%, 1/1/2010 (Prerefunded 1/1/2001)(b).............................                        13,000,000     14,496,430

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                           MAY 31, 1996
                                                                                                     PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED)                                                            AMOUNT         VALUE
                                                                                                       ________      ________
NEW YORK (CONTINUED)

New York State Thruway Authority (continued):
    Service Contract Revenue (Local Highway and Bridge) (continued):
      6%, 4/1/2010..........................................................                   $     5,980,000     $5,775,245
      5.75%, 4/1/2013 (Insured; MBIA).......................................                        11,185,000     11,142,273
      6.25%, 4/1/2014.......................................................                        11,645,000     11,405,113
New York State Urban Development Corp., Revenue Refunding:
    (Correctional Capital Facilities):
      5.50%, 1/1/2016.......................................................                        33,885,000     30,488,029
      5.50%, 1/1/2018.......................................................                         5,000,000      4,463,700
      5.375%, 1/1/2025......................................................                        11,635,000     10,058,341
      5.50%, 1/1/2025 (Insured; MBIA).......................................                         5,000,000      4,676,100
    (Correctional Facilities) 5.50%, 1/1/2016...............................                         7,900,000      7,108,025
    (State Facilities) 5.70%, 4/1/2020......................................                        28,600,000     26,544,232
Onondaga County Industrial Development Agency, IDR (Weyerhaeuser Project)
    9%, 10/1/2007...........................................................                         1,000,000      1,248,050
Port Authority of New York and New Jersey:
    (Consolidated Bond 93rd Series) 6.125%, 6/1/2094........................                        14,500,000     14,655,730
    (Consolidated Bond 99th Series) 5.90%, 11/1/2012 (Insured; FGIC)........                         6,840,000      6,892,736
    (Consolidated Bond 99th Series) 6%, 11/1/2013 (Insured; FGIC)...........                         5,810,000      5,881,579
    (Consolidated Bond 104th Series) 5.20%, 7/15/2017 (Insured; AMBAC)......                         8,025,000      7,373,771
    (Consolidated Bond 105th Series) 5.50%, 9/1/2013 (Insured; MBIA)........                         7,500,000      7,204,725
Triborough Bridge and Tunnel Authority:
    Capital Appreciation General Purpose 5%, 1/1/2015.......................                        11,000,000     9,828,170
    Revenues:
      7.375%, 1/1/2016 (Prerefunded 1/1/2000)(b)............................                         8,280,000      9,130,439
      General Purpose:
          5%, 1/1/2014......................................................                         5,000,000      4,524,100
          6.50%, 1/1/2015 (Prerefunded 1/1/1999)(b).........................                         8,525,000      9,055,426
    Special Obligation Refunding 7.10%, 1/1/2010............................                         9,000,000      9,756,270
U.S. RELATED-6.0%
Commonwealth of Puerto Rico, Public Improvement:
    5.85%, 7/1/2011.........................................................                         5,480,000      5,417,583
    7.75%, 7/1/2017 (Prerefunded 7/1/1999)(b)...............................                         4,850,000      5,373,364
Puerto Rico Aqueduct and Sewer Authority, Revenue:
    10.25%, 7/1/2009........................................................                        13,750,000     18,619,425
    7.875%, 7/1/2017 (Prerefunded 7/1/1998)(b)..............................                         4,340,000      4,742,578
    5%, 7/1/2019............................................................                         4,000,000      3,460,880
Puerto Rico Electric Power Authority, Refunding:
    6.10%, 7/1/2003.........................................................                         5,000,000      5,275,650
    8.375%, 7/1/2007 (Prerefunded 7/1/1997)(b)..............................                         4,950,000      5,289,026

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                          MAY 31, 1996
                                                                                                     PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED)                                                            AMOUNT         VALUE
                                                                                                      ________       ________
U.S. RELATED (CONTINUED)
Puerto Rico Electric Power Authority, Refunding (continued):
    Power Revenue:
      6%, 7/1/2015..........................................................                    $    5,000,000    $ 4,929,900
      5.50%, 7/1/2016.......................................................                         8,250,000      7,712,513
Puerto Rico Highway and Transportation Authority, Highway Revenue
    6.25%, 7/1/2004 (Insured; MBIA).........................................                        10,000,000     10,888,200
    5.50%, 7/1/2013 (Insured; MBIA).........................................                         9,625,000      9,493,523
    Refunding 5.50%, 7/1/2015 (Insured; MBIA)...............................                         8,000,000      7,819,440
Puerto Rico Public Building Authority, Refunding:
    Government Facilities Revenue
      6.25%, 7/1/2009 (Guaranteed; Commonwealth of Puerto Rico) (Insured; AMBAC)                     3,090,000      3,341,526
    Public Education and Health Facilities
      5.75%, 7/1/2015 (Guaranteed; Commonwealth of Puerto Rico).............                         7,520,000      7,188,443
                                                                                                                      _______

TOTAL LONG-TERM MUNICIPAL INVESTMENTS
    (cost $1,642,985,228)...................................................                                  $1,661,832,547
                                                                                                                      =======
SHORT-TERM MUNICIPAL INVESTMENTS-.5%
NEW YORK-.4%
New York City, VRDN:
    3.70%, (LOC; State Street Bank and Trust)(a,c)..........................                           300,000    $   300,000
    3.65%, 8/15/2022 (Insured; MBIA)(c).....................................                         6,600,000      6,600,000
U.S. RELATED-.1%
Commonwealth of Puerto Rico 3.28% (Insured; AMBAC)(d).......................                         1,500,000      1,500,000
                                                                                                                      _______
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS
    (cost $8,400,000).......................................................                                     $  8,400,000
                                                                                                                      =======
TOTAL INVESTMENTS-100.0%
    (cost $1,651,385,228)...................................................                                   $1,670,232,547
                                                                                                                      =======
</TABLE>

<TABLE>
<CAPTION>



DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

SUMMARY OF ABBREVIATIONS
<S>           <C>                                                <S>     <C>
AGIC          Asset Guaranty Insurance Company                   IDR     Industrial Development Revenue
AMBAC         American Municipal Bond Assurance Corporation      LOC     Letter of Credit
COP           Certificate of Participation                       MBIA    Municipal Bond Investors Assurance
FGIC          Financial Guaranty Insurance Company                            Insurance Corporation
FHA           Federal Housing Administration                     SWDR    Solid Waste Disposal Revenue
FSA           Financial Security Assurance                       VRDN    Variable Rate Demand Notes
</TABLE>
<TABLE>
<CAPTION>


SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH(E)               OR          MOODY'S             OR         STANDARD & POOR'S              PERCENTAGE OF VALUE
- -------                            -------                        -----------------              -------------------
<S>                                <C>                            <S>                               <C>
AAA                                Aaa                            AAA                               31.1%
AA                                 Aa                             AA                                14.4
A                                  A                              A                                 32.9
BBB                                Baa                            BBB                               19.3
BB                                 Ba                             BB                                 1.9
F1                                 MIG1                           SP1                                 .4
                                                                                                   -----
                                                                                                   100.0%
                                                                                                   ====
</TABLE>

NOTES TO STATEMENT OF INVESTMENTS:
    (a)  Secured by letters of credit.
    (b)  Bonds which are prerefunded are collateralized by U.S. Government
    securities which are held in escrow and are used to pay principal and
    interest on the municipal issue and to retire the bonds in full at the
    earliest refunding date.
    (c)  Security payable on demand. The interest rate, which is subject to
    change, is based upon bank prime rates or an index of market interest
    rates.
    (d)  Inverse floater security - the interest rate is subject to change
    periodically.
    (e)  Fitch currently provides creditworthiness information for a limited
    number of investments.




See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                                    MAY 31, 1996
<S>                                                                                           <C>            <C>
ASSETS:
    Investments in securities, at value
      (cost $1,651,385,228)-see statement...................................                                 $1,670,232,547
    Cash....................................................................                                      1,540,027
    Interest receivable.....................................................                                     31,618,334
    Receivable for investment securities sold...............................                                     11,972,943
    Receivable for subscriptions to Common Stock............................                                         64,200
    Prepaid expenses........................................................                                         31,265
                                                                                                                    _______
                                                                                                              1,715,459,316
LIABILITIES:
    Due to The Dreyfus Corporation and subsidiaries.........................                  $     922,841
    Payable for investment securities purchased.............................                     15,673,107
    Payable for Common Stock redeemed.......................................                         64,186
    Accrued expenses........................................................                         120,794         16,780,928
                                                                                                      _____            _______
NET ASSETS..................................................................                                     $1,698,678,388
                                                                                                                        =======
REPRESENTED BY:
    Paid-in capital.........................................................                                     $1,670,878,382
    Accumulated undistributed net realized gain on investments..............                                          8,952,687
    Accumulated net unrealized appreciation on investments-Note 3...........                                         18,847,319
                                                                                                                        _______
NET ASSETS at value applicable to 116,035,307 shares outstanding
    (300 million shares of $.01 par value Common Stock authorized)..........                                     $1,698,678,388
                                                                                                                        =======
NET ASSET VALUE, offering and redemption price per share
    ($1,698,678,388 / 116,035,307 shares)...................................                                             $14.64
                                                                                                                        =======









See notes to financial statements.

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF OPERATIONS                                                                               YEAR ENDED MAY 31, 1996
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                                       $107,496,409
    EXPENSES:
      Management fee-Note 2(a)..............................................                   $ 10,848,601
      Shareholder servicing costs-Note 2(b).................................                      1,673,191
      Custodian fees........................................................                        117,975
      Directors' fees and expenses-Note 2(c)................................                         58,989
      Professional fees.....................................................                         46,878
      Prospectus and shareholders' reports..................................                         45,277
      Registration fees.....................................................                         17,423
                                                                                                     ______
            TOTAL EXPENSES..................................................                                         12,808,334
                                                                                                                        ______
            INVESTMENT INCOME-NET...........................................                                         94,688,075
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
    Net realized gain on investments-Note 3..............................                      $ 18,576,683
    Net unrealized (depreciation) on investments............................                    (72,041,092)
                                                                                                     ______
            NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS...............                                        (53,464,409)
                                                                                                                        ______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                                       $ 41,223,666
                                                                                                                        =======













See notes to financial statements.

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                                     YEAR ENDED MAY 31,
                                                                                      ---------------------------------------
                                                                                            1995                       1996
                                                                                      -----------                   ---------
OPERATIONS:
    Investment income-net...................................................   $    103,879,086             $      94,688,075
    Net realized gain (loss) on investments.................................         (1,930,409)                   18,576,683
    Net unrealized appreciation (depreciation) on investments for the year..         29,915,882                   (72,041,092)
                                                                                      ________                      ________
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................        131,864,559                    41,223,666
                                                                                      ________                      ________
DIVIDENDS TO SHAREHOLDERS:
    From investment income-net..............................................       (103,879,086)                  (94,688,075)
    From net realized gain on investments...................................        (10,590,662)                   (5,306,076)
    In excess of net realized gain on investments...........................         (1,996,709)                       __
                                                                                      ________                      ________
      TOTAL DIVIDENDS.......................................................       (116,466,457)                  (99,994,151)
                                                                                      ________                      ________
CAPITAL STOCK TRANSACTIONS:
    Net proceeds from shares sold...........................................      1,842,837,132                 2,435,800,035
    Dividends reinvested....................................................         84,285,040                    70,937,968
    Cost of shares redeemed.................................................     (2,004,556,426)               (2,628,486,012)
                                                                                      ________                      ________
      (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..............        (77,434,254)                 (121,748,009)
                                                                                      ________                      ________
          TOTAL (DECREASE) IN NET ASSETS....................................        (62,036,152)                 (180,518,494)
NET ASSETS:
    Beginning of year.......................................................      1,941,233,034                 1,879,196,882
                                                                                      ________                      ________
    End of year.............................................................    $ 1,879,196,882               $ 1,698,678,388
                                                                                      =========                     =========

                                                                                       SHARES                        SHARES
                                                                                      ________                      _______
CAPITAL SHARE TRANSACTIONS:
    Shares sold.............................................................        126,069,512                   161,812,682
    Shares issued for dividends reinvested..................................          5,780,551                     4,695,987
    Share redeemed..........................................................       (137,056,900)                 (174,178,872)
                                                                                      ________                      ________
      NET (DECREASE) IN SHARES OUTSTANDING..................................         (5,206,837)                   (7,670,203)
                                                                                      =========                     =========


</TABLE>


See notes to financial statements.

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
FINANCIAL HIGHLIGHTS

Reference is made to page 5 of the Fund's Prospectus
dated October 1, 1996.


See notes to financial statements.

DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    Dreyfus New York Tax Exempt Bond Fund, Inc. the ("Fund") is registered
under the Investment Company Act of 1940 ("Act") as a non-diversified,
open-end management investment company. The Fund's investment objective is to
provide investors with as high a level of current income exempt from Federal,
New York State and New York City income taxes as is consistent with the
preservation of capital. The Dreyfus Corporation ("Manager") serves as the
Fund's investment adviser. The Manager is a direct subsidiary of Mellon Bank,
N.A. Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public without a
sales charge.
    (A) PORTFOLIO VALUATION: The Fund's investments are valued each business
day by an independent pricing service ("Service") approved by the Board of
Directors. Investments for which quoted bid prices are readily available and
are representative of the bid side of the market in the judgment of the
Service are valued at the mean between the quoted bid prices (as obtained by
the Service from dealers in such securities) and asked prices (as calculated
by the Service based upon its evaluation of the market for such securities).
Other investments (which constitute a majority of the portfolio securities)
are carried at fair value as determined by the Service, based on methods
which include consideration of: yields or prices of municipal securities of
comparable quality, coupon, maturity and type; indications as to values from
dealers; and general market conditions.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Interest
income, adjusted for amortization of premiums and original issue discounts on
investments, is earned from settlement date and recognized on the accrual
basis. Securities purchased or sold on a when-issued or delayed-delivery
basis may be settled a month or more after the trade date.
    The Fund follows an investment policy of investing primarily in municipal
obligations of one state. Economic changes affecting the state and certain of
its public bodies and municipalities may affect the ability of issuers within
the state to pay interest on, or repay principal of, municipal obligations
held by the Fund.
    (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid monthly.
Dividends from net realized capital gain are normally declared and paid
annually, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code. To
the extent that net realized capital gain can be offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax exempt
dividends, by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .60 of 1% of the value
of the Fund's average daily net assets and is
DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

payable monthly. The Agreement provides for an expense reimbursement from the
Manager should the Fund's aggregate expenses, exclusive of taxes, interest on
borrowings, brokerage commissions and extraordinary expenses, exceed 1 1/2% of
the value of the Fund's average net assets for any full fiscal year. There
was no expense reimbursement for the year ended May 31, 1996.
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, an
amount not to exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts.
During the year ended May 31, 1996, the Fund was charged an aggregate of
$841,756 pursuant to the Shareholder Services Plan.
    Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $279,504 for the period from
December 1, 1995 through May 31, 1996.
    (C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $4,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
NOTE 3-SECURITIES TRANSACTIONS:
    The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the year ended May 31, 1996 amounted
to $1,394,471,941 and $1,418,186,891, respectively.
    At May 31, 1996, accumulated net unrealized appreciation on investments
was $18,847,319, consisting of $49,843,910 gross unrealized appreciation and
$30,996,591 gross unrealized depreciation.
    At May 31, 1996, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).


DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
    We have audited the accompanying statement of assets and liabilities of
Dreyfus New York Tax Exempt Bond Fund, Inc., including the statement of
investments, as of May 31, 1996, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of May 31, 1996 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus New York Tax Exempt Bond Fund, Inc. at May 31, 1996, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.

                              [Ernst and Young LLP signature logo]

New York, New York
July 3, 1996





                 DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.


                          PART C. OTHER INFORMATION
                           _________________________

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

     (a)   Financial Statements:

                Included in Part A of the Registration Statement:

                Condensed Financial Information

   

                For each of the ten years in the period ended May 31, 1996.
    

                Included in Part B of the Registration Statement for the
                Fund:
   
                     Statement of Investments--as of May 31, 1996.

                     Statement of Assets and Liabilities--as of May 31,
                     1996.

                     Statement of Operations--year ended May 31, 1996.

                     Statement of Changes in Net Assets--for the years ended
                     May 31, 1995 and 1996.

                     Notes to Financial Statements.

                     Report of Ernst & Young LLP, Independent Auditors, dated
                     July 3, 1996.
    








All Schedules and other financial statement information, for which
provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.




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

(b)        Exhibits:

(1)(a)     Registrant's Articles of Incorporation.

(1)(b)     Articles of Amendment.

(b)        Registrant's By-Laws, as amended.

(4)        Registrant's Specimen share certificate.

           Incorporated by reference to Exhibit (4) of Pre-Effective
           Amendment No. 1 to the Registration Statement filed under the
           Securities Act of 1933 on September 26, 1990.

(5)        Management Agreement.

           Incorporated by reference to Exhibit (5) of Post-Effective
           Amendment No. 20 to the Registration Statement filed under the
           Securities Act of 1933 on August 31, 1995.

(6)        Distribution Agreement.

           Incorporated by reference to Exhibit (6) of Post-Effective
           Amendment No. 20 to the Registration Statement filed under the
           Securities Act of 1933 on August 31, 1995.

(8)(a)     Registrant's Custody Agreement with The Bank of New York, as
           amended.

(8)(b)     Registrant's Forms of Sub-Custodian Agreements.

(9)        Shareholder Services Plan.

           Incorporated by reference to Exhibit (9) of Post-Effective
           Amendment No. 20 to the Registration Statement filed under the
           Securities Act of 1933 on August 31, 1995.

(10)       Registrant's Opinion and Consent of Stroock & Stroock & Lavan.

(11)       Registrant's Consent of Ernst & Young, Independent Auditors.

(16)       Registrant's Schedules of Calculation of Performance Data.

           Incorporated by reference to Exhibit (16) of Post-Effective
           Amendment No. 20 to the Registration Statement filed under the
           Securities Act of 1933 on August 31, 1995.

    

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

           Other Exhibits
           ______________

                (a)  Powers of Attorney of Board members.

                (b)  Powers of Attorney of Officer.

                (c)  Registrant's Certificate of Assistant Secretary.

Item 25.        Persons Controlled by or under Common Control with
                Registrants

                Not Applicable.

Item 26.   Number of Holders of Securities of the Fund.
_______    ____________________________________________

            (1)                              (2)

                                                Number of Record
         Title of Class                  Holders as of September 4, 1996
         ______________                  _______________________________

         Common Stock                              31,761
         (Par value $.01)

Item 27.    Indemnification

         Reference is made to Article SEVENTH of the Registrant's Articles
         of Incorporation and Articles of Amendment, as amended, attached
         as Exhibit 1 hereto.  The application of these provisions is
         limited by Article VIII of the Fund's By-Laws, which are attached
         as Exhibit 2 hereto and by the following undertaking set forth in
         the rules promulgated by the Securities and Exchange Commission.
         Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in
         the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in such Act
         and is, therefore, unenforceable.


