DREYFUS CAPITAL VALUE FUND INC
485B24E, 1995-06-19
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                                                                Page 1

                    File Nos. 811-3943 and 2-88822




                   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. 17                 [ X ]
    

                                  and

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

                           Amendment No. 17                         [ X ]
    

                  (Check appropriate box or boxes)

             DREYFUS CAPITAL VALUE FUND (A PREMIER FUND)
         (Incorporated as Dreyfus Capital Value 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) 922-6020

                          Daniel C. Maclean, 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  June 23, 1995  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
   

Registrant has registered an indefinite number of shares of its Common Stock
under the Securities Act of 1933 pursuant to Sec. 24(f) of the Investment
Company Act of 1940.  Registrant's Rule 24f-2 Notice for the fiscal year ended
September 30, 1994 was filed November 29, 1994.
    

                                                                      Page 2

                      REGISTRATION STATEMENT FILE NOS. 811-3943 AND 2-88822

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

For Registration under the Securities Act of 1933 of Securities of Open-End
Management Investment Companies registered on Form N-1A.

A.     Exact name of Company specified in Charter:

       DREYFUS CAPITAL VALUE FUND (A PREMIER FUND) - CLASS A
       (Incorporated as Dreyfus Capital Value Fund, Inc.)

B.     Complete address of Company's principal executive offices:

       c/o The Dreyfus Corporation, 200 Park Avenue, New York, NY  10166

C.     Name and complete address of agent for service:

       Daniel C. Maclean, Esq.
       The Dreyfus Corporation
       200 Park Avenue, New York, NY  10166

D.     Title and amount of Securities being registered (number of shares or
       other units):
   

        2,667,066 Shares                                 (See Note Below)
    

E.     Proposed aggregate offering price to the public of the securities being
       registered:
   

       $289,996                        (Determined on the basis of the closing
                                        price on June 7, 1995; i.e. $11.38
                                        per share (See Note Below))
    


F.     Amount of filing fee, computed at one twenty-ninth of one percent of
       the proposed maximum aggregate offering price to the public:

       $100                            (See Note Below)

G.     Appropriate date of proposed public offering:

       As soon as practicable after the effective date of this
       Registration Statement, and thereafter from day to day

NOTE:  Shares to be registered pursuant to Rule 24e-2
                                                                   Aggregate
                                                                Offering Price
   

       Total Shares Registered:         2,667,066 X $11.38 =      $30,351,211
    
   

       Less Adjustment for Shares
       Redeemed in excess of Shares
       Sold during Fiscal Year
       ended September 30, 1994:        2,641,583 X $11.38 =      $30,061,215
                                                                  $   289,996
    
   

       Fee at 1/29 of 1%                                          $       100
    

                                                                      Page 3





                       CONSENT OF STROOCK & STROOCK & LAVAN




    The Consent of Stroock & Stroock & Lavan, counsel to the Registrant, has
been included in their Opinion filed as Exhibit 10 to this Amendment to the
Registration Statement.

                                                                      Page 4

                                   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 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 19th day of June, 1995.
    

                                  DREYFUS CAPITAL VALUE FUND (A PREMIER FUND)

                            BY:   /s/ Marie E. Connolly*
                                  MARIE E. CONNOLLY, PRESIDENT

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


        SIGNATURE                TITLE

/s/ Marie E. Connolly*           President and Treasurer
Marie E. Connolly                (Principal Executive and
                                   Financial Officer)

/s/ Joseph S. DiMartino*         Chairman of the Board
Joseph S. DiMartino

/s/ David W. Burke*              Director
David W. Burke

/s/ Hodding Carter, III*         Director
Hodding Carter, III

/s/ Ehud Houminer*               Director
Ehud Houminer

/s/ Richard C. Leone*            Director
Richard C. Leone

/s/ Hans C. Mautner*             Director
Hans C. Mautner

/s/ Robin A. Smith*              Director
Robin A. Smith

/s/ John E. Zuccotti*            Director
John E. Zuccotti


   


*BY: /s/ Frederick C. Dey
     Frederick C. Dey, Attorney-in-Fact

    

                                                                      Page 5

                              POWER OF ATTORNEY


   

     The undersigned hereby constitute and appoint Frederick C. Dey, Eric B.
Fischman, Ruth D. Leibert and John E. Pelletier as the attorney-in-fact for
the proper officers of the Fund, with full power of substitution or
resubstitution; to sign any and all amendments to the Registration Statement
for each Fund listed on Schedule A attached hereto (including post-effective
amendments and amendments thereto); and that the appointment of each of such
persons as such attorney-in-fact 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 Statements 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, the undersigned have executed this Consent as of
June 14, 1995.

    

   

/s/ Joseph S. DiMartino                    /s/ Robin A. Smith
Joseph S. DiMartino                        Robin A. Smith

    





                                                                      Page 6


                                SCHEDULE A
   


             Dreyfus Capital Value Fund (A Premier Fund)
             Dreyfus New Leaders Fund, Inc.
             Dreyfus Municipal Bond Fund, Inc.
             Dreyfus Insured Municipal Bond Fund, Inc.
             Dreyfus Strategic Municipal, Inc.
             Dreyfus Municipal Money Market Fund, Inc.
             Dreyfus California Tax Exempt Money Market Fund

    



<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000737766
<NAME> DREYFUS CAPITAL VALUE FUND (A PREMIER FUND)
<SERIES>
   <NUMBER> 1
   <NAME> CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               MAR-31-1995
<INVESTMENTS-AT-COST>                           394787
<INVESTMENTS-AT-VALUE>                          428378
<RECEIVABLES>                                    97638
<ASSETS-OTHER>                                    1516
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  527532
<PAYABLE-FOR-SECURITIES>                          1162
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                              96533
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        514777
<SHARES-COMMON-STOCK>                            29274
<SHARES-COMMON-PRIOR>                            33890
<ACCUMULATED-NII-CURRENT>                         7085
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (126580)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         34554
<NET-ASSETS>                                    331219
<DIVIDEND-INCOME>                                 1015
<INTEREST-INCOME>                                11051
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    4405
<NET-INVESTMENT-INCOME>                           7661
<REALIZED-GAINS-CURRENT>                       (13510)
<APPREC-INCREASE-CURRENT>                       (9901)
<NET-CHANGE-FROM-OPS>                          (15750)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         8407
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1886
<NUMBER-OF-SHARES-REDEEMED>                     (6968)
<SHARES-REINVESTED>                                466
<NET-CHANGE-IN-ASSETS>                         (81403)
<ACCUMULATED-NII-PRIOR>                           9772
<ACCUMULATED-GAINS-PRIOR>                     (113069)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             1725
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   4405
<AVERAGE-NET-ASSETS>                            358390
<PER-SHARE-NAV-BEGIN>                            11.88
<PER-SHARE-NII>                                    .17
<PER-SHARE-GAIN-APPREC>                          (.48)
<PER-SHARE-DIVIDEND>                             (.26)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.31
<EXPENSE-RATIO>                                   .006
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>


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