Item 27.    Indemnification (continued)

            In the event that a claim for indemnification against such
            liabilities (other than the payment by the Registrant of
            expenses incurred or paid by a director, officer or controlling
            person of the Registrant in the successful defense of any
            action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the Registrant will, unless in the opinion of
            its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public
            policy as expressed in such Act and will be governed by the
            final adjudication of such issue.

         Reference is also made to the Distribution Agreement
         filed as Exhibit (6) of Post-Effective Amendment 20 to the
         Registration Statement under the Securities Act of 1933 on August
         31, 1995.

Item 28.    Business and Other Connections of the Fund's Investment Adviser

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


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

          Officers and Directors of Investment Adviser
          ____________________________________________


Name and Position
with Dreyfus                  Other Businesses
_________________             ________________

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

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

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

LAWRENCE M. GREENE            None
Director

JULIAN M. SMERLING            None
Director

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

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

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

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

PHILIP L. TOIA                Chairman of the Board and Trust Investment
Vice Chairman-Operations      Officer:
and Administration                 The Dreyfus Trust Company++;
and a Director                Chairman of the Board and Chief Operating
                              Officer:
                                   Major Trading Corporation*;
                              Chairman and Director:
                                   Dreyfus Transfer, Inc.
                                   One American Express Plaza
                                   Providence, Rhode Island 02903
                              Director:
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Service Corporation*;
                                   Seven Six Seven Agency, Inc.*;
                              President and Director:
                                   Dreyfus Acquisition Corporation*;
                                   The Dreyfus Consumer Credit
                                   Corporation*;
                                   Dreyfus-Lincoln, Inc.*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Dreyfus Partnership Management, Inc.+;
                                   Dreyfus Service Organization, Inc.***;
                                   The Truepenny Corporation*;
                              Formerly, Senior Vice President:
                                   The Chase Manhattan Bank, N.A. and
                                   The Chase Manhattan Capital Markets
                                   Corporation
                                   One Chase Manhattan Plaza
                                   New York, New York 10081

WILLIAM T. SANDALLS, JR.      Director:
Senior Vice President and          Dreyfus Partnership Management, Inc.*;
Chief Financial Officer            Seven Six Seven Agency, Inc.*;
                              President and Director:
                                   Lion Management, Inc.*;
                              Executive Vice President and Director:
                                   Dreyfus Service Organization, Inc.*;
                              Vice President, Chief Financial Officer and
                              Director:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus America Fund
                              Vice President and Director:
                                   The Dreyfus Consumer Credit
                                   Corporation*;
                                   The Truepenny Corporation*;
                              Treasurer, Financial Officer and Director:
                                   The Dreyfus Trust Company++;
                              Treasurer and Director:
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Dreyfus Service Corporation*;
                                   Major Trading Corporation*;
                              Formerly, President and Director:
                                   Sandalls & Co., Inc.

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

WILLIAM F. GLAVIN, JR.        Executive Vice President:
Vice President-Corporate           Dreyfus Service Corporation*;
Development                   Senior Vice President:
                                   The Boston Company Advisors, Inc.
                                   53 State Street
                                   Exchange Place
                                   Boston, Massachusetts 02109

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

PATRICE M. KOZLOWSKI          None
Vice President-
Corporate Communications

MARY BETH LEIBIG              None
Vice President-
Human Resources


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

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

ELVIRA OSLAPAS                Assistant Secretary:
Assistant Secretary                Dreyfus Service Corporation*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Acquisition Corporation, Inc.*;
                                   The Truepenny Corporation+





______________________________________

*       The address of the business so indicated is 200 Park Avenue, New
        York, New York 10166.
**      The address of the business so indicated is 80 Cutter Mill Road,
        Great Neck, New York 11021.
***     The address of the business so indicated is 131 Second Street,
        Lewes, Delaware 19958.
****    The address of the business so indicated is One Mellon Bank Center,
        Pittsburgh, Pennsylvania 15258.
*****   The address of the business so indicated is One Boston Place,
        Boston, Massachusetts 02108.
+       The address of the business so indicated is Atrium Building,
        80 Route 4 East, Paramus, New Jersey 07652.
++      The address of the business so indicated is 144 Glenn Curtiss
        Boulevard, Uniondale, New York 11556-0144.


Item 29.  Principal Underwriters
________  ______________________

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

           1)  Comstock Partners Funds, Inc.
           2)  Dreyfus A Bonds Plus, Inc.
           3)  Dreyfus Appreciation Fund, Inc.
           4)  Dreyfus Asset Allocation Fund, Inc.
           5)  Dreyfus Balanced Fund, Inc.
           6)  Dreyfus BASIC GNMA Fund
           7)  Dreyfus BASIC Money Market Fund, Inc.
           8)  Dreyfus BASIC Municipal Fund, Inc.
           9)  Dreyfus BASIC U.S. Government Money Market Fund
          10)  Dreyfus California Intermediate Municipal Bond Fund
          11)  Dreyfus California Tax Exempt Bond Fund, Inc.
          12)  Dreyfus California Tax Exempt Money Market Fund
          13)  Dreyfus Cash Management
          14)  Dreyfus Cash Management Plus, Inc.
          15)  Dreyfus Connecticut Intermediate Municipal Bond Fund
          16)  Dreyfus Connecticut Municipal Money Market Fund, Inc.
          17)  Dreyfus Florida Intermediate Municipal Bond Fund
          18)  Dreyfus Florida Municipal Money Market Fund
          19)  The Dreyfus Fund Incorporated
          20)  Dreyfus Global Bond Fund, Inc.
          21)  Dreyfus Global Growth Fund
          22)  Dreyfus GNMA Fund, Inc.
          23)  Dreyfus Government Cash Management
          24)  Dreyfus Growth and Income Fund, Inc.
          25)  Dreyfus Growth and Value Funds, Inc.
          26)  Dreyfus Growth Opportunity Fund, Inc.
          27)  Dreyfus Income Funds
          28)  Dreyfus Institutional Money Market Fund
          29)  Dreyfus Institutional Short Term Treasury Fund
          30)  Dreyfus Insured Municipal Bond Fund, Inc.
          31)  Dreyfus Intermediate Municipal Bond Fund, Inc.
          32)  Dreyfus International Equity Fund, Inc.
          33)  The Dreyfus/Laurel Funds, Inc.
          34)  The Dreyfus/Laurel Funds Trust
          35)  The Dreyfus/Laurel Tax-Free Municipal Funds
          36)  Dreyfus Stock Index Fund, Inc.
          37)  Dreyfus LifeTime Portfolios, Inc.
          38)  Dreyfus Liquid Assets, Inc.
          39)  Dreyfus Massachusetts Intermediate Municipal Bond Fund
          40)  Dreyfus Massachusetts Municipal Money Market Fund
          41)  Dreyfus Massachusetts Tax Exempt Bond Fund
          42)  Dreyfus MidCap Index Fund
          43)  Dreyfus Money Market Instruments, Inc.
          44)  Dreyfus Municipal Bond Fund, Inc.
          45)  Dreyfus Municipal Cash Management Plus
          46)  Dreyfus Municipal Money Market Fund, Inc.
          47)  Dreyfus New Jersey Intermediate Municipal Bond Fund
          48)  Dreyfus New Jersey Municipal Bond Fund, Inc.
          49)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
          50)  Dreyfus New Leaders Fund, Inc.
          51)  Dreyfus New York Insured Tax Exempt Bond Fund
          52)  Dreyfus New York Municipal Cash Management
          53)  Dreyfus New York Tax Exempt Intermediate Bond Fund
          54)  Dreyfus New York Tax Exempt Money Market Fund
          55)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
          56)  Dreyfus 100% U.S. Treasury Long Term Fund
          57)  Dreyfus 100% U.S. Treasury Money Market Fund
          58)  Dreyfus 100% U.S. Treasury Short Term Fund
          59)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
          60)  Dreyfus Pennsylvania Municipal Money Market Fund
          61)  Dreyfus Short-Intermediate Government Fund
          62)  Dreyfus Short-Intermediate Municipal Bond Fund
          63)  Dreyfus Investment Grade Bond Funds, Inc.
          64)  The Dreyfus Socially Responsible Growth Fund, Inc.
          65)  Dreyfus Tax Exempt Cash Management
          66)  The Dreyfus Third Century Fund, Inc.
          67)  Dreyfus Treasury Cash Management
          68)  Dreyfus Treasury Prime Cash Management
          69)  Dreyfus Variable Investment Fund
          70)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
          71)  General California Municipal Bond Fund, Inc.
          72)  General California Municipal Money Market Fund
          73)  General Government Securities Money Market Fund, Inc.
          74)  General Money Market Fund, Inc.
          75)  General Municipal Bond Fund, Inc.
          76)  General Municipal Money Market Fund, Inc.
          77)  General New York Municipal Bond Fund, Inc.
          78)  General New York Municipal Money Market Fund
          79)  Dreyfus S&P 500 Index Fund
          80)  Premier Insured Municipal Bond Fund
          81)  Premier California Municipal Bond Fund
          82)  Premier Equity Funds, Inc.
          83)  Premier Global Investing, Inc.
          84)  Premier GNMA Fund
          85)  Premier Growth Fund, Inc.
          86)  Premier Municipal Bond Fund
          87)  Premier New York Municipal Bond Fund
          88)  Premier State Municipal Bond Fund
          89)  Premier Strategic Growth Fund
          90)  Premier Value Fund


(b)
                                                             Positions and
Name and principal        Positions and offices with         offices with
business address          the Distributor                    Registrant
__________________        ___________________________        _____________

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

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

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

Roy M. Moura+             First Vice President               None

Dale F. Lampe+            Vice President                     None

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

Paul Prescott+            Vice President                     None

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

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

John W. Gomez+            Director                           None

William J. Nutt+          Director                           None




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



Item 30.   Location of Accounts and Records
           ________________________________

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

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

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

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

Item 31.   Management Services
_______    ___________________

           Not Applicable

Item 32.   Undertakings
________   ____________

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


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


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 26th day of September, 1996.

                    DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

            BY:     /s/Marie E. Connolly*
                    __________________________________________
                    Marie E. Connolly, PRESIDENT

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

        Signatures                      Title              Date
______________________           ______________________   _________

/s/Marie E. Connolly*            President and Treasurer         9/26/96
______________________________   (Principal Executive, Financial
Marie E. Connolly                and Accounting Officer)

/s/Joseph S. DiMartino*          Chairman of the Board           9/26/96
_____________________________
Joseph S. DiMartino

/s/David W. Burke*               Board member                    9/26/96
______________________________
David W. Burke

/s/Samuel Chase*                 Board member                    9/26/96
_____________________________
Samuel Chase

/s/Gordon J. Davis*              Board member                    9/26/96
_____________________________
Gordon J. Davis

/s/Joni Evans*                   Board member                    9/26/96
_____________________________
Joni Evans

/s/Arnold S. Hiatt*              Board member                    9/26/96
_____________________________
Arnold S. Hiatt

/s/David J. Mahoney*             Board member                    9/26/96
_____________________________
David J. Mahoney

/s/Burton N. Wallack*            Board member                    9/26/96
_____________________________
Burton N. Wallack


*BY:      __________________________
          Elizabeth A. Bachman,
          Attorney-in-Fact






                                      EXHIBIT INDEX


      EXHIBIT NO.                        EXHIBIT


      24(b)(1)             Articles of Incorporation and Articles of Amendment

      24(b)(2)             By-Laws, as amended

      24(b)(8)(a)          Custody Agreement with the Bank of New York

      24(b)(8)(b)          Forms of Sub-Custodian Agreements

      24(b((10)            Opinion and Consent of Stroock & Stroock & Lavan

      24(b)(11)            Consent of Independent Auditors



      OTHER EXHIBITS


            (a)   Power of Attorney of Board members

            (b)   Power of Attorney of Officers

            (c)   Certificate of Assistant Secretary



                     ARTICLES OF INCORPORATION

                                OF

            DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

                     _________________________




          FIRST:  The undersigned, Morris Bienenfeld, whose
address is 61 Broadway, New York, New York 10006, being at least
eighteen years of age, hereby forms a corporation under the Mary-
land General Corporation Law.


          SECOND:  The name of the corporation (hereinafter called
the "corporation") is Dreyfus New York Tax Exempt Bond Fund, Inc.


          THIRD:  The corporation is formed for the following
purpose or purposes:

               (a)  to conduct, operate and carry on the
          business of an investment company;

               (b)  to subscribe for, invest in, reinvest
          in, purchase or otherwise acquire, hold, pledge, sell,
          assign, transfer, exchange, distribute or otherwise
          dispose of and deal in and with bonds, debentures,
          notes, bills and other negotiable or non-negotiable
          instruments, obligations and evidences of indebtedness
          issued by or guaranteed as to principal and interest by
          any state or local government or any agency or
          instrumentality thereof, or by the United States Govern-
          ment or any agency or instrumentality or by any
          corporation organized under the laws of any state, the
          United States or any territory or possession thereof,
          bank certificates of deposit, bank time deposits,
          bankers' acceptances and commercial paper; to pay for
          the same in cash or by the issue of stock, including
          treasury stock, bonds or notes of the corporation or
          otherwise; and to exercise any and all rights, powers
          and privileges of ownership or interest in respect of
          any and all such investments of every kind and
          description, including without limitation, the right to
          consent and otherwise act with respect thereto, with
          power to designate one or more persons, firms,
          associations or corporations to exercise any of said
          rights, powers and privileges in respect of any said
          instruments;

               (c)  to borrow money or otherwise obtain credit
          and to secure the same by mortgaging, pledging or
          otherwise subjecting as security the assets of the
          corporation;

               (d)  to issue, sell, repurchase, redeem,
          retire, cancel, acquire, hold, resell, reissue, dispose
          of, transfer, and otherwise deal in, shares of stock of
          the corporation, including shares of stock of the
          corporation in fractional denominations, and to apply to
          any such repurchase, redemption, retirement,
          cancellation or acquisition of shares of stock of the
          corporation any funds or property of the corporation
          whether capital or surplus or otherwise, to the full
          extent now or hereafter permitted by the laws of the
          State of Maryland;

               (e)  to conduct its business, promote its
          purposes and carry on its operations in any and all of
          its branches and maintain offices both within and
          without the State of Maryland, in any States of the
          United States of America, in the District of Columbia
          and in any other parts of the world; and

               (f)  to do all and everything necessary,
          suitable, convenient, or proper for the conduct,
          promotion and attainment of any of the businesses and
          purposes herein specified or which at any time may be
          incidental thereto or may appear conducive to or
          expedient for the accomplishment of any of such
          businesses and purposes and which might be engaged in or
          carried on by a corporation incorporated or organized
          under the Maryland General Corporation Law, and to have
          and exercise all of the powers conferred by the laws of
          the State of Maryland upon corporations incorporated or
          organized under the Maryland General Corporation Law.

          The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power.  The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.


          FOURTH:  The post office address of the principal office
of the corporation within the State of Maryland, and of the
resident agent of the corporation within the State of Maryland, is
The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21201.


          FIFTH:  (1)  The total number of shares of stock which
the corporation has authority to issue is one hundred million
(100,000,000), shares of Common Stock, all of which are of a par
value of one cent ($.01) each and are designated as Common Stock.

          (2)  The aggregate par value of all the authorized
shares of stock is one million ($1,000,000) dollars.

          (3)  The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
issue, the shares of stock of the corporation.

          (4)  The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the corporation.

          (5)  Notwithstanding any provisions of the Maryland Gen-
eral Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.

          (6)  The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled to
vote (without regard to class) shall constitute a quorum at any
meeting of the stockholders, except with respect to any matter
which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each class required
to vote as a class on the matter shall constitute a quorum.

          (7)  The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of stock
having proportionately to the respective fractions represented
thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of the
corporation, but excluding the right to receive a stock
certificate evidencing a fractional share.

          (8)  No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class of the
corporation which the corporation proposes to issue, or any rights
or options which the corporation proposes to issue or to grant for
the purchase of shares of any class of the corporation or for the
purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or
which carry any rights to subscribe for, purchase, or otherwise
acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities or obligations of the corporation,
whether now or hereafter authorized or created, may be issued, or
may be reissued or transferred if the same have been reacquired
and have treasury status, and any and all of such rights and
options may be granted by the Board of Directors to such persons,
firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its
discretion may determine, without first offering the same, or any
thereof, to any said holder.


          SIXTH:  (1)  The number of directors of the corporation,
until such number shall be increased or decreased pursuant to the
by-laws of the corporation, is two.  The number of directors shall
never be less than the minimum number prescribed by the Maryland
General Corporation Law.

          (2)  The name of the person who shall act as director of
the corporation until the first annual meeting or until their
successors are duly chosen and qualify is as follows:

               Joseph S. DiMartino
               Howard Stein

          (3)  The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be.  Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.

          (4)  Any determination made in good faith and, so far as
accounting matters are involved, in accordance with generally
accepted accounting principles, by or pursuant to the direction of
the Board of Directors, as to:  the amount of the assets, debts,
obligations, or liabilities of the corporation; the amount of any
reserves or charges set up and the propriety thereof; the time of
or purpose for creating such reserves or charges; the use,
alteration or cancellation of any reserves or charges (whether or
not any debt, obligation or liability for which such reserves or
charges shall have been created shall have been paid or discharged
or shall be then or thereafter required to be paid or discharged);
the value of any investment or fair value of any other asset of
the corporation; the number of shares of stock outstanding; the
estimated expense to the corporation in connection with purchases
or redemptions of its shares; the ability to liquidate investments
in orderly fashion; the extent to which it is practicable to
deliver a cross-section of the portfolio of the corporation in
payment for any such shares, or as to any other matters relating
to the issue, sale, purchase, redemption and/or other acquisition
or disposition of investments or shares of the corporation, or the
determination of the net asset value of shares of the corporation
shall be final and conclusive, and shall be binding upon the
corporation and all holders of its shares, past, present and
future, and shares of the corporation are issued and sold on the
condition and understanding that any and all such determinations
shall be binding as aforesaid.


          SEVENTH:  (1)  To the maximum extent permitted by the
Maryland General Corporation Law as from time to time amended, the
corporation shall indemnify its currently acting and its former
directors, officers, and employees and those persons who, at the
request of the corporation serve or have served another
corporation, partnership, joint venture, trust of other enterprise
in one or more of such capacities.  The indemnification provided
herein shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors
or otherwise.

          (2)  Anything herein contained to the contrary
notwithstanding, no officer or director of the corporation shall
be indemnified for any liability to the corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.


          EIGHTH:  Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method, upon
the terms and subject to the conditions hereinafter set forth:

               (a)  Certificates (if issued) for shares of stock
          shall be surrendered for redemption improper form for
          transfer to the corporation or the agent of the
          corporation appointed for such purpose and there shall
          be presented a written request that the corporation
          redeem all or any part of the shares represented
          thereby.

               (b)  The redemption price per share shall be the
          net asset value per share when next determined by the
          corporation at such time or times as the Board of Direc-
          tors of the corporation shall designate in accordance
          with any provision of the Investment Company Act of
          1940, any rule or regulation thereunder, or any rule or
          regulation made or adopted by any securities association
          registered under the Securities Exchange Act of 1934, as
          determined by the Board of Directors of the corporation.

               (c)  Net asset value shall be determined by
          dividing:

                         (i)  The total value of the assets of the
                    corporation determined as provided in Subsec-
                    tion (d) below less, to the extent determined
                    by or pursuant to the direction of the Board
                    of Directors in accordance with generally
                    accepted accounting principles, all debts,
                    obligations and liabilities of the corporation
                    (which debts, obligations and liabilities
                    shall include, without limitation of the
                    generality of the foregoing, any and all
                    debts, obligations, liabilities, or claims, of
                    any and every kind and nature, fixed, accrued
                    and otherwise, including the estimated accrued
                    expenses of management and supervision,
                    administration and distribution and any
                    reserves or charges for any or all of the
                    foregoing, whether for taxes, expenses or
                    otherwise, and the price of stock redeemed but
                    not paid for) but excluding the corporation's
                    liability upon its shares and its surplus, by

                         (ii)  The total number of shares of the
                    corporation outstanding.

               The Board of Directors is empowered, in its
          absolute discretion, to establish other methods for
          determining such net asset value whenever such other
          methods are deemed by it to be necessary in order to
          enable the corporation to comply with, or are deemed by
          it to be desirable provided they are not inconsistent
          with, any provision of the Investment Company Act of
          1940 or any rule or regulation thereunder.

               (d)  In determining for the purposes of these
          Articles of Incorporation the total value of the assets
          of the corporation at any time, investments and any
          other assets of the corporation shall be valued in such
          manner as may be determined from time to time by the
          Board of Directors.

               (e)  Payment of the redemption price by the
          corporation may be made either in cash or in securities
          or other assets at the time owned by the corporation or
          partly in cash and partly in securities or other assets
          at the time owned by the corporation.  The value of any
          part of such payment to be made in securities or other
          assets of the corporation shall be the value employed in
          determining the redemption price.  Payment of the
          redemption price shall be made on or before the seventh
          day following the day on which the shares are properly
          presented for redemption hereunder, except that delivery
          of any securities included in any such payment shall be
          made as promptly as any necessary transfers on the books
          of the issuers whose securities are to be delivered may
          be made, and, except as postponement of the date of
          payment may be permissible under the Investment Company
          Act of 1940 and the rules and regulations thereunder.

               The corporation, pursuant to resolution of the
          Board of Directors, may deduct from the payment made for
          any shares redeemed a liquidating charge not in excess
          of one percent (1%) of the redemption price of the
          shares so redeemed, and the Board of Directors may alter
          or suspend any such liquidating charge from time to
          time.

               (f)  The right of any holder of shares of stock
          redeemed by the corporation as provided in this Article
          EIGHTH to receive dividends or distributions thereon and
          all other rights of such holder with respect to such
          shares shall terminate at the time as of which the
          redemption price of such shares is determined, except
          the right of such holder to receive (i) the redemption
          price of such shares from the corporation in accordance
          with the provisions hereof, and (ii) any dividend or
          distribution to which such holder had previously become
          entitled as the record holder of such shares on the
          record date for such dividend or distribution.

               (g)  Redemption of shares of stock by the
          corporation is conditional upon the corporation having
          funds or property legally available therefor.

               (h)  The corporation, either directly or through
          an agent, may repurchase its shares, out of funds
          legally available therefor, upon such terms and
          conditions and for such consideration as the Board of
          Directors shall deem advisable, by agreement with the
          owner at a price not exceeding the net asset value per
          share as determined by the corporation at such time or
          times as the Board of Directors of the corporation shall
          designate, less a charge not to exceed one percent (1%)
          of such net asset value, if and as fixed by resolution
          of the Board of Directors of the corporation from time
          to time, and take all other steps deemed necessary or
          advisable in connection therewith.

               (i)  The corporation, pursuant to resolution of
          the Board of Directors, may cause the redemption, upon
          the terms set forth in such resolution and in
          subsections (b) through (g) and subsection (j) of this
          Article EIGHTH, of shares of stock owned by stockholders
          whose shares have an aggregate net asset value of five
          hundred dollars or less.  Notwithstanding any other
          provision of this Article EIGHTH, if certificates
          representing such shares have been issued, the
          redemption price need not be paid by the corporation
          until such certificates are presented in proper form for
          transfer to the corporation or the agent of the
          corporation appointed for such purpose; however, the
          redemption shall be effective, in accordance with the
          resolution of the Board of Directors, regardless of
          whether or not such presentation has been made.

               (j)  The obligations set forth in this Article
          EIGHTH may be suspended or postponed as may be
          permissible under the Investment Company Act of 1940 and
          the rules and regulations thereunder.


          NINTH:  All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to
the provisions of the corporation's Charter, as from time to time
amended.


          TENTH:  From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights of any class
of stock outstanding, and other provisions authorized by the Mary-
land General Corporation Law at the time in force may be added or
inserted in the manner and at the time prescribed by said Law, and
all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions
of this Article.

          IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.

Dated: April 22, 1983



                              Morris Bienenfeld, Incorporator





                 ARTICLES OF AMENDMENT


          DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.,
a Maryland corporation having its principal place of
business in Baltimore City, Maryland (hereinafter
called the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of
Maryland that:
          FIRST:  The charter of the Corporation is
hereby amended by striking Article SEVENTH of the
Articles of Incorporation and inserting in lieu thereof
the following:
          "SEVENTH:  (1)  To the fullest
          extent that limitations on the
          liability of directors and officers
          are permitted by the Maryland
          General Corporation Law, no
          director or officer of the
          corporation shall have any
          liability to the corporation or its
          stockholders for damages.  This
          limitation on liability applies to
          events occurring at the time a
          person serves as a director or
          officer of the corporation whether
          or not such person is a director or
          officer at the time of any
          proceeding in which liability is
          asserted.

               (2)  The corporation shall
          indemnify and advance expenses to its
          currently acting and its former
          directors to the fullest extent that
          indemnification of directors is
          permitted by the Maryland General
          Corporation Law.  The corporation shall
          indemnify and advance expenses to its
          officers to the same extent as its
          directors and to such further extent as
          is consistent with law.  The board of
          directors may, through a by-law,
          resolution or agreement, make further
          provisions for indemnification of
          directors, officers, employees and
          agents to the fullest extent permitted
          by the Maryland General Corporation Law.

               (3)  No provision of this Article
          SEVENTH shall be effective to protect or
          purport to protect any director or
          officer of the corporation against any
          liability to the corporation or its
          stockholders to which he would otherwise
          be subject by reason of willful
          misfeasance, bad faith, gross negligence
          or reckless disregard of the duties
          involved in the conduct of his office.

               (4)  References to the Maryland
          General Corporation Law in this Article
          SEVENTH are to the law as from time to
          time amended.  No amendment to the
          Articles of Incorporation of the
          corporation shall affect any right of
          any person under this Article SEVENTH
          based on any event, omission or
          proceeding prior to such amendment."
          SECOND:  The Board of Directors of the
Corporation approved the foregoing amendment to the
charter as set forth in Article FIRST hereto, and
declared that said amendment was advisable.  The
Corporation's stockholders approved the foregoing
amendment at a meeting held on November 20, 1992.
          The Vice President acknowledges these
Articles of Amendment to be the corporate act of the
Corporation and states that to the best of his
knowledge, information and belief the matters and facts
set forth in these Articles with respect to the
authorization and approval of the amendment of the
Corporation's charter are true in all material
respects, and that this statement is made under the
penalties of perjury.
          IN WITNESS WHEREOF, Dreyfus New York Tax
Exempt Bond Fund, Inc. has caused this instrument to be
filed in its name and on its behalf by its Vice
President, Daniel C. Maclean, and witnessed by its
Assistant Secretary, Christine Pavalos, on the 4th day
of December, 1992.

               DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.



               BY:
                   Daniel C. Maclean, Vice President

ATTEST:




Christine Pavalos,
Assistant Secretary







                        BY-LAWS

                          OF

      DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

               (A Maryland Corporation)


                      __________


                       ARTICLE I

                     STOCKHOLDERS


            1.  CERTIFICATES REPRESENTING STOCK.
Certificates representing shares of stock shall set
forth thereon the statements prescribed by Section 2-
211 of the Maryland General Corporation Law ("General
Corporation Law") and by any other applicable provision
of law and shall be signed by the President or a Vice
President and countersigned by the Secretary or an As-
sistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either
manual or facsimile signatures and the corporate seal
may be either facsimile or any other form of seal.  In
case any such officer who has signed manually or by
facsimile any such certificate ceases to be such
officer before the certificate is issued, it
nevertheless may be issued by the corporation with the
same effect as if the officer had not ceased to be such
officer as of the date of its issue.

            No certificate representing shares of
stock shall be issued for any share of stock until such
share is fully paid, except as otherwise authorized in
Section 2-207 of the General Corporation Law.

            The corporation may issue a new
certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such
certificate or his legal representative to give bond,
with sufficient surety, to the corporation to indemnify
it against any loss or claim that may arise by reason
of the issuance of a new certificate.

            2.  SHARE TRANSFERS.  Upon compliance with
provisions restricting the transferability of shares of
stock, if any, transfers of shares of stock of the
corporation shall be made only on the stock transfer
books of the corporation by the record holder thereof
or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate
or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.

            3.  RECORD DATE FOR STOCKHOLDERS.  The
Board of Directors may fix, in advance, a date as the
record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive pay-
ment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for
any other proper purpose.  Such date, in any case,
shall be not more than 90 days, and in case of a meet-
ing of stockholders not less than 10 days, prior to the
date on which the meeting or particular action requir-
ing such determination of stockholders is to be held or
taken.  In lieu of fixing a record date, the Board of
Directors may provide that the stock transfer books
shall be closed for a stated period but not to exceed
20 days.  If the stock transfer books are closed for
the purpose of determining stockholders entitled to
notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days
immediately preceding such meeting.  If no record date
is fixed and the stock transfer books are not closed
for the determination of stockholders: (1)  The record
date for the determination of stockholders entitled to
notice of, or to vote at, a meeting of stockholders
shall be at the close of business on the day on which
the notice of meeting is mailed or the day 30 days
before the meeting, whichever is the closer date to the
meeting; and (2)  The record date for the determination
of stockholders entitled to receive payment of a divi-
dend or an allotment of any rights shall be at the
close of business on the day on which the resolution of
the Board of Directors declaring the dividend or allot-
ment of rights is adopted, provided that the payment or
allotment date shall not be more than 60 days after the
date on which the resolution is adopted.

            4.  MEANING OF CERTAIN TERMS.  As used
herein in respect of the right to notice of a meeting
of stockholders or a waiver thereof or to participate
or vote thereat or to consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share
of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares
of stock and to a holder or holders of record of
outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock
and said reference also is intended to include any
outstanding share or shares of stock and any holder or
holders of record of outstanding shares of stock of any
class or series upon which or upon whom the Charter
confers such rights where there are two or more classes
or series of shares or upon which or upon whom the Gen-
eral Corporation Law confers such rights
notwithstanding that the Charter may provide for more
than one class or series of shares of stock, one or
more of which are limited or denied such rights
thereunder.

            5.  STOCKHOLDER MEETINGS.

            -  ANNUAL MEETINGS.  If a meeting of the
stockholders of the corporation is required by the
Investment Company Act of 1940, as amended, to elect
the directors, then there shall be submitted to the
stockholders at such meeting the question of the
election of directors, and a meeting called for that
purpose shall be designated the annual meeting of
stockholders for that year.  In other years in which no
action by stockholders is required for the aforesaid
election of directors, no annual meeting need be held.

            -  SPECIAL MEETINGS.  Special stockholder
meetings for any purpose may be called by the Board of
Directors or the President and shall be called by the
Secretary for the purpose of removing a Director
whenever the holders of shares entitled to at least ten
percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such
meeting be called.

            The Secretary shall call a special meeting
of stockholders for all other purposes whenever the
holders of shares entitled to at least twenty-five
percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such
meeting be called.  Such request shall state the
purpose of such meeting and the matters proposed to be
acted on thereat, and no other business shall be
transacted at any such special meeting.  The Secretary
shall inform such stockholders of the reasonably
estimated costs of preparing and mailing the notice of
the meeting, and upon payment to the corporation of
such costs, the Secretary shall give notice in the
manner provided for below.  Notwithstanding the
foregoing, unless requested by stockholders entitled to
cast a majority of the votes entitled to be cast at the
meeting, a special meeting of the stockholders need not
be called at the request of stockholders to consider
any matter that is substantially the same as a matter
voted on at any special meeting of the stockholders
held during the preceding twelve (12) months.

            -  PLACE AND TIME.  Stockholder meetings
shall be held at such place, either within the State of
Maryland or at such other place within the United
States, and at such date or dates as the directors from
time to time may fix.

            -  NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER
OF NOTICE.  Written or printed notice of all meetings
shall be given by the Secretary and shall state the
time and place of the meeting.  The notice of a meeting
shall state in all instances the purpose or purposes
for which the meeting is called.  Written or printed
notice of any meeting shall be given to each stock-
holder either by mail or by presenting it to him
personally or by leaving it at his residence or usual
place of business not less than ten days and not more
than ninety days before the date of the meeting, unless
any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each
stockholder at his address appearing on the books of
the corporation or the address supplied by him for the
purpose of notice.  If mailed, notice shall be deemed
to be given when deposited in the United States mail
addressed to the stockholder at his post office address
as it appears on the records of the corporation with
postage thereon prepaid.  Whenever any notice of the
time, place or purpose of any meeting of stockholders
is required to be given under the provisions of these
by-laws or of the General Corporation Law, a waiver
thereof in writing, signed by the stockholder and filed
with the records of the meeting, whether before or
after the holding thereof, or actual attendance or
representation at the meeting shall be deemed
equivalent to the giving of such notice to such stock-
holder.  The foregoing requirements of notice also
shall apply, whenever the corporation shall have any
class of stock which is not entitled to vote, to
holders of stock who are not entitled to vote at the
meeting, but who are entitled to notice thereof and to
dissent from any action taken thereat.

            -  STATEMENT OF AFFAIRS.  The President of
the corporation or, if the Board of Directors shall
determine otherwise, some other executive officer
thereof, shall prepare or cause to be prepared annually
a full and correct statement of the affairs of the
corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year,
which shall be filed at the principal office of the
corporation in the State of Maryland.

            -  CONDUCT OF MEETING.  Meetings of the
stockholders shall be presided over by one of the
following officers in the order of seniority and if
present and acting:  the President, the Chairman of the
Board, a Vice President or, if none of the foregoing is
in office and present and acting, by a chairman to be
chosen by the stockholders.  The Secretary of the
corporation or, in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the
chairman of the meeting shall appoint a secretary of
the meeting.

            -  PROXY REPRESENTATION.  Every stock-
holder may authorize another person or persons to act
for him by proxy in all matters in which a stockholder
is entitled to participate, whether for the purposes of
determining his presence at a meeting, or whether by
waiving notice of any meeting, voting or participating
at a meeting, expressing consent or dissent without a
meeting or otherwise.  Every proxy shall be executed in
writing by the stockholder or by his duly authorized
attorney-in-fact and filed with the Secretary of the
corporation.  No unrevoked proxy shall be valid after
eleven months from the date of its execution, unless a
longer time is expressly provided therein.

            -  INSPECTORS OF ELECTION.  The directors,
in advance of any meeting, may, but need not, appoint
one or more inspectors to act at the meeting or any
adjournment thereof.  If an inspector or inspectors are
not appointed, the person presiding at the meeting may,
but need not, appoint one or more inspectors.  In case
any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the
meeting or at the meeting by the person presiding
thereat.  Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an
oath to execute faithfully the duties of inspector at
such meeting with strict impartiality and according to
the best of his ability.  The inspectors, if any, shall
determine the number of shares outstanding and the
voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and
questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents,
determine the result and do such acts as are proper to
conduct the election or vote with fairness to all
stockholders.  On request of the person presiding at
the meeting or any stockholder, the inspector or
inspectors, if any, shall make a report in writing of
any challenge, question or matter determined by him or
them and execute a certificate of any fact found by him
or them.

            -  VOTING.  Each share of stock shall
entitle the holder thereof to one vote, except in the
election of directors, at which each said vote may be
cast for as many persons as there are directors to be
elected.  Except for election of directors, a majority
of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter
which may come before a meeting, unless more than a
majority of votes cast is required by the corporation's
Articles of Incorporation.  A plurality of all the
votes cast at a meeting at which a quorum is present
shall be sufficient to elect a director.

            6.  INFORMAL ACTION.  Any action required
or permitted to be taken at a meeting of stockholders
may be taken without a meeting if a consent in writing,
setting forth such action, is signed by all the stock-
holders entitled to vote on the subject matter thereof
and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have
waived in writing any rights which they may have to
dissent from such action and such consent and waiver
are filed with the records of the corporation.


                      ARTICLE II

                  BOARD OF DIRECTORS


            1.  FUNCTIONS AND DEFINITION.  The busi-
ness and affairs of the corporation shall be managed
under the direction of a Board of Directors.  The use
of the phrase "entire board" herein refers to the total
number of directors which the corporation would have if
there were no vacancies.

            2.  QUALIFICATIONS AND NUMBER.  Each
director shall be a natural person of full age.  A
director need not be a stockholder, a citizen of the
United States or a resident of the State of Maryland.
The initial Board of Directors shall consist of three
persons.  Thereafter, the number of directors consti-
tuting the entire board shall never be less than three
or the number of stockholders, whichever is less.  At
any regular meeting or at any special meeting called
for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of direc-
tors, provided that the number thereof shall never be
less than three or the number of stockholders,
whichever is less, nor more than eleven and further
provided that the tenure of office of a director shall
not be affected by any decrease in the number of dir-
ectors.

            3.  ELECTION AND TERM.  The first Board of
Directors shall consist of the directors named in the
Articles of Incorporation and shall hold office until
the first meeting of stockholders or until their suc-
cessors have been elected and qualified.  Thereafter,
directors who are elected at a meeting of stockholders,
and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold
office until their successors have been elected and
qualified.  Newly created directorships and any
vacancies in the Board of Directors, other than
vacancies resulting from the removal of directors by
the stockholders, may be filled by the Board of
Directors, subject to the provisions of the Investment
Company Act of 1940.  Newly created directorships
filled by the Board of Directors shall be by action of
a majority of the entire Board of Directors.  All other
vacancies to be filled by the Board of Directors may be
filled by a majority of the remaining members of the
Board of Directors, although such majority is less than
a quorum thereof.

            4.  MEETINGS.

            -  TIME.  Meetings shall be held at such
time as the Board shall fix, except that the first
meeting of a newly elected Board shall be held as soon
after its election as the directors conveniently may
assemble.

            -  PLACE.  Meetings shall be held at such
place within or without the State of Maryland as shall
be fixed by the Board.

            -  CALL.  No call shall be required for
regular meetings for which the time and place have been
fixed.  Special meetings may be called by or at the
direction of the President or of a majority of the
directors in office.

            -  NOTICE OR ACTUAL OR CONSTRUCTIVE
WAIVER.  Whenever any notice of the time, place or
purpose of any meeting of directors or any committee
thereof is required to be given under the provisions of
the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with
the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting
shall be deemed equivalent to the giving of such notice
to such director or such committee member.

            -  QUORUM AND ACTION.  A majority of the
entire Board of Directors shall constitute a quorum
except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in
office shall constitute a quorum, provided such
majority shall constitute at least one-third of the
entire Board and, in no event, less than two directors.
A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another
time and place.  Except as herein otherwise provided
and, except as in the General Corporation Law otherwise
provided, the action of a majority of the directors
present at a meeting at which a quorum is present shall
be the action of the Board of Directors.

            -  CHAIRMAN OF THE MEETING.  The Chairman
of the Board, if any and if present and acting, or the
President or any other director chosen by the Board,
shall preside at all meetings.

            5.  REMOVAL OF DIRECTORS.  Any or all of
the directors may be removed for cause or without cause
by the stockholders, who may elect a successor or
successors to fill any resulting vacancy or vacancies
for the unexpired term of the removed director or
directors.

            6.  COMMITTEES.  The Board of Directors
may appoint from among its members an Executive Commit-
tee and other committees composed of two or more direc-
tors and may delegate to such committee or committees,
in the intervals between meetings of the Board of
Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs
of the corporation, except the power to amend the by-
laws, to approve any consolidation, merger, share
exchange or transfer of assets, to declare dividends,
to issue stock or to recommend to stockholders any
action requiring the stockholders' approval.  In the
absence of any member of any such committee, the
members thereof present at any meeting, whether or not
they constitute a quorum, may appoint a member of the
Board of Directors to act in the place of such absent
member.

            7.  INFORMAL ACTION.  Any action required
or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken
without a meeting, if a written consent to such action
is signed by all members of the Board of Directors or
any such committee, as the case may be, and such
written consent is filed with the minutes of the
proceedings of the Board or any such committee.

            Members of the Board of Directors or any
committee designated thereby may participate in a meet-
ing of such Board or committee by means of a conference
telephone or similar communications equipment by means
of which all persons participating in the meeting can
hear each other at the same time.  Participation by
such means shall constitute presence in person at a
meeting.


                      ARTICLE III

                       OFFICERS


            The corporation may have a Chairman of the
Board and shall have a President, a Secretary and a
Treasurer, who shall be elected by the Board of Direc-
tors, and may have such other officers, assistant
officers and agents as the Board of Directors shall
authorize from time to time.  Any two or more offices,
except those of President and Vice President, may be
held by the same person, but no person shall execute,
acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law to be
executed, acknowledged or verified by two or more
officers.

            Any officer or agent may be removed by the
Board of Directors whenever, in its judgment, the best
interests of the corporation will be served thereby.


                      ARTICLE IV

   PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER


            The address of the principal office of the
corporation in the State of Maryland prescribed by the
General Corporation Law is 32 South Street, c/o The
Corporation Trust Incorporated, Baltimore, Maryland
21202.  The name and address of the resident agent in
the State of Maryland prescribed by the General Corpo-
ration Law are:  The Corporation Trust Incorporated,
32 South Street, Baltimore, Maryland 21202.

            The corporation shall maintain, at its
principal office in the State of Maryland prescribed by
the General Corporation Law or at the business office
or an agency of the corporation, an original or
duplicate stock ledger containing the names and
addresses of all stockholders and the number of shares
of each class held by each stockholder.  Such stock
ledger may be in written form or any other form capable
of being converted into written form within a
reasonable time for visual inspection.

            The corporation shall keep at said
principal office in the State of Maryland the original
or a certified copy of the by-laws, including all
amendments thereto, and shall duly file thereat the
annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation
Law.


                       ARTICLE V

                    CORPORATE SEAL


            The corporate seal shall have inscribed
thereon the name of the corporation and shall be in
such form and contain such other words and/or figures
as the Board of Directors shall determine or the law
require.


                      ARTICLE VI

                      FISCAL YEAR


            The fiscal year of the corporation shall
be fixed, and shall be subject to change, by the Board
of Directors.


                      ARTICLE VII

                 CONTROL OVER BY-LAWS


            The power to make, alter, amend and repeal
the by-laws is vested in the Board of Directors of the
corporation.


                     ARTICLE VIII

                    INDEMNIFICATION


            Notwithstanding any provision in the
General Corporation Law or the corporation's Articles
of Incorporation:

                 In the event that a claim
            for indemnification is
            asserted by a director,
            officer or controlling person
            of the corporation in
            connection with the registered
            securities of the corporation,
            the corporation will not make
            such indemnification unless
            (i) the corporation has
            submitted, before a court or
            other body, the question of
            whether the person to be
            indemnified was liable by
            reason of wilful misfeasance,
            bad faith, gross negligence,
            or reckless disregard of
            duties, and has obtained a
            final decision on the merits
            that such person was not
            liable by reason of such
            conduct or (ii) in the absence
            of such decision, the
            corporation shall have
            obtained a reasonable
            determination, based upon a
            review of the facts, that such
            person was not liable by
            virtue of such conduct, by
            (a) the vote of a majority of
            directors who are neither
            interested persons as such
            term is defined in the
            Investment Company Act of
            1940, nor parties to the
            proceeding or (b) an
            independent legal counsel in a
            written opinion.

                 The corporation will not
            advance attorneys' fees or
            other expenses incurred by the
            person to be indemnified
            unless the corporation shall
            have (i) received an
            undertaking by or on behalf of
            such person to repay the
            advance unless it is
            ultimately determined that
            such person is entitled to
            indemnification and (ii) one
            of the following conditions
            shall have occurred:  (x) such
            person shall provide security
            for his undertaking, (y) the
            corporation shall be insured
            against losses arising by
            reason of any lawful advances
            or (z) a majority of the
            disinterested, non-party
            directors of the corporation,
            or an independent legal
            counsel in a written opinion,
            shall have determined that
            based on a review of readily
            available facts there is
            reason to believe that such
            person ultimately will be
            found entitled to
            indemnification.




As amended, October 18, 1989








        AMENDED AND RESTATED CUSTODY AGREEMENT


          Amended and Restated Custody Agreement made
as of August 18, 1989 between DREYFUS NEW YORK TAX
EXEMPT BOND FUND, a corporation organized and existing
under the laws of the State of Maryland, having its
principal office and place of business at 666 Old
Country Road, Garden City, New York 11530 (hereinafter
called the "Fund"), and THE BANK OF NEW YORK, a New
York corporation authorized to do a banking business,
having its principal office and place of business at 48
Wall Street, New York, New York 10015 (hereinafter
called the "Custodian").

                 W I T N E S S E T H :

that for and in consideration of the mutual promises
hereinafter set forth the Fund and the Custodian agree
as follows:

                       ARTICLE I

                      DEFINITIONS

          Whenever used in this Agreement, the
following words and phrases, unless the context
otherwise requires, shall have the following meanings:


          1.  "Authorized Person" shall be deemed to
include the Treasurer, the Controller or any other
person, whether or not any such person is an Officer or
employee of the Fund, duly authorized by the Trustees
of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix A or such other
Certificate as may be received by the Custodian from
time to time.

          2.  "Available Balance" shall mean for any
given day during a calendar year the aggregate amount
of Federal Funds held in the Fund's custody account(s)
at The Bank of New York, or its successors, as of the
close of such day or, if such day is not a business
day, the close of the preceding business day.

          3.  "Bankruptcy" shall mean with respect to a
party such party's making a general assignment,
arrangement or composition with or for the benefit of
its creditors, or instituting or having instituted
against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for
relief under the Federal bankruptcy law or any other
relief under any bankruptcy or insolvency law or other
similar law affecting creditors' rights, or if a
petition is presented for the winding up or liquidation
of the party or a resolution is passed for its winding
up or liquidation, or it seeks, or becomes subject to,
the appointment of an administrator, receiver, trustee,
custodian or other similar official for it or for all
or substantially all of its assets or its taking any
action in furtherance of, or indicating its consent to
approval of, or acquiescence in, any of the foregoing.

          4.  "Book-Entry System" shall mean the
Federal Reserve/ Treasury book-entry system for United
States and Federal agency securities, its successor or
successors and its nominee or nominees.

          5.  "Call Option" shall mean an exchange
traded option with respect to Securities other than
Stock Index Options, Futures Contracts and Futures
Contract Options entitling the holder, upon timely
exercise and payment of the exercise price, as
specified therein, to purchase from the writer thereof
the specified underlying Securities.

          6.  "Certificate" shall mean any notice,
instruction, or other instrument in writing, authorized
or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian
and signed on behalf of the Fund by any two Officers of
the Fund.

          7.  "Clearing Member" shall mean a registered
broker-dealer which is a clearing member under the
rules of O.C.C. and a member of a national securities
exchange qualified to act as a custodian for an
investment company, or any broker-dealer reasonably
believed by the Custodian to be such a clearing member.


          8.  "Collateral Account" shall mean a
segregated account so denominated and pledged to the
Custodian as security for, and in consideration of, the
Custodian's issuance of (a) any Put Option guarantee
letter or similar document described in paragraph 8 of
Article V herein, or (b) any receipt described in
Article V or VIII herein.

          9.  "Consumer Price Index" shall mean the
U.S. Consumer Price Index, all items and all urban
consumers, U.S. city average 1982-84 equals 100, as
first published without seasonal adjustment by the
Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections
by such Bureau.

          10.  "Covered Call Option" shall mean an
exchange traded option entitling the holder, upon
timely exercise and payment of the exercise price, as
specified therein, to purchase from the writer thereof
the specified Securities (excluding Futures Contracts)
which are owned by the writer thereof and subject to
appropriate restrictions.

          11.  "Depository" shall mean The Depository
Trust Company ("DTC"), a clearing agency registered
with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees,
provided the Custodian has received a certified copy of
a resolution of the Fund's Trustees specifically
approving deposits in DTC.  The term "Depository" shall
further mean and include any other person authorized to
act as a depository under the Investment Company Act of
1940, its successor or successors and its nominee or
nominees, specifically identified in a certified copy
of a resolution of the Fund's Trustees specifically
approving deposits therein by the Custodian.

          12.  "Earnings Credit" shall mean for any
given day during a calendar year the product of (a) the
Federal Funds Rate for such date minus .25%, and
(b) 82% of the Available Balance.

          13.  "Federal Funds" shall mean immediately
available same day funds.

          14.  "Federal Funds Rate" shall mean, for any
day, the Federal Funds (Effective) interest rate so
denominated as published in Federal Reserve Statistical
Release H.15 (519) and applicable to such day and each
succeeding day which is not a business day.

          15.  "Financial Futures Contract" shall mean
the firm commitment to buy or sell fixed income
securities, including, without limitation, U.S.
Treasury Bills, U.S. Treasury Notes, U.S. Treasury
Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified
month at an agreed upon price.

          16.  "Futures Contract" shall mean a
Financial Futures Contract and/or Stock Index Futures
Contracts.

          17.  "Futures Contract Option" shall mean an
option with respect to a Futures Contract.

          18.  "Margin Account" shall mean a segregated
account in the name of a broker, dealer, futures
commission merchant or Clearing Member, or in the name
of the Fund for the benefit of a broker, dealer,
futures commission merchant or Clearing Member, or
otherwise, in accordance with an agreement between the
Fund, the Custodian and a broker, dealer, futures
commission merchant or Clearing Member (a "Margin
Account Agreement"), separate and distinct from the
custody account, in which certain Securities and/or
money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as
the Fund may from time to time determine.  Securities
held in the Book-Entry System or the Depository shall
be deemed to have been deposited in, or withdrawn from,
a Margin Account upon the Custodian's effecting an
appropriate entry on its books and records.

          19.  "Merger" shall mean (a) with respect to
the Fund, the consolidation or amalgamation with,
merger into, or transfer of all or substantially all of
its assets to, another entity, where the Fund is not
the surviving entity, and (b) with respect to the
Custodian, any consolidation or amalgamation with,
merger into, or transfer of all or substantially all of
its assets to, another entity, except for any such
consolidation, amalgamation, merger or transfer of
assets between the Custodian and The Bank of New York
Company, Inc. or any subsidiary thereof, or the Irving
Bank Corporation or any subsidiary thereof, provided
that the surviving entity agrees to be bound by the
terms of this Agreement.

          20.  "Money Market Security" shall be deemed
to include, without limitation, debt obligations issued
or guaranteed as to principal and interest by the
government of the United States or agencies or
instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances,
repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the
purchase and sale of such securities normally requires
settlement in Federal funds on the same date as such
purchase or sale.

          21.  "O.C.C." shall mean Options Clearing
Corporation, a clearing agency registered under Sec-
tion 17A of the Securities Exchange Act of 1934, its
successor or successors, and its nominee or nominees.

          22.  "Officers" shall be deemed to include
the President, any Vice President, the Secretary, the
Treasurer, the Controller, any Assistant Secretary, any
Assistant Treasurer or any other person or persons duly
authorized by the Trustees of the Fund to execute any
Certificate, instruction, notice or other instrument on
behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate
as may be received by the Custodian from time to time.


          23.  "Option" shall mean a Call Option,
Covered Call Option, Stock Index Option and/or a Put
Option.

          24.  "Oral Instructions" shall mean verbal
instructions actually received by the Custodian from an
Authorized Person or from a person reasonably believed
by the Custodian to be an Authorized Person.

          25.  "Put Option" shall mean an exchange
traded option with respect to Securities other than
Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely
exercise and tender of the specified underlying
Securities, to sell such Securities to the writer
thereof for the exercise price.

          26.  "Reverse Repurchase Agreement" shall
mean an agreement pursuant to which the Fund sells
Securities and agrees to repurchase such Securities at
a described or specified date and price.

          27.  "Security" shall be deemed to include,
without limitation, Money Market Securities, Call
Options, Put Options, Stock Index Options, Stock Index
Futures Contracts, Stock Index Futures Contract
Options, Financial Futures Contracts, Financial Futures
Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having
characteristics similar to common stocks, preferred
stocks, debt obligations issued by state or municipal
governments and by public authorities (including,
without limitation, general obligation bonds, revenue
bonds and industrial bonds and industrial development
bonds), bonds, debentures, notes, mortgages or other
obligations, and any certificates, receipts, warrants
or other instruments representing rights to receive,
purchase, sell or subscribe for the same, or evidencing
or representing any other rights or interest therein,
or any property or assets.

          28.  "Segregated Security Account" shall mean
an account maintained under the terms of this Agreement
as a segregated account, by recordation or otherwise,
within the custody account in which certain Securities
and/or other assets of the Fund shall be deposited and
withdrawn from time to time in accordance with
Certificates received by the Custodian in connection
with such transactions as the Fund may from time to
time determine.

          29.  "Shares" shall mean the shares of
beneficial interest of the Fund, each of which, in the
case of a Fund having Series, is allocated to a
particular Series.

          30.  "Stock Index Futures Contract" shall
mean a bilateral agreement pursuant to which the
parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the
difference between the value of a particular stock
index at the close of the last business day of the
contract and the price at which the futures contract is
originally struck.

          31.  "Stock Index Option" shall mean an
exchange traded option entitling the holder, upon
timely exercise, to receive an amount of cash
determined by reference to the difference between the
exercise price and the value of the index on the date
of exercise.

          32.  "Written Instructions" shall mean
written communications actually received by the
Custodian from an Authorized Person or from a person
reasonably believed by the Custodian to be an
Authorized Person by telex or any other such system
whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree
of certainty the authenticity of the sender of such
communication.

                      ARTICLE II

               APPOINTMENT OF CUSTODIAN

          1.  The Fund hereby constitutes and appoints
the Custodian as custodian of all the Securities and
moneys at any time owned by the Fund during the period
of this Agreement, except that (a) if the Custodian
fails to provide for the custody of any of the Fund's
Securities and moneys located or to be located outside
the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody
of such Securities and moneys located or to be located
outside the United States other than through the
Custodian at rates to be negotiated and borne by the
Fund and (b) if the Custodian fails to continue any
existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of
this Agreement, the Fund shall be permitted to arrange
for such or similar services other than through the
Custodian at rates to be negotiated and borne by the
Fund.  The Custodian shall not charge the Fund for any
such terminated services after the date of such
termination.

          2.  The Custodian hereby accepts appointment
as such custodian and agrees to perform the duties
thereof as hereinafter set forth.

                      ARTICLE III

            CUSTODY OF CASH AND SECURITIES

          1.  Except as otherwise provided in para-
graph 7 of this Article and in Article VIII, the Fund
will deliver or cause to be delivered to the Custodian
all Securities and all moneys owned by it, including
cash received for the issuance of its shares, at any
time during the period of this Agreement.  The
Custodian will not be responsible for such Securities
and such moneys until actually received by it.  The
Custodian will be entitled to reverse any credits made
on the Fund's behalf where such credits have been
previously made and moneys are not finally collected.
The Fund shall deliver to the Custodian a certified
resolution of the Trustees of the Fund approving,
authorizing and instructing the Custodian on a
continuous and on-going basis to deposit in the Book-
Entry System all Securities eligible for deposit
therein and to utilize the Book-Entry System to the
extent possible in connection with its performance
hereunder, including, without limitation, in connection
with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of
Securities collateral.  Prior to a deposit of
Securities of the Fund in the Depository the Fund shall
deliver to the Custodian a certified resolution of the
Trustees of the Fund approving, authorizing and
instructing the Custodian on a continuous and on-going
basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the
Depository all Securities eligible for deposit therein
and to utilize the Depository to the extent possible in
connection with its performance hereunder, including,
without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities,
and deliveries and returns of Securities collateral.
Securities and moneys of the Fund deposited in either
the Book-Entry System or the Depository will be
represented in accounts which include only assets held
by the Custodian for customers, including, but not
limited to, accounts in which the Custodian acts in a
fiduciary or representative capacity.  Prior to the
Custodian's accepting, utilizing and acting with
respect to Clearing Member confirmations for Options
and transactions in Options as provided in this
Agreement, the Custodian shall have received a
certified resolution of the Fund's Board of Trustees
approving, authorizing and instructing the Custodian on
a continuous and on-going basis, until instructed to
the contrary by a Certificate actually received by the
Custodian, to accept, utilize and act in accordance
with such confirmations as provided in this Agreement.

          2.  The Custodian shall credit to a separate
account in the name of the Fund all moneys received by
it for the account of the Fund, and shall disburse the
same only:

          (a)  In payment for Securities purchased, as
provided in Article IV hereof;

          (b)  In payment of dividends or
distributions, as provided in Article XI hereof;

          (c)  In payment of original issue or other
taxes, as provided in Article XII hereof;

          (d)  In payment for Shares redeemed by it, as
provided in Article XII hereof;

          (e)  Pursuant to Certificates setting forth
the name and address of the person to whom the payment
is to be made, and the purpose for which payment is to
be made; or

          (f)  In payment of the fees and in
reimbursement of the expenses and liabilities of the
Custodian, as provided in Article XV hereof.

          3.  Promptly after the close of business on
each day, the Custodian shall furnish the Fund with
confirmations and a summary of all transfers to or from
the account of the Fund during said day.  Where
Securities are transferred to the account of the Fund,
the Custodian shall also by book-entry or otherwise
identify as belonging to the Fund a quantity of
Securities in a fungible bulk of Securities registered
in the name of the Custodian (or its nominee) or shown
on the Custodian's account on the books of the Book-
Entry System or the Depository.  At least monthly and
from time to time, the Custodian shall furnish the Fund
with a detailed statement of the Securities and moneys
held for the Fund under this Agreement.

          4.  Except as otherwise provided in para-
graph 7 of this Article and in Article VIII, all
Securities held for the Fund, which are issued or
issuable only in bearer form, except such Securities as
are held in the Book-Entry System, shall be held by the
Custodian in that form; all other Securities held for
the Fund may be registered in the name of the Fund, in
the name of any duly appointed registered nominee of
the Custodian as the Custodian may from time to time
determine, or in the name of the Book-Entry System or
the Depository or their successor or successors, or
their nominee or nominees.  The Fund agrees to furnish
to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or the
Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be
registered in the name of the Fund.  The Custodian
shall hold all such Securities which are not held in
the Book-Entry System or in the Depository in a
separate account in the name of the Fund physically
segregated at all times from those of any other person
or persons.

          5.  Except as otherwise provided in this
Agreement and unless otherwise instructed to the
contrary by a Certificate, the Custodian by itself, or
through the use of the Book-Entry System or the
Depository with respect to Securities therein
deposited, shall with respect to all Securities held
for the Fund in accordance with this Agreement:

          (a)  Collect all income due or payable and,
in any event, if the Custodian receives a written
notice from the Fund specifying that an amount of
income should have been received by the Custodian
within the last 90 days, the Custodian will provide a
conditional payment of income within 60 days from the
date the Custodian received such notice, unless the
Custodian reasonably concludes that such income was not
due or payable to the Fund, provided that the Custodian
may reverse any such conditional payment upon its
reasonably concluding that all or any portion of such
income was not due or payable, and provided further
that the Custodian shall not be liable for failing to
collect on a timely basis the full amount of income due
or payable in respect of a "floating rate instrument"
or "variable rate instrument" (as such terms are
defined under Rule 2a-7 under the Investment Company
Act of 1940, as amended) if it has acted in good faith,
without negligence or willful misconduct.

          (b)  Present for payment and collect the
amount payable upon such Securities which are called,
but only if either (i) the Custodian receives a written
notice of such call, or (ii) notice of such call
appears in one or more of the publications listed in
Appendix C annexed hereto, which may be amended at any
time by the Custodian upon five business days' prior
notification to the Fund;

          (c)  Present for payment and collect the
amount payable upon all Securities which may mature;

          (d)  Surrender Securities in temporary form
for definitive Securities;

          (e)  Execute, as Custodian, any necessary
declarations or certificates of ownership under the
Federal Income Tax Laws or the laws or regulations of
any other taxing authority now or hereafter in effect;
and

          (f)  Hold directly, or through the Book-Entry
System or the Depository with respect to Securities
therein deposited, for the account of the Fund all
rights and similar securities issued with respect to
any Securities held by the Custodian hereunder.

          6.  Upon receipt of a Certificate and not
otherwise, the Custodian, directly or through the use
of the Book-Entry System or the Depository, shall:

          (a)  Execute and deliver to such persons as
may be designated in such Certificate proxies,
consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any
Securities may be exercised;

          (b)  Deliver any Securities held for the Fund
in exchange for other Securities or cash issued or paid
in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization
of any corporation, or the exercise of any conversion
privilege;

          (c)  Deliver any Securities held for the Fund
to any protective committee, reorganization committee
or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;

          (d)  Make such transfers or exchanges of the
assets of the Fund and take such other steps as shall
be stated in said order to be for the purpose of
effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Fund; and

          (e)  Present for payment and collect the
amount payable upon Securities not described in
preceding paragraph 5(b) of this Article which may be
called as specified in the Certificate.

          7.  Notwithstanding any provision elsewhere
contained herein, the Custodian shall not be required
to obtain possession of any instrument or certificate
representing any Futures Contract, Option or Futures
Contract Option until after it shall have determined,
or shall have received a Certificate from the Fund
stating, that any such instruments or certificates are
available.  The Fund shall deliver to the Custodian
such a Certificate no later than the business day
preceding the availability of any such instrument or
certificate.  Prior to such availability, the Custodian
shall comply with Section 17(f) of the Investment
Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options
by making payments or deliveries specified in
Certificates received by the Custodian in connection
with any such purchase, sale, writing, settlement or
closing out upon its receipt from a broker, dealer or
futures commission merchant of a statement or
confirmation reasonably believed by the Custodian to be
in the form customarily used by brokers, dealers, or
futures commission merchants with respect to such
Futures Contracts, Options or Futures Contract Options,
as the case may be, confirming that such Security is
held by such broker, dealer or futures commission
merchant, in book-entry form or otherwise, in the name
of the Custodian (or any nominee of the Custodian) as
custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall
be made in accordance with the terms and conditions of
the Margin Account Agreement.  Whenever any such
instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this
Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which
such instruments or such certificates are available
only against the delivery to the Custodian of such
instrument or such certificate, and deliver any Futures
Contract, Option or Futures Contract Option for which
such instruments or such certificates are available
only against receipt by the Custodian of payment
therefor.  Any such instrument or certificate delivered
to the Custodian shall be held by the Custodian
hereunder in accordance with, and subject to, the
provisions of this Agreement.

                      ARTICLE IV

PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN
OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
                 REPURCHASE AGREEMENTS

          1.  Promptly after each purchase of
Securities by the Fund, other than a purchase of any
Option, Futures Contract, Futures Contract Option or
Reverse Repurchase Agreement, the Fund shall deliver to
the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of
Money Market Securities, a Certificate, Oral
Instructions or Written Instructions, specifying with
respect to each such purchase:  (a) the name of the
issuer and the title of the Securities; (b) the number
of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the
total amount payable upon such purchase; (f) the name
of the person from whom or the broker through whom the
purchase was made, and the name of the clearing broker,
if any; and (g) the name of the broker to which payment
is to be made.  The Custodian shall, upon receipt of
Securities purchased by or for the Fund, pay out of the
moneys held for the account of the Fund the total
amount payable to the person from whom, or the broker
through whom, the purchase was made, provided that the
same conforms to the total amount payable as set forth
in such Certificate, Oral Instructions or Written
Instructions.

          2.  Promptly after each sale of Securities by
the Fund, other than a sale of any Option, Futures
Contract, Futures Contract Option or Reverse Repurchase
Agreement, the Fund shall deliver to the Custodian (i)
with respect to each sale of Securities which are not
Money Market Securities, a Certificate, and (ii) with
respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale:  (a) the
name of the issuer and the title of the Security; (b)
the number of shares or principal amount sold, and
accrued interest, if any; (c) the date of sale; (d) the
sale price per unit; (e) the total amount payable to
the Fund upon such sale; (f) the name of the broker
through whom or the person to whom the sale was made,
and the name of the clearing broker, if any; and
(g) the name of the broker to whom the Securities are
to be delivered.  The Custodian shall deliver the
Securities upon receipt of the total amount payable to
the Fund upon such sale, provided that the same
conforms to the total amount payable as set forth in
such Certificate, Oral Instructions or Written
Instructions.  Subject to the foregoing, the Custodian
may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs
prevailing among dealers in Securities.

                       ARTICLE V

                        OPTIONS

          1.  Promptly after the purchase of any Option
by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to each Option
purchased:  (a) the type of  Option (put or call);
(b) the name of the issuer and the title and number of
shares subject to such Option or, in the case of a
Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options
purchased; (c) the expiration date; (d) the exercise
price; (e) the dates of purchase and settlement;
(f) the total amount payable by the Fund in connection
with such purchase; (g) the name of the Clearing Member
through which such Option was purchased; and (h) the
name of the broker to whom payment is to be made.  The
Custodian shall pay, upon receipt of a Clearing
Member's statement confirming the purchase of such
Option held by such Clearing Member for the account of
the Custodian (or any duly appointed and registered
nominee of the Custodian) as custodian for the Fund,
out of moneys held for the account of the Fund, the
total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided
that the same conforms to the total amount payable as
set forth in such Certificate.

          2.  Promptly after the sale of any Option
purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall
deliver to the Custodian a Certificate specifying with
respect to each such sale:  (a) the type of Option (put
or call); (b) the name of the issuer and the title and
number of shares subject to such Option or, in the case
of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options
sold; (c) the date of sale; (d) the sale price; (e) the
date of settlement; (f) the total amount payable to the
Fund upon such sale; and (g) the name of the Clearing
Member through which the sale was made.  The Custodian
shall consent to the delivery of the Option sold by the
Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this
Article with respect to such Option against payment to
the Custodian of the total amount payable to the Fund,
provided that the same conforms to the total amount
payable as set forth in such Certificate.

          3.  Promptly after the exercise by the Fund
of any Call Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such
Call Option:  (a) the name of the issuer and the title
and number of shares subject to the Call Option;
(b) the expiration date; (c) the date of exercise and
settlement; (d) the exercise price per share; (e) the
total amount to be paid by the Fund upon such exercise;
and (f) the name of the Clearing Member through which
such Call Option was exercised.  The Custodian shall,
upon receipt of the Securities underlying the Call
Option which was exercised, pay out of the moneys held
for the account of the Fund the total amount payable to
the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total
amount payable as set forth in such Certificate.

          4.  Promptly after the exercise by the Fund
of any Put Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such
Put Option:  (a) the name of the issuer and the title
and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and
settlement; (d) the exercise price per share; (e) the
total amount to be paid to the Fund upon such exercise;
and (f) the name of the Clearing Member through which
such Put Option was exercised.  The Custodian shall,
upon receipt of the amount payable upon the exercise of
the Put Option, deliver or direct the Depository to
deliver the Securities, provided the same conforms to
the amount payable to the Fund as set forth in such
Certificate.

          5.  Promptly after the exercise by the Fund
of any Stock Index Option purchased by the Fund
pursuant to paragraph 1 hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect
to such Stock Index Option:  (a) the type of Stock
Index Option (put or call); (b) the number of Options
being exercised; (c) the stock index to which such
Option relates; (d) the expiration date; (e) the
exercise price; (f) the total amount to be received by
the Fund in connection with such exercise; and (g) the
Clearing Member from which such payment is to be
received.

          6.  Whenever the Fund writes a Covered Call
Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to such
Covered Call Option:  (a) the name of the issuer and
the title and number of shares for which the Covered
Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price;
(d) the premium to be received by the Fund; (e) the
date such Covered Call Option was written; and (f) the
name of the Clearing Member through which the premium
is to be received.  The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the
premium specified in the Certificate with respect to
such Covered Call Option, such receipts as are required
in accordance with the customs prevailing among
Clearing Members dealing in Covered Call Options and
shall impose, or direct the Depository to impose, upon
the underlying Securities specified in the Certificate
such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the
right, upon prior written notification to the Fund, at
any time to refuse to issue any receipts for Securities
in the possession of the Custodian and not deposited
with the Depository underlying a Covered Call Option.


          7.  Whenever a Covered Call Option written by
the Fund and described in the preceding paragraph of
this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate instructing the
Custodian to deliver, or to direct the Depository to
deliver, the Securities subject to such Covered Call
Option and specifying:  (a) the name of the issuer and
the title and number of shares subject to the Covered
Call Option; (b) the Clearing Member to whom the
underlying Securities are to be delivered; and (c) the
total amount payable to the Fund upon such delivery.
Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the
Custodian shall deliver, or direct the Depository to
deliver, the underlying Securities as specified in the
Certificate for the amount to be received as set forth
in such Certificate.

          8.  Whenever the Fund writes a Put Option,
the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Put Option:
(a) the name of the issuer and the title and number of
shares for which the Put Option is written and which
underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the
Fund; (e) the date such Put Option is written; (f) the
name of the Clearing Member through which the premium
is to be received and to whom a Put Option guarantee
letter is to be delivered; (g) the amount of cash,
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; and
(h) the amount of cash and/or the amount and kind of
Securities to be deposited into the Collateral Account.
The Custodian shall, after making the deposits into the
Collateral Account specified in the Certificate, issue
a Put Option guarantee letter substantially in the form
utilized by the Custodian on the date hereof, and
deliver the same to the Clearing Member specified in
the Certificate against receipt of the premium
specified in said Certificate.  Notwithstanding the
foregoing, the Custodian shall be under no obligation
to issue any Put Option guarantee letter or similar
document if it is unable to make any of the represen-
tations contained therein.

          9.  Whenever a Put Option written by the Fund
and described in the preceding paragraph is exercised,
the Fund shall promptly deliver to the Custodian a
Certificate specifying:  (a) the name of the issuer and
title and number of shares subject to the Put Option;
(b) the Clearing Member from which the underlying
Securities are to be received; (c) the total amount
payable by the Fund upon such delivery; (d) the amount
of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) the
amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated
Security Account.  Upon the return and/or cancellation
of any Put Option guarantee letter or similar document
issued by the Custodian in connection with such Put
Option, the Custodian shall pay out of the moneys held
for the account of the Fund the total amount payable to
the Clearing Member specified in the Certificate as set
forth in such Certificate, and shall make the
withdrawals specified in such Certificate.

          10.  Whenever the Fund writes a Stock Index
Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to such
Stock Index Option:  (a) whether such Stock Index
Option is a put or a call; (b) the number of Options
written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise
price; (f) the Clearing Member through which such
Option was written; (g) the premium to be received by
the Fund; (h) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the
Segregated Security Account; (i) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Collateral Account; and (j) the amount
of cash and/or the amount and kind of Securities, if
any, to be deposited in a Margin Account, and the name
in which such account is to be or has been established.
The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits, if
any, into the Segregated Security Account specified in
the Certificate, and either (1) deliver such receipts,
if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs
prevailing among Clearing Members in Stock Index
Options and make the deposits into the Collateral
Account specified in the Certificate, or (2) make the
deposits into the Margin Account specified in the
Certificate.

          11.  Whenever a Stock Index Option written by
the Fund and described in the preceding paragraph of
this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying with
respect to such Stock Index Option: (a) such
information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member
through which such Stock Index Option is being
exercised; (c) the total amount payable upon such
exercise, and whether such amount is to be paid by or
to the Fund; (d) the amount of cash and/or amount and
kind of Securities, if any, to be withdrawn from the
Margin Account; and (e) the amount of cash and/or
amount and kind of Securities, if any, to be withdrawn
from the Segregated Security Account and the amount of
cash and/or the amount and kind of Securities, if any,
to be withdrawn from the Collateral Account.  Upon the
return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this
Article, the Custodian shall pay to the Clearing Member
specified in the Certificate the total amount payable,
if any, as specified therein.

          12.  Whenever the Fund purchases any Option
identical to a previously written Option described in
paragraphs 6, 8 or 10 of this Article in a transaction
expressly designated as a "Closing Purchase
Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to
the Custodian a Certificate specifying with respect to
the Option being purchased:  (a) that the transaction
is a Closing Purchase Transaction; (b) the name of the
issuer and the title and number of shares subject to
the Option, or, in the case of a Stock Index Option,
the stock index to which such Option relates and the
number of Options held; (c) the exercise price; (d) the
premium to be paid by the Fund; (e) the expiration
date; (f) the type of Option (put or call); (g) the
date of such purchase; (h) the name of the Clearing
Member to which the premium is to be paid; and (i) the
amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral
Account, a specified Margin Account or the Segregated
Security Account.  Upon the Custodian's payment of the
premium and the return and/or cancellation of any
receipt issued pursuant to paragraphs 6, 8 or 10 of
this Article with respect to the Option being
liquidated through the Closing Purchase Transaction,
the Custodian shall remove, or direct the Depository to
remove, the previously imposed restrictions on the
Securities underlying the Call Option.

          13.  Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with
respect to, any Option purchased or written by the Fund
and described in this Article, the Custodian shall
delete such Option from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and
upon the return and/or cancellation of any receipts
issued by the Custodian, shall make such withdrawals
from the Collateral Account, the Margin Account and/or
the Segregated Security Account as may be specified in
a Certificate received in connection with such
expiration, exercise, or consummation.


                      ARTICLE VI

                   FUTURES CONTRACTS

          1.  Whenever the Fund shall enter into a
Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such
Futures Contract (or with respect to any number of
identical Futures Contract(s)):  (a) the category of
Futures Contract (the name of the underlying stock
index or financial instrument); (b) the number of
identical Futures Contracts entered into; (c) the
delivery or settlement date of the Futures Contract(s);
(d) the date the Futures Contract(s) was (were) entered
into and the maturity date; (e) whether the Fund is
buying (going long) or selling (going short) on such
Futures Contract(s); (f) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited
in the Segregated Security Account; (g) the name of the
broker, dealer or futures commission merchant through
which the Futures Contract was entered into; and (h)
the amount of fee or commission, if any, to be paid and
the name of the broker, dealer or futures commission
merchant to whom such amount is to be paid.  The
Custodian shall make the deposits, if any, to the
Margin Account in accordance with the terms and
conditions of the Margin Account Agreement.  The
Custodian shall make payment of the fee or commission,
if any, specified in the Certificate and deposit in the
Segregated Security Account the amount of cash and/or
the amount and kind of Securities specified in said
Certificate.

          2.  (a)  Any variation margin payment or
similar payment required to be made by the Fund to a
broker, dealer or futures commission merchant with
respect to an outstanding Futures Contract shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

              (b)  Any variation margin payment or
similar payment from a broker, dealer or futures
commission merchant to the Fund with respect to an
outstanding Futures Contract shall be received and
dealt with by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.

          3.  Whenever a Futures Contract held by the
Custodian hereunder is retained by the Fund until
delivery or settlement is made on such Futures
Contract, the Fund shall deliver to the Custodian a
Certificate specifying:  (a) the Futures Contract; (b)
with respect to a Stock Index Futures Contract, the
total cash settlement amount to be paid or received,
and with respect to a Financial Futures Contract, the
Securities and/or amount of cash to be delivered or
received; (c) the broker, dealer or futures commission
merchant to or from which payment or delivery is to be
made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security
Account.  The Custodian shall make the payment or
delivery specified in the Certificate and delete such
Futures Contract from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein.

          4.  Whenever the Fund shall enter into a
Futures Contract to offset a Futures Contract held by
the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate specifying:  (a) the items of
information required in a Certificate described in
paragraph 1 of this Article, and (b) the Futures
Contract being offset.  The Custodian shall make
payment of the fee or commission, if any, specified in
the Certificate and delete the Futures Contract being
offset from the statements delivered to the Fund
pursuant to paragraph 3 of Article III herein, and make
such withdrawals from the Segregated Security Account
as may be specified in such Certificate.  The
withdrawals, if any, to be made from the Margin Account
shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.

                      ARTICLE VII

               FUTURES CONTRACT OPTIONS

          1.  Promptly after the purchase of any
Futures Contract Option by the Fund, the Fund shall
deliver to the Custodian a Certificate specifying with
respect to such Futures Contract Option:  (a) the type
of Futures Contract Option (put or call); (b) the type
of Futures Contract and such other information as may
be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (c)
the expiration date; (d) the exercise price; (e) the
dates of purchase and settlement; (f) the amount of
premium to be paid by the Fund upon such purchase; (g)
the name of the broker or futures commission merchant
through which such option was purchased; and (h) the
name of the broker or futures commission merchant to
whom payment is to be made.  The Custodian shall pay
the total amount to be paid upon such purchase to the
broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to
the amount set forth in such Certificate.

          2.  Promptly after the sale of any Futures
Contract Option purchased by the Fund pursuant to para-
graph 1 hereof, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each
such sale:  (a) the type of Futures Contract Option
(put or call); (b) the type of Futures Contract and
such other information as may be necessary to identify
the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e)
the date of settlement; (f) the total amount payable to
the Fund upon such sale; and (g) the name of the broker
or futures commission merchant through which the sale
was made.  The Custodian shall consent to the
cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total
amount payable to the Fund, provided the same conforms
to the total amount payable as set forth in such
Certificate.

          3.  Whenever a Futures Contract Option
purchased by the Fund pursuant to paragraph 1 is
exercised by the Fund, the Fund shall promptly deliver
to the Custodian a Certificate specifying:  (a) the
particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying
the Futures Contract Option; (c) the date of exercise;
(d) the name of the broker or futures commission
merchant through which the Futures Contract Option is
exercised; (e) the net total amount, if any, payable by
the Fund; (f) the amount, if any, to be received by the
Fund; and (g) the amount of cash and/or the amount and
kind of Securities to be deposited in the Segregated
Security Account.  The Custodian shall make the
payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the
Certificate.  The deposits, if any, to be made to the
Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin
Account Agreement.

          4.  Whenever the Fund writes a Futures
Contract Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to such
Futures Contract Option:  (a) the type of Futures
Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures
Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the
Fund; (f) the name of the broker or futures commission
merchant through which the premium is to be received;
and (g) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in the
Segregated Security Account.  The Custodian shall, upon
receipt of the premium specified in the Certificate,
make the deposits into the Segregated Security Account,
if any, as specified in the Certificate.  The deposits,
if any, to be made to the Margin Account shall be made
by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

          5.  Whenever a Futures Contract Option
written by the Fund which is a call is exercised, the
Fund shall promptly deliver to the Custodian a
Certificate specifying:  (a) the particular Futures
Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c)
the name of the broker or futures commission merchant
through which such Futures Contract Option was
exercised; (d) the net total amount, if any, payable to
the Fund upon such exercise; (e) the net total amount,
if any, payable by the Fund upon such exercise; and (f)
the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security
Account.  The Custodian shall, upon its receipt of the
net total amount payable to the Fund, if any, specified
in such Certificate make the payments, if any, and the
deposits, if any, into the Segregated Security Account
as specified in the Certificate.  The deposits, if any,
to be made to the Margin Account shall be made by the
Custodian in accordance with the terms and conditions
of the Margin Account Agreement.

          6.  Whenever a Futures Contract Option which
is written by the Fund and which is a Put Option is
exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying:  (a) the particular
Futures Contract Option exercised; (b) the type of
Futures Contract underlying such Futures Contract
Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract
Option is exercised; (d) the net total amount, if any,
payable to the Fund upon such exercise; (e) the net
total amount, if any, payable by the Fund upon such
exercise; and (f) the amount and kind of Securities
and/or cash to be withdrawn from or deposited in the
Segregated Security Account, if any.  The Custodian
shall, upon its receipt of the net total amount payable
to the Fund, if any, specified in the Certificate, make
the payments, if any, and the deposits, if any, into
the Segregated Security Account as specified in the
Certificate.  The deposits to and/or withdrawals from
the Margin Account, if any, shall be made by the
Custodian in accordance with the terms and conditions
of the Margin Account Agreement.

          7.  Whenever the Fund purchases any Futures
Contract Option identical to a previously written
Futures Contract Option described in this Article in
order to liquidate its position as a writer of such
Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased:
(a) that the transaction is a closing transaction; (b)
the type of Futures Contract and such other information
as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (c) the
exercise price; (d) the premium to be paid by the Fund;
(e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to
be paid; and (g) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from
the Segregated Security Account.  The Custodian shall
effect the withdrawals from the Segregated Security
Account specified in the Certificate.  The withdrawals,
if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

          8.  Upon the expiration or exercise of, or
consummation of a closing transaction with respect to,
any Futures Contract Option written or purchased by the
Fund and described in this Article, the Custodian shall
(a) delete such Futures Contract Option from the
statements delivered to the Fund pursuant to para-
graph 3 of Article III herein, and (b) make such
withdrawals from, and/or, in the case of an exercise,
such deposits into, the Segregated Security Account as
may be specified in a Certificate.  The deposits to
and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.

          9.  Futures Contracts acquired by the Fund
through the exercise of a Futures Contract Option
described in this Article shall be subject to
Article VI hereof.

                     ARTICLE VIII

                      SHORT SALES

          1.  Promptly after any short sale, the Fund
shall deliver to the Custodian a Certificate
specifying:  (a) the name of the issuer and the title
of the Security; (b) the number of shares or principal
amount sold, and accrued interest or dividends, if any;
(c) the dates of the sale and settlement; (d) the sale
price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash
and/or the amount and kind of Securities, if any, which
are to be deposited in a Margin Account and the name in
which such Margin Account has been or is to be
established; (g) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in a
Segregated Security Account; and (h) the name of the
broker through which such short sale was made.  The
Custodian shall upon its receipt of a statement from
such broker confirming such sale and that the total
amount credited to the Fund upon such sale, if any, as
specified in the Certificate is held by such broker for
the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or
make the deposits into the Margin Account and the
Segregated Security Account specified in the
Certificate.

          2.  In connection with the closing-out of any
short sale, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each
such closing-out:  (a) the name of the issuer and the
title of the Security; (b) the number of shares or the
principal amount, and accrued interest or dividends, if
any, required to effect such closing-out to be
delivered to the broker; (c) the dates of the closing-
out and settlement; (d) the purchase price per unit;
(e) the net total amount payable to the Fund upon such
closing-out; (f) the net total amount payable to the
broker upon such closing-out; (g) the amount of cash
and the amount and kind of Securities to be withdrawn,
if any, from the Margin Account; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account; and (i)
the name of the broker through which the Fund is
effecting such closing-out.  The Custodian shall, upon
receipt of the net total amount payable to the Fund
upon such closing-out and the return and/or
cancellation of the receipts, if any, issued by the
custodian with respect to the short sale being closed-
out, pay out of the moneys held for the account of the
Fund to the broker the net total amount payable to the
broker, and make the withdrawals from the Margin
Account and the Segregated Security Account, as the
same are specified in the Certificate.

                      ARTICLE IX

             REVERSE REPURCHASE AGREEMENTS

          1.  Promptly after the Fund enters into a
Reverse Repurchase Agreement with respect to Securities
and money held by the Custodian hereunder, the Fund
shall deliver to the Custodian a Certificate or in the
event such Reverse Repurchase Agreement is a Money
Market Security, a Certificate, Oral Instructions or
Written Instructions specifying:  (a) the total amount
payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through
or with which the Reverse Repurchase Agreement is
entered; (c) the amount and kind of Securities to be
delivered by the Fund to such broker or dealer; (d) the
date of such Reverse Repurchase Agreement; and (e) the
amount of cash and/or the amount and kind of
Securities, if any, to be deposited in a Segregated
Security Account in connection with such Reverse
Repurchase Agreement.  The Custodian shall, upon
receipt of the total amount payable to the Fund
specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or
dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral
Instructions or Written Instructions.

          2.  Upon the termination of a Reverse
Repurchase Agreement described in paragraph 1 of this
Article, the Fund shall promptly deliver a Certificate
or, in the event such Reverse Repurchase Agreement is a
Money Market Security, a Certificate, Oral Instructions
or Written Instructions to the Custodian specifying:
(a) the Reverse Repurchase Agreement being terminated;
(b) the total amount payable by the Fund in connection
with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection
with such termination; (d) the date of termination; (e)
the name of the broker or dealer with or through which
the Reverse Repurchase Agreement is to be terminated;
and (f) the amount of cash and/or the amount and kind
of Securities to be withdrawn from the Segregated
Security Account.  The Custodian shall, upon receipt of
the amount and kind of Securities to be received by the
Fund specified in the Certificate, Oral Instructions or
Written Instructions, make the payment to the broker or
dealer, and the withdrawals, if any, from the
Segregated Security Account, specified in such
Certificate, Oral Instructions or Written Instructions.



                       ARTICLE X

    CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
           ACCOUNTS AND COLLATERAL ACCOUNTS

          1.  The Custodian shall, from time to time,
make such deposits to, or withdrawals from, a
Segregated Security Account as specified in a
Certificate received by the Custodian.  Such
Certificate shall specify the amount of cash and/or the
amount and kind of Securities to be deposited in, or
withdrawn from, the Segregated Security Account.  In
the event that the Fund fails to specify in a
Certificate the name of the issuer, the title and the
number of shares or the principal amount of any
particular Securities to be deposited by the Custodian
into, or withdrawn from, a Segregated Securities
Account, the Custodian shall be under no obligation to
make any such deposit or withdrawal and shall so notify
the Fund.

          2.  The Custodian shall make deliveries or
payments from a Margin Account to the broker, dealer,
futures commission merchant or Clearing Member in whose
name, or for whose benefit, the account was established
as specified in the Margin Account Agreement.

          3.  Amounts received by the Custodian as
payments or distributions with respect to Securities
deposited in any Margin Account shall be dealt with in
accordance with the terms and conditions of the Margin
Account Agreement.

          4.  The Custodian shall have a continuing
lien and security interest in and to any property at
any time held by the Custodian in any Collateral
Account described herein.  In accordance with
applicable law, the Custodian may enforce its lien and
realize on any such property whenever the Custodian has
made payment or delivery pursuant to any Put Option
guarantee letter or similar document or any receipt
issued hereunder by the Custodian.  In the event the
Custodian should realize on any such property net
proceeds which are less than the Custodian's
obligations under any Put Option guarantee letter or
similar document or any receipt, such deficiency shall
be a debt owed the Custodian by the Fund within the
scope of Article XIII herein.

          5.  On each business day, the Custodian shall
furnish the Fund with a statement with respect to each
Margin Account in which money or Securities are held
specifying as of the close of business on the previous
business day:  (a) the name of the Margin Account; (b)
the amount and kind of Securities held therein; and (c)
the amount of money held therein.  The Custodian shall
make available upon request to any broker, dealer or
futures commission merchant specified in the name of a
Margin Account a copy of the statement furnished the
Fund with respect to such Margin Account.

          6.  Promptly after the close of business on
each business day in which cash and/or Securities are
maintained in a Collateral Account, the Custodian shall
furnish the Fund with a Statement with respect to such
Collateral Account specifying the amount of cash and/or
the amount and kind of Securities held therein.  No
later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall
furnish to the Custodian a Certificate or Written
Instructions specifying the then market value of the
securities described in such statement.  In the event
such then market value is indicated to be less than the
Custodian's obligation with respect to any outstanding
Put Option, guarantee letter or similar document, the
Fund shall promptly specify in a Certificate the
additional cash and/or Securities to be deposited in
such Collateral Account to eliminate such deficiency.

                      ARTICLE XI

         PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

          1.  The Fund shall furnish to the Custodian a
copy of the resolution of the Trustees, certified by
the Secretary or any Assistant Secretary, either (i)
setting forth the date of the declaration of a dividend
or distribution, the date of payment thereof, the
record date as of which shareholders entitled to
payment shall be determined, the amount payable per
share to the shareholders of record as of that date and
the total amount payable to the Dividend Agent of the
Fund on the payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily
basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate
setting forth the date of the declaration of such
dividend or distribution, the date of payment thereof,
the record date as of which shareholders entitled to
payment shall be determined, the amount payable per
share to the shareholders of record as of that date and
the total amount payable to the Dividend Agent on the
payment date.

          2.  Upon the payment date specified in such
resolution, Oral Instructions, Written Instructions or
Certificate, as the case may be, the Custodian shall
pay out of the moneys held for the account of the Fund
the total amount payable to the Dividend Agent of the
Fund.

                      ARTICLE XII

 SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST

          1.  Whenever the Fund shall sell any of its
Shares, it shall deliver to the Custodian a Certificate
duly specifying:

          (a)  The number of Shares sold, trade date,
and price; and

          (b)  The amount of money to be received by
the Custodian for the sale of such Shares.

          2.  Upon receipt of such money from the
Transfer Agent, the Custodian shall credit such money
to the account of the Fund.

          3.  Upon issuance of any of the Fund's Shares
in accordance with the foregoing provisions of this
Article, the Custodian shall pay, out of the money held
for the account of the Fund, all original issue or
other taxes required to be paid by the Fund in
connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.

          4.  Except as provided hereinafter, whenever
the Fund shall hereafter redeem any of its Shares, it
shall furnish to the Custodian a Certificate
specifying:

          (a)  The number of Shares redeemed; and

          (b)  The amount to be paid for the Shares
redeemed.

          5.  Upon receipt from the Transfer Agent of
an advice setting forth the number of Shares received
by the Transfer Agent for redemption and that such
Shares are valid and in good form for redemption, the
Custodian shall make payment to the Transfer Agent out
of the moneys held for the account of the Fund of the
total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.


          6.  Notwithstanding the above provisions
regarding the redemption of any of the Fund's Shares,
whenever its Shares are redeemed pursuant to any check
redemption privilege which may from time to time be
offered by the Fund, the Custodian, unless otherwise
instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that
the redemption is in good form for redemption in
accordance with the check redemption procedure, honor
the check presented as part of such check redemption
privilege out of the money held in the account of the
Fund for such purposes.

                     ARTICLE XIII

              OVERDRAFTS OR INDEBTEDNESS

          1.  If the Custodian should in its sole
discretion advance funds on behalf of the Fund which
results in an overdraft because the moneys held by the
Custodian for the account of the Fund shall be
insufficient to pay the total amount payable upon a
purchase of Securities as set forth in a Certificate or
Oral Instructions issued pursuant to Article IV, or
which results in an overdraft for some other reason, or
if the Fund is for any other reason indebted to the
Custodian (except a borrowing for investment or for
temporary or emergency purposes using Securities as
collateral pursuant to a separate agreement and subject
to the provisions of paragraph 2 of this Article XIII),
such overdraft or indebtedness shall be deemed to be a
loan made by the Custodian to the Fund payable on
demand and shall bear interest from the date incurred
at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to the Federal
Funds Rate plus l/2%, such rate to be adjusted on the
effective date of any change in such Federal Funds Rate
but in no event to be less than 6% per annum, except
that any overdraft resulting from an error by the
Custodian shall bear no interest.  Any such overdraft
or indebtedness shall be reduced by an amount equal to
the total of all amounts due the Fund which have not
been collected by the Custodian on behalf of the Fund
when due because of the failure of the Custodian to
make timely demand or presentment for payment.  In
addition, the Fund hereby agrees that the Custodian
shall have a continuing lien and security interest in
and to any property at any time held by it for the
benefit of the Fund or in which the Fund may have an
interest which is then in the Custodian's possession or
control or in possession or control of any third party
acting in the Custodian's behalf.  The Fund authorizes
the Custodian, in its sole discretion, at any time to
charge any such overdraft or indebtedness together with
interest due thereon against any balance of account
standing to the Fund's credit on the Custodian's books.
For purposes of this Section 1 of Article XIII,
"overdraft" shall mean a negative Available Balance.

          2.  The Fund will cause to be delivered to
the Custodian by any bank (including, if the borrowing
is pursuant to a separate agreement, the Custodian)
from which it borrows money for investment or for
temporary or emergency purposes using Securities as
collateral for such borrowings, a notice or undertaking
in the form currently employed by any such bank setting
forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral.  The
Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such
borrowing:  (a) the name of the bank; (b) the amount
and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note,
duly endorsed by the Fund, or other loan agreement; (c)
the time and date, if known, on which the loan is to be
entered into; (d) the date on which the loan becomes
due and payable; (e) the total amount payable to the
Fund on the borrowing date; (f) the market value of
Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the
number of shares or the principal amount of any
particular Securities; and (g) a statement specifying
whether such loan is for investment purposes or for
temporary or emergency purposes and that such loan is
in conformance with the Investment Company Act of 1940
and the Fund's prospectus.  The Custodian shall deliver
on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note,
if any, against delivery by the lending bank of the
total amount of the loan payable, provided that the
same conforms to the total amount payable as set forth
in the Certificate.  The Custodian may, at the option
of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement.  The Custodian shall
deliver such Securities as additional collateral as may
be specified in a Certificate to collateralize further
any transaction described in this paragraph.  The Fund
shall cause all Securities released from collateral
status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such
return of collateral as may be tendered to it.  In the
event that the Fund fails to specify in a Certificate
the name of the issuer, the title and number of shares
or the principal amount of any particular Securities to
be delivered as collateral by the Custodian, the
Custodian shall not be under any obligation to deliver
any Securities.

                      ARTICLE XIV

       LOAN OF PORTFOLIO SECURITIES OF THE FUND

          1.  If the Fund is permitted by the terms of
its Declaration of Trust and as disclosed in its most
recent and currently effective prospectus to lend its
portfolio Securities, within 24 hours after each loan
of portfolio Securities the Fund shall deliver or cause
to be delivered to the Custodian a Certificate
specifying with respect to each such loan:  (a) the
name of the issuer and the title of the Securities;
(b) the number of shares or the principal amount
loaned; (c) the date of loan and delivery; (d) the
total amount to be delivered to the Custodian against
the loan of the Securities, including the amount of
cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or
financial institution to which the loan was made.  The
Custodian shall deliver the Securities thus designated
to the broker, dealer or financial institution to which
the loan was made upon receipt of the total amount
designated as to be delivered against the loan of
Securities.  The Custodian may accept payment in
connection with a delivery otherwise than through the
Book-Entry System or Depository only in the form of a
certified or bank cashier's check payable to the order
of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver Securities in accordance
with the customs prevailing among dealers in
securities.

          2.  Promptly after each termination of the
loan of Securities by the Fund, the Fund shall deliver
or cause to be delivered to the Custodian a Certificate
specifying with respect to each such loan termination
and return of Securities:  (a) the name of the issuer
and the title of the Securities to be returned; (b) the
number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total
amount to be delivered by the Custodian (including the
cash collateral for such Securities minus any
offsetting credits as described in said Certificate);
and (e) the name of the broker, dealer or financial
institution from which the Securities will be returned.
The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to
which such Securities were loaned and upon receipt
thereof shall pay, out of the moneys held for the
account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.

                      ARTICLE XV

               CONCERNING THE CUSTODIAN

          1.  Except as hereinafter provided, neither
the Custodian nor its nominee shall be liable for any
loss or damage, including counsel fees, resulting from
its action or omission to act or otherwise, either
hereunder or under any Margin Account Agreement, except
for any such loss or damage arising out of its own
negligence or willful misconduct.  The Custodian may,
with respect to questions of law arising hereunder or
under any Margin Account Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or
of its own counsel, at the expense of the Fund, and
shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such
advice or opinion.  The Custodian shall be liable to
the Fund for any loss or damage resulting from the use
of the Book-Entry System or any Depository arising by
reason of any negligence, misfeasance or willful
misconduct on the part of the Custodian or any of its
employees or agents.

          2.  Without limiting the generality of the
foregoing, the Custodian shall be under no obligation
to inquire into, and shall not be liable for:

          (a)  The validity of the issue of any
Securities purchased, sold or written by or for the
Fund, the legality of the purchase, sale or writing
thereof, or the propriety of the amount paid or
received therefor;

          (b)  The legality of the issue or sale of any
of the Fund's Shares, or the sufficiency of the amount
to be received therefor;

          (c)  The legality of the redemption of any of
the Fund's Shares, or the propriety of the amount to be
paid therefor;

          (d)  The legality of the declaration or
payment of any dividend by the Fund;

          (e)  The legality of any borrowing by the
Fund using Securities as collateral;

          (f)  The legality of any loan of portfolio
Securities pursuant to Article XIV of this Agreement,
nor shall the Custodian be under any duty or obligation
to see to it that any cash collateral delivered to it
by a broker, dealer or financial institution or held by
it at any time as a result of such loan of portfolio
Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of
such loan.  The Custodian specifically, but not by way
of limitation, shall not be under any duty or
obligation periodically to check or notify the Fund
that the amount of such cash collateral held by it for
the Fund is sufficient collateral for the Fund, but
such duty or obligation shall be the sole
responsibility of the Fund.  In addition, the Custodian
shall be under no duty or obligation to see that any
broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to
Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for
the account of the Fund during the period of such loan
or at the termination of such loan, provided, however,
that the Custodian shall promptly notify the Fund in
the event that such dividends or interest are not paid
and received when due; or

          (g)  The sufficiency or value of any amounts
of money and/or Securities held in any Margin Account,
Segregated Security Account or Collateral Account in
connection with transactions by the Fund.  In addition,
the Custodian shall be under no duty or obligation to
see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund
of any variation margin payment or similar payment
which the Fund may be entitled to receive from such
broker, dealer, futures commission merchant or Clearing
Member, to see that any payment received by the
Custodian from any broker, dealer, futures commission
merchant or Clearing Member is the amount the Fund is
entitled to receive, or to notify the Fund of the
Custodian's receipt or non-receipt of any such payment;
provided however that the Custodian, upon the Fund's
written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing
Member identified by the Fund the payment of any
variation margin payment or similar payment that the
Fund asserts it is entitled to receive pursuant to the
terms of a Margin Account Agreement or otherwise from
such broker, dealer, futures commission merchant or
Clearing Member.

          3.  The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether
or not represented by any check, draft or other
instrument for the payment of money, received by it on
behalf of the Fund until the Custodian actually
receives and collects such money directly or by the
final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.

          4.  The Custodian shall have no
responsibility and shall not be liable for ascertaining
or acting upon any calls, conversions, exchange,
offers, tenders, interest rate changes or similar
matters relating to Securities held in the Depository,
unless the Custodian shall have actually received
timely notice from the Depository.  In no event shall
the Custodian have any responsibility or liability for
the failure of the Depository to collect, or for the
late collection or late crediting by the Depository of
any amount payable upon Securities deposited in the
Depository which may mature or be redeemed, retired,
called or otherwise become payable.  However, upon
receipt of a Certificate from the Fund of an overdue
amount on Securities held in the Depository, the
Custodian shall make a claim against the Depository on
behalf of the Fund, except that the Custodian shall not
be under any obligation to appear in, prosecute or
defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion
may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.

          5.  The Custodian shall not be under any duty
or obligation to take action to effect collection of
any amount due to the Fund from the Transfer Agent of
the Fund nor to take any action to effect payment or
distribution by the Transfer Agent of the Fund of any
amount paid by the Custodian to the Transfer Agent of
the Fund in accordance with this Agreement.

          6.  The Custodian shall not be under any duty
or obligation to take action to effect collection of
any amount, if the Securities upon which such amount is
payable are in default, or if payment is refused after
due demand or presentation, unless and until (i) it
shall be directed to take such action by a Certificate
and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection
with any such action.

          7.  The Custodian may appoint one or more
banking institutions as Depository or Depositories or
as Sub-Custodian or Sub-Custodians, including, but not
limited to, banking institutions located in foreign
countries, of Securities and moneys at any time owned
by the Fund, upon terms and conditions approved in a
Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of
the Fund's Board of Trustees adopted in accordance with
Rule 17f-5 under the Investment Company Act of 1940, as
amended.

          8.  The Custodian shall not be under any duty
or obligation to ascertain whether any Securities at
any time delivered to or held by it for the account of
the Fund are such as properly may be held by the Fund
under the provisions of its Declaration of Trust.

          9.  (a)  The Custodian shall be entitled to
receive and the Fund agrees to pay to the Custodian all
reasonable out-of-pocket expenses and such compensation
and fees as are specified on Schedule A hereto.  The
Custodian shall not deem amounts payable in respect of
foreign custodial services to be out-of-pocket
expenses, it being the parties' intention that all fees
for such services shall be as set forth on Schedule B
hereto and shall be provided for the term of this
Agreement without any automatic or unilateral increase.
The Custodian shall have the right to unilaterally
increase the figures on Schedule A on or after March 1,
1991 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the
Consumer Price Index for the calendar year ending on
the December 31 immediately preceding the calendar year
in which such March 1 occurs, provided, however, that
during each such annual period commencing on a March 1,
the aggregate increase during such period shall not be
in excess of 10%.  Any increase by the Custodian shall
be specified in a written notice delivered to the Fund
at least thirty days prior to the effective date of the
increase.  The Custodian may charge such compensation
and any expenses incurred by the Custodian in the
performance of its duties pursuant to such agreement
against any money held by it for the account of the
Fund.  The Custodian shall also be entitled to charge
against any money held by it for the account of the
Fund the amount of any loss, damage, liability or
expense, including counsel fees, for which it shall be
entitled to reimbursement under the provisions of this
Agreement.  The expenses which the Custodian may charge
against the account of the Fund include, but are not
limited to, the expenses of Sub-Custodians and foreign
branches of the Custodian incurred in settling outside
of New York City transactions involving the purchase
and sale of Securities of the Fund.

               (b)  The Fund shall receive a credit for
each calendar month against such compensation and fees
of the Custodian as may be payable by the Fund with
respect to such calendar month in an amount equal to
the aggregate of its Earnings Credit for such calendar
month.  In no event may any Earnings Credits be carried
forward to any fiscal year other than the fiscal year
in which it was earned, or, unless permitted by
applicable law, transferred to, or utilized by, any
other person or entity, provided that any such
transferred Earnings Credit can be used only to offset
compensation and fees of the Custodian for services
rendered to such transferee and cannot be used to pay
the Custodian's out-of-pocket expenses.  For purposes
of this sub-section (b), the Fund is permitted to
transfer Earnings Credits only to The Dreyfus
Corporation, its affiliates and/or any investment
company now or in the future sponsored by The Dreyfus
Corporation or any of its affiliates or for which The
Dreyfus Corporation or any of its affiliates acts as
the sole investment adviser or as the principal
distributor, and Daiwa Money Fund Inc.  For purposes of
this sub-section (b), a fiscal year shall mean the
twelve-month period commencing on the effective date of
this Agreement and on each anniversary thereof.

          10.  The Custodian shall be entitled to rely
upon any Certificate, notice or other instrument in
writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate.  The
Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually
received by the Custodian pursuant to Article IV or XI
hereof.  The Fund agrees to forward to the Custodian a
Certificate or facsimile thereof, confirming such Oral
Instructions or Written Instructions in such manner so
that such Certificate or facsimile thereof is received
by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day
that such Oral Instructions or Written Instructions are
given to the Custodian.  The Fund agrees that the fact
that such confirming instructions are not received by
the Custodian shall in no way affect the validity of
the transactions or enforceability of the transactions
hereby authorized by the Fund.  The Fund agrees that
the Custodian shall incur no liability to the Fund in
acting upon Oral Instructions given to the Custodian
hereunder concerning such transactions, provided such
instructions reasonably appear to have been received
from an Authorized Person.

          11.  The Custodian shall be entitled to rely
upon any instrument, instruction or notice received by
the Custodian and reasonably believed by the Custodian
to be given in accordance with the terms and conditions
of any Margin Account Agreement. Without limiting the
generality of the foregoing, the Custodian shall be
under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations
contained in any such instrument or other notice
including, without limitation, any specification of any
amount to be paid to a broker, dealer, futures
commission merchant or Clearing Member.

          12.  The books and records pertaining to the
Fund which are in the possession of the Custodian shall
be the property of the Fund.  Such books and records
shall be prepared and maintained as required by the
Investment Company Act of 1940, as amended, and other
applicable securities laws and rules and regulations.
The Fund, or the Fund's authorized representatives,
shall have access to such books and records during the
Custodian's normal business hours.  Upon the reasonable
request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund
or the Fund's authorized representative at the Fund's
expense.

          13.  The Custodian shall provide the Fund
with any report obtained by the Custodian on the system
of internal accounting control of the Book-Entry System
or the Depository, or O.C.C., and with such reports on
its own systems of internal accounting control as the
Fund may reasonably request from time to time.

          14.  The Fund agrees to indemnify the
Custodian against and save the Custodian harmless from
all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or
incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant
to paragraph 6 of Article XII as part of any check
redemption privilege program of the Fund, except for
any such liability, claim, loss and demand arising out
of the Custodian's own negligence or willful
misconduct.

          15.  Subject to the foregoing provisions of
this Agreement, the Custodian may deliver and receive
Securities, and receipts with respect to such
Securities, and arrange for payments to be made and
received by the Custodian in accordance with the
customs prevailing from time to time among brokers or
dealers in such Securities.

          16.  The Custodian shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be
implied in this Agreement against the Custodian.

                      ARTICLE XVI

                      TERMINATION

          1.   (a)  Except as provided in subparagraphs
(b), (c) and (d) herein, neither party may terminate
this Agreement until the earlier of the following:
(i) August 31, 1993, and (ii) the third anniversary of
the earliest date on which none of the companies listed
on Schedule C hereto is a transfer agency customer of
the Custodian.  Any such termination may be effected
only by the terminating party giving to the other party
a notice in writing specifying the date of such
termination, which shall be not less than two hundred
seventy (270) days after the date of giving of such
notice.

               (b)  The Fund may at any time terminate
this Agreement if the Custodian has materially breached
its obligations under this Agreement and such breach
has remained uncured for a period of thirty days after
the Custodian's receipt from the Fund of written notice
specifying such breach.

               (c)  Either party, immediately upon
written notice to the other party, may terminate this
Agreement upon the Merger or Bankruptcy of the other
party.

               (d)  The Fund may at any time terminate
this Agreement if the Custodian has materially breached
its obligations under the "Amendment to Transfer Agency
Agreements" dated August 18, 1989 and has not cured
such breach as promptly as practicable and in any event
within seven days of its receipt of written notice of
such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from
the willful misconduct of the Custodian.

          In the event notice of termination is given
by the Fund, it shall be accompanied by a copy of a
resolution of the Trustees of the Fund, certified by
the Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating a successor
custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits.  In
the event notice of termination is given by the
Custodian, the Fund shall, on or before the termination
date, deliver to the Custodian a copy of a resolution
of its Trustees, certified by the Secretary or any
Assistant Secretary, designating a successor custodian
or custodians.  In the absence of such designation by
the Fund, the Custodian may designate a successor
custodian which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and
undivided profits.  Upon the date set forth in such
notice, this Agreement shall terminate and the
Custodian shall, upon receipt of a notice of acceptance
by the successor custodian, on that date deliver
directly to the successor custodian all Securities and
moneys then owned by the Fund and held by it as
Custodian, after deducting all fees, expenses and other
amounts for the payment or reimbursement of which it
shall then be entitled.

          2.  If a successor custodian is not
designated by the Fund or the Custodian in accordance
with the preceding paragraph, the Fund shall, upon the
date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all
Securities (other than Securities held in the Book-
Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian, and the Custodian shall thereby be relieved
of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to
Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be
delivered to the Fund, to hold such Securities
hereunder in accordance with this Agreement.

                     ARTICLE XVII

                     MISCELLANEOUS

          1.  Annexed hereto as Appendix A is a
Certificate signed by two of the present Officers of
the Fund under its seal, setting forth the names and
the signatures of the present Authorized Persons.  The
Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized
Person or in the event that other or additional
Authorized Persons are elected or appointed.  Until
such new Certificate shall be received, the Custodian
shall be fully protected in acting under the provisions
of this Agreement upon Oral Instructions or signatures
of the present Authorized Persons as set forth in the
last delivered Certificate.

          2.  Annexed hereto as Appendix B is a
Certificate signed by two of the present Officers of
the Fund under its seal, setting forth the names and
the signatures of the present Officers of the Fund.
The Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event any such
present Officer ceases to be an Officer of the Fund, or
in the event that other or additional Officers are
elected or appointed.  Until such new Certificate shall
be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon the
signatures of the Officers as set forth in the last
delivered Certificate.

          3.  Any notice or other instrument in
writing, authorized or required by this Agreement to be
given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to
it at its offices at 90 Washington Street, New York,
New York 10015, or at such other place as the Custodian
may from time to time designate in writing.

          4.  Any notice or other instrument in
writing, authorized or required by this Agreement to be
given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at
its office at 666 Old Country Road, Garden City, New
York 11530, or at such other place as the Fund may from
time to time designate in writing.

          5.  This Agreement may not be amended or
modified in any manner except by a written agreement
executed by both parties with the same formality as
this Agreement and approved by a resolution of the
Trustees of the Fund.

          6.  This Agreement shall extend to and shall
be binding upon the parties hereto, and their
respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the
Custodian without the written consent of the Fund,
authorized or approved by a resolution of its Trustees.


          7.  This Agreement shall be construed in
accordance with the laws of the State of New York.

          8.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed
to be an original, but such counterparts shall,
together, constitute only one instrument.

          9.  This Agreement shall not be effective on
the date hereof and instead shall become effective on
January 1, 1990.   When effective, this Agreement shall
supersede the then-existing Custody Agreement between
the parties hereto.

          IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their
respective Officers, thereunto duly authorized, and
their respective corporate seals to be hereunto
affixed, as of the day and year first above written.

             Dreyfus New York Tax Exempt Bond Fund Inc.


                                By:
                                     __________________________
                                     John Pyburn,
                                     Treasurer


Attest:




                                THE BANK OF NEW YORK


                                By:


Attest:



                                              Appendix A

      DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

                AUTHORIZED SIGNATORIES:
             CASH ACCOUNT AND/OR CUSTODIAN
           ACCOUNT FOR PORTFOLIO SECURITIES
                     TRANSACTIONS

         Group I                 Group II All current Fund officers,
Frank Greene,
John Bale, Michael
Condon, Richard Cassaro
and Steven Powanda Paul Casti, Jr.
Jeffrey Nachman
John Pyburn
Joseph DiMartino
Robert Dubuss
Joseph Connolly
Gregory Gruber Alan Eisner
Lawrence Greene
Julian Smerling
Thomas Durante
James Windels
Paul MolloyCash Account

1.   Fees payable to The Bank of New York pursuant to
     written agreement with the Fund for services
     rendered in its capacity as Custodian or agent of
     the Fund, or to The Shareholder Services Group,
     Inc. in its capacity as Transfer Agent or agent of
     the Fund:
               Two (2) signatures required, one of
               which must be from Group II, except that
               an officer of the Fund who also is
               listed in Group II shall sign only once.

2.   Other expenses of the Fund, $5,000 and under:
               Any combination of two (2) signatures
               from either Group I or Group II, or both
               such Groups, except that an officer of
               the Fund who also is listed in Group II
               shall sign only once.

3.   Other expenses of the Fund, over $5,000 but not
     over $25,000:
               Two (2) signatures required, one of
               which must be from Group II, except that
               an officer of the Fund who also is
               listed in Group II shall sign only once.

4.   Other expenses of the Fund, over $25,000:
               Two (2) signatures required, one from
               Group I or Group II, including any one
               of the following:  Paul Casti, Jr.,
               James Windels, Jeffrey Nachman, John
               Pyburn or Alan Eisner, except that no
               individual shall be authorized to sign
               more than once.

Custodian Account for Portfolio Securities Transactions

     Two (2) signatures required from any of the
following:
               All current Fund officers, and Joseph
               DiMartino, Robert Dubuss, Alan Zisner,
               Lawrence Greene, Julian Smerling, Paul
               Disdier, Alan Fulgieri, Gregory Gruber,
               Michael Condon, Steven Powanda, Linda
               Raffinello, Ann Weintraub, Michael
               Charash, Theresa Viviano, Paul Casti,
               Jr., Alan Brown and Richard Cassaro.

       DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
        AMENDED AND RESTATED CUSTODY AGREEMENT
                           APPENDIX B

     The undersigned Officers of the Fund do hereby
certify that the following individuals, whose specimen
signatures are on file with The Bank of New York, have
been duly elected or appointed by the Fund's Board to
the position set forth opposite their names and have
qualified therefor:

          Name                          Position

Richard J. Moynihan            President and Investment Officer

A. Paul Disdier                Vice President and Investment Officer

Kren M. Hand                   Vice President and Investment Officer

Stephen C. Kris                Vice President and Investment Officer

L. Lawrence Troutman           Vice President and Investment Officer

Samuel J. Weinstock            Vice President and Investment Officer

Monica S. Wieboldt             Vice President and Investment Officer

Daniel C. Maclean              Vice President

John J. Pyburn                 Treasurer

Mark N. Jacobs                 Secretary

Jeffrey N. Nachman             Controller

Christine Pavalos              Assistant Secretary

Joseph S. DiMartino            Investment Officer

Howard Stein                   Investment Officer


_____________________     _________________________
Title:                          Title:

         AMENDED AND RESTATED CUSTODY AGREEMENT

                      APPENDIX C

     The following are designated publications for
purposes of paragraph 5(b) of Article III:

The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal

                       Schedule A

     The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.

       DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

                 Domestic Custody Fees


Basic Fee:     1/100th of 1% of the first $500,000,000,
               and 1/200th of 1% of the excess over
               $500,000,000 per annum of the total
               market value of domestic securities
               held.

Custodial Transaction:

     $13.00 for each receipt and delivery of securities
     (excluding Euro Dollar CDs).

     $40.00 for any receipt, delivery or redemption of
     a Euro Dollar CD for which BNY's London branch is
     utilized for settlement and safekeeping.

     $200.00 for the collection of interest on
     securities in "street name."
                       Schedule B

     The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in
a letter dated August 10, 1989 from Masao Yamaguchi of
The Bank of New York to Kevin Flood of Dreyfus Service
Corporation, a copy of which is annexed hereto.

     The above foreign custody fees apply to the
following Global Custody Network countries:

1.   Australia                12.  Japan
2.   Austria                  13.  Luxembourg
3.   Belgium                  14.  Malasia
4.   Canada                   15.  Netherlands
5.   Denmark                  16.  New Zealand
6.   Finland                  17.  Norway
7.   France                   18.  Singapore
8.   Germany                  19.  Spain
9.   Hong Kong                20.  Sweden
10.  Ireland                  21.  Switzerland
11.  Italy                    22.  United Kingdom

 THE BANK OF NEW YORK
New York's First Bank - Founded 1704 By Alexander
Hamilton




                  21 West Street, New York, N.Y.  10206


Masao Yamaguchi
Vice President

                                   August 10, 1989


Mr. Kevin Flood
Senior Vice President
The Dreyfus Corporation
222 Broadway, 7th Floor
New York, NY

               Re:  Global Custodian Fees

Dear Kevin:

     This letter is to confirm our discussion regarding
our Global Custody fee schedule.  The fees will be
calculated on a relationship basis with no annual
minimum.

     -    Safekeeping/Income Collection/Capital
          Changes/Tax Reclamation/Daily
          Reporting/Monthly Summary

          16 basis points per annum on the market value
          of securities held for all of your funds in
          our sub-custodian network, up to $250 MM.

          15 basis points on the next $250 MM.

          14 basis points on the next $250 MM.

          12. basis points on the excess.

     -    Securities Settlements

          $35 per transaction - includes our processing
          and the sub-custodians.

     -    Out-of-Pocket Settlements

          Telex, swift, telephone, securities
          registration, etc., are in addition to the
          above.

     -    We can provide centralized foreign exchange
services.

     The above fee schedule is applicable to the 22
countries listed on Attachment I.  Please note that
expansion into other more emerging markets/countries is
possible, but would be covered under a separate
agreement.

     If you are in agreement with this fee schedule,
please sign and return the enclosed copy of this
letter.

                                   Sincerely,





Approved by:   _______________________
               Kevin Flood


Date:          _______________________




cc:  The Bank of New York     Dreyfus

     F. Ricciardi             J. Nachman





                                                    Item 24(b)
                                                    Exhibit 8(d)


                     Sub-Custodian Agreement


     The Bank of New York, a New York trust company having its
principal place of business at 48 Wall Street, New York, NY
(hereinafter called "the Custodian"), hereby appoints Irving
Trust Company, a New York banking corporation, having its
principal place of business at One Wall Street, New York, New
York 10015, (hereinafter called the "Sub-Custodian") to serve as
Sub-Custodian and to hold such securities as the Custodian may
designate on behalf of and upon the instructions of the
appropriate entity listed on Exhibit A attached hereto (each a
"Fund" and collectively, the "Funds") for which the Custodian is
custodian, subject to the terms and conditions set forth herein.

          1.   Representation by Sub-Custodian.

          The Sub-Custodian hereby represents that it is
qualified to act as custodian for a registered investment
company under the Investment Company Act of 1940, as amended,
and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than
$25,000,000.

          2.   Custodian Services.

          The Sub-Custodian shall hold in an account in the name
of the Custodian, as custodian for the Funds, securities
registered in the name of the Sub-Custodian's nominee (the
"Account") and owned by each such Fund.  Such securities shall
be designated by the Custodian upon instructions of the
appropriate Fund and shall consist of bonds of any issue that
(a) are tax exempt, (b) incorporate a daily adjustable interest
rate that is convertible to interest rates determinable on a
variable or a fixed rate basis, (c) entitle the owners of such
securities to have such securities purchased on a daily basis or
at certain other specified times and (d) require the services of
a custodian to establish a book-entry system similar to that set
forth in the Relevant Master Custody Agreement (as hereinafter
defined in paragraph 13 hereof).  Such securities may be
commingled with other securities of the same issue or with other
securities held in a fiduciary or custodial capacity but shall
be physically segregated from all securities held in the Sub-
Custodian's individual capacity or for its account.  Subject to
paragraph 13 hereof, the Sub-Custodian shall release and deliver
such securities only upon receipt of instructions from the
Custodian.

          The Sub-Custodian shall collect on a timely basis, and
credit to each Fund's Sub-Custodian Account, all income and
other payments with respect to securities held under this
Agreement to which such Fund is entitled by law and shall notify
the Custodian of any income or other payments that are not
collected within a reasonable time after they become payable.
Payments of income are to be made by wire advice to the account
of each Fund so specified on Exhibit A.

          The Sub-Custodian shall at no time supervise the
investment of, or advise or make any recommendations for the
sale, purchase or other disposition of securities held under
this Agreement.  All purchases and sales transactions shall be
carried out by the Sub-Custodian only as the Custodian may
instruct pursuant to paragraph 3 hereof.

          3.   Instructions.

          Subject to paragraph 13 hereof, instructions furnished
by the Custodian to the Sub-Custodian with respect to securities
held by the Sub-Custodian under this Agreement shall be signed
by such officer or officers of the Custodian as are authorized
from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from
the Custodian, whether given orally, by telephone or otherwise,
which the Sub-Custodian reasonably believes to be given by an
authorized person.  The Custodian shall confirm such orders in
writing.  The Sub-Custodian shall, for the benefit of the
Custodian and the Fund, use the same care with respect to the
receiving, safekeeping, handling and delivering of securities
held under this Agreement as it uses in respect of its own
similar securities, but it need not maintain any special
insurance for the benefit of the Custodian or the Funds.  The
Sub-Custodian shall not be liable for any action taken or thing
done by it in carrying out the terms and provisions of this
Agreement or the Relevant Master Custody Agreement if done in
good faith and without negligence or misconduct on the Sub-
Custodian's part.  The Custodian shall not be liable for any
action taken or thing done by it in carrying out the terms and
provisions of this Agreement if done in good faith and without
negligence or misconduct on the Custodian's part.  The Sub-
Custodian shall have no authority to select any broker or
similar agent used to effect the purchase and sale of
securities.

          4.   Ownership Certificates for Tax Purposes and
               Indemnification.

          The Sub-Custodian shall execute, as Custodian (as
defined in Section 13 hereof), any necessary declarations or
certificates of ownership required under any tax law now or
hereafter in effect.

          The Custodian agrees to indemnify the Sub-Custodian
against, and hold it harmless from, any liabilities, and any
related out-of-pocket expenses, which it may incur in connection
with this Agreement, other than any liabilities and expenses
arising out of the Sub-Custodian's bad faith, wilful misconduct
or negligence.  The Sub-Custodian agrees to indemnify the
Custodian against, and to hold it harmless from, any
liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement which arise out of
the Sub-Custodian's bad faith, negligence or wilful misconduct.
The indemnification provided hereunder by the Custodian and the
Sub-Custodian shall not extend to any special or consequential
damages arising out of the performance of this Agreement.

          5.   Reports by Sub-Custodian's Independent
               Public Accountants.

          The Sub-Custodian shall provide the Custodian, upon
request, with any quarterly or annual reports prepared in the
normal course of the business of the Sub-Custodian by the Sub-
Custodian's independent public accountants on the accounting
system, internal accounting controls and procedures for
safekeeping securities relating to the services provided by the
Sub-Custodian under this Agreement.

          6.   Access to Records.

          The Sub-Custodian will not refuse any reasonable
request for inspection and audit or its books and records by an
agent of a Fund or Custodian.

          7.   Cooperation.

          The Sub-Custodian shall cooperate with each Fund and
Custodian and their respective independent public accountants in
connection with annual and other audits of the books and records
of Custodian or the Fund.

          8.   Compensation of Sub-Custodian.

          The Sub-Custodian shall be entitled to reasonable
compensation for its services and expenses as Sub-Custodian, as
agreed upon in writing from time to time by and between the Sub-
Custodian and the Custodian.

          9.   Effective Period, Termination and Amendment.

          This Agreement shall become effective as of its
execution, shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto, and may be terminated
by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take
effect not sooner than thirty (30) days after the date of such
delivery or mailing; provided, however, that the Agreement shall
not be amended or terminated in contravention of any applicable
federal or state regulations, or any provision of the custodian
agreements entered into between the Custodian and the separate
Funds, and further provided, that the Custodian may immediately
terminate this Agreement in the event of the appointment of a
conservator or receiver for the Sub-Custodian by the Federal
Deposit Insurance Corporation or upon the happening of a like
event at the direction of an appropriate regulatory agency or
court of competent jurisdiction.

          Upon termination of this Agreement, the Sub-Custodian
shall promptly deliver to the Custodian in person or by
registered mail all property then held by the Sub-Custodian
under this Agreement.

          10.  Interpretive and Additional Provisions.

          In connection with the operation of this Agreement,
the Sub-Custodian and the Custodian may from time to time agree
in writing on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their joint opinion
be consistent with the general tenor of this Agreement, which
shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or
state regulations or any provision of the custodian agreements
entered into between the Custodian and the separate Funds.  No
interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Agreement.

          11.  New York Law to Apply.

          This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the
State of New York.

          12.  Communications Received by the Sub-Custodian.

          The Sub-Custodian shall promptly transmit to the
Custodian all communications it receives concerning the
securities it holds under this Agreement and shall furnish
statements of account in such manner and frequency as the Sub-
Custodian and the Custodian shall agree.

          All communications required or permitted to be given
under this Agreement shall be in writing (including telex or
telegraph) unless expressly provided otherwise, and addressed as
follows:

     (a)  If to the Sub-Custodian: Irving Trust Company
                                   One Wall Street
                                   New York, New York 10015

                                   Attention:  Corporate Trust
                                        Department

     (b)  If to the Custodian:     The Bank of New York
                                   90 Washington Street, 24th Fl.
                                   New York, NY 10015

                                   Attention:  Mutual Funds
                                        Administration Department

          13.  Acknowledgement and Consent to
               Relevant Master Custody Agreement

          The Custodian acknowledges that each of the entities
named on Exhibit B hereto (as such Exhibit may be amended from
time to time by notice from the Sub-Custodian to the Custodian)
has been appointed remarketing agent (each, a "Remarketing
Agent") for certain series of securities held in custody
pursuant to this Agreement and that such Remarketing Agent and
Irving Trust Company, as custodian (the "Custodian"), have
entered into a Master Custody Agreement identified in such
Exhibit as such Master Custody Agreement may be amended or
supplemented from time to time (each, a "Relevant Master Custody
Agreement") for the benefit of the owners of such series of
securities held in custody pursuant to this Agreement to promote
the transfer of such series of securities remarketed by such
Remarketing Agent through a book-entry system maintained by the
Custodian.  The Sub-Custodian will provide, upon request of the
Custodian, copies of each Relevant Master Custody Agreement for
each series of securities held in custody hereunder.  The
Custodian consents in all respects to be bound by the terms
thereof and to the extent that there is a conflict between the
terms of the Relevant Master Custody Agreement and this
Agreement, the terms of this Agreement shall govern.

          IN WITNESS WHEREOF, each of the parties has caused
this Agreement to be executed this 25th day of November, 1987.

ATTEST:                       THE BANK OF NEW YORK



_______________________       By:___________________________


ATTEST:                       Irving Trust Company


_______________________       By:___________________________


Exhibit A



Name of Fund Account Location,
Name and No. for
receipt of funds
pursuant to
Section 2 of this
Agreement







          Each of the above Funds has furnished the Custodian
with appropriate resolutions authorizing the Custodian to enter
into and act in accordance with the terms of this Agreement.
Such resolutions also expressly acknowledge and consent to the
provisions of Section 13 of this Agreement.


Exhibit B


                                                     Date of Relevant
Name of                                              Master Custody
Remarketing                                          Agreement with
Agent                                                Irving Trust Company
- -----------                                          -----------------------

First Boston Corporation                             As of November 30, 1987
Goldman, Sachs & Co.                                 As of November 30, 1987
Merrill Lynch, Pierce, Fenner & Smith Incorporated   As of November 30, 1987
Shearson Lehman Brothers Inc.                        As of November 30, 1987
Smith Barney, Harris Upham & Co.                     As of November 30, 1987








                          July 8, 1983


Dreyfus New York Tax Exempt
  Bond Fund, Inc.
600 Madison Avenue
New York, New York 10022

Gentlemen:

          We have acted as counsel to Dreyfus New York Tax
Exempt Bond Fund, Inc. (the "Fund") in connection with the
preparation of a Registration Statement on Form N-1,
Registration No. 2-84105 (the "Registration Statement"),
covering shares of Common Stock, par value $.01 per share, of
the Fund.

          We have examined copies of the Articles of
Incorporation and By-laws of the Fund, the Registration
Statement, and such other corporate records and documents as we
have deemed necessary for the purpose of this opinion.  We have
also examined such other documents, papers, statues and
authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed.  In our examination of such
material, we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to
us.  As to various questions of fact material to such opinion,
we have relied upon statements and certificates of officers and
representatives of the Fund and others.

          Attorneys involved in the preparation of this opinion
are admitted only to the bar of the State of New York.  As to
various questions arising under the laws of the State of
Maryland, we have relied on the opinion of Messrs, Venable,
Baetjer and Howard, a copy of which is attached hereto.
          Based upon the foregoing, we are of the opinion that
the shares of Common Stock, par value $.01 per share, of the
Fund to be issued in accordance with the terms of the offering
as set forth in the Prospectus included as part of the
Registration Statement, when so issued and paid for, will
constitute validly authorized and issued shares of Common Stock,
fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
in the Prospectus included in the Registration Statement, and to
the filing of this opinion as an exhibit to any application made
by or on behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of the Fund
or its Common Stock under the securities law of any state or
jurisdiction.  In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.

                                   Very truly yours,


                                   STROOCK & STROOCK & LAVAN














                    CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated July 3, 1996, in this Registration Statement (Form N-1A 2-83429)
of Dreyfus New York Tax Exempt Bond Fund, Inc.




                                             ERNST & YOUNG LLP

New York, New York
September 24, 1996







                               POWER OF ATTORNEY

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


                                    _______________________________________
                                                 July 24, 1996
/s/David W. Burke
David W. Burke

/s/Samuel Chase
Samuel Chase

/s/Gordon J. Davis
Gordon J. Davis

/s/Joseph S. DiMartino
Joseph S. DiMartino

/s/Joni Evans
Joni Evans

/s/Arnold S. Hiatt
Arnold S. Hiatt

/s/David J. Mahoney
David J. Mahoney

/s/Burton Wallack
Burton Wallack


                               POWER OF ATTORNEY


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




                                                  August 2, 1996.

_________________________________
Marie E. Connolly, President






                 DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.

                     Certificate of Assistant Secretary



     The undersigned, Elizabeth A. Bachman, Assistant Secretary of Dreyfus New
York Tax Exempt Bond Fund, Inc. (the "Fund"), hereby certifies that set forth
below is a copy of the resolution adopted by the Fund's Board authorizing the
signing by Elizabeth A. Bachman, Marie E. Connolly, Richard W. Ingram and John
E. Pelletier on behalf of the proper officers of the Fund pursuant to a power
of attorney.


           RESOLVED, that the Registration Statement and any and all
           amendments and supplements thereto, may be signed by any one of
           Elizabeth A. Bachman, Marie E. Connolly, Richard W. Ingram and
           John E. Pelletier as the attorney-in-fact for the proper officers
           of the Fund, with full power of substitution and resubstitution;
           and that the appointment of each of such persons as such
           attorney-in-fact hereby is authorized and approved; and that such
           attorneys-in-fact, and each of them, shall have full power and
           authority to do and perform each and every act and thing
           requisite and necessary to be done in connection with such
           Registration Statement and any and all amendments and supplements
           thereto, as fully to all intents and purposes as the officer, for
           whom he or she is acting as attorney-in-fact, might or could do
           in person.


           IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
Seal of the Fund on August 2, 1996.




                               _________________________________
                               Elizabeth A. Bachman
                               Assistant Secretary

(SEAL)



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<NAME> DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC.
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