DREYFUS DEBT & EQUITY FUNDS
485BPOS, 2000-02-28
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                                                            File Nos. 33-7172
                                                                      811-4748

                       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. 28                                 [X]

                                     and/or

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

         Amendment No. 28                                                [X]


                        (Check appropriate box or boxes.)

                          DREYFUS DEBT AND EQUITY FUNDS
               (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 March 1, 2000 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.
       ----


<PAGE>
Dreyfus

Equity Income

Fund

Investing in dividend-paying equity securities for current
income and capital appreciation

PROSPECTUS March 1, 2000

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

<PAGE>


                                 Contents

                                    THE FUND
- ----------------------------------------------------

                                 2  Goal/Approach
What every investor
should know about the fund       3  Main Risks

                                 4  Past Performance

                                 5  Expenses

                                 6  Management

                                 7  Financial Highlights

                                    YOUR INVESTMENT
- --------------------------------------------------------------------

                                 8  Account Policies
Information
for managing your               11  Distributions and Taxes
fund account
                                12  Services for Fund Investors

                                14  Instructions for Regular Accounts

                                16  Instructions for IRAs

                                    FOR MORE INFORMATION
- -----------------------------------------------------------------------

Where to learn more                  Back Cover
about this and other
Dreyfus funds


<PAGE>


The Fund

Dreyfus Equity Income Fund
- --------------------------------
Ticker Symbol: DREDX

GOAL/APPROACH

The fund seeks to maximize current income. Its secondary goal is capital
appreciation. To pursue these goals, the fund invests at least 65% of its assets
in stocks, including dividend-paying common stocks, preferred stocks and
convertible securities of both U.S. and foreign issuers. The fund may invest up
to 35% of its assets in non-dividend-paying stocks and in debt securities of
U.S. and foreign issuers which, when purchased, are rated investment grade or
are the unrated equivalent as determined by Dreyfus.

In choosing stocks, the portfolio manager mainly looks for companies that pay
above-average stock dividends relative to the S&P 500((reg.tm)), as well as
those stocks that score above average on a proprietary portfolio management
model. The manager then reviews these stocks for factors that could signal a
rise in price, such as:

     *    new products or markets

     *    opportunities for greater market share

     *    more effective management

     *    positive changes in corporate structure or market perception

The fund typically sells a stock when its dividend yield declines below the S&P
Industrials Index, when it achieves a below-average score on the model, shows
deteriorating business fundamentals or declining momentum, or falls short of the
manager's expectations.

INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT (SEE BACK COVER).

Concepts to understand

DIVIDEND: a distribution of earnings to shareholders, usually paid in the form
of cash or stock.

VALUE INVESTING: a method of selecting stocks that appear underpriced. The
"value" characteristics of these companies can include higher than average
dividend yields, or lower than average price- to-earnings or price-to-book
ratios.

<PAGE>

MAIN RISKS

Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, emphasis on high-dividend-yielding stocks can
cause the fund's performance to be lower or higher than that of other types of
funds (such as those emphasizing growth stocks). Stocks will fluctuate in price,
sometimes dramatically. This means that the value of your investment in the fund
will go up and down, and that you could lose money.

Stocks with high dividend yields typically possess the characteristics of
"value" stocks. Value stocks generally are subject to the risk that their
intrinsic value may never be realized. Also, while investments in
high-dividend-yielding stocks may provide some downside protection over time,
the fund may produce more modest gains than riskier stock funds as a trade-off
for this potentially lower risk.

Investments in foreign securities could carry additional risks such as exposure
to changing currency exchange rates, changing political climates, a lack of
adequate company information, political instability, and less liquidity.

Debt securities also carry risk. Their prices tend to move inversely with
changes in interest rates, and also are affected by changes in the credit rating
or financial condition of the issuer.

Under adverse market conditions, the fund could invest some or all of its assets
in money market instruments. Although the fund would do this to avoid losses, it
could have the effect of reducing the benefit from any upswing in the market.
During such periods, the fund may not achieve its investment objectives.

Other potential risks

The fund, at times, may invest some assets in derivative securities, such as
options and futures, and in foreign currencies. It may also sell short, which
involves selling a security it does not own in anticipation that the security's
price will go down. When employed, these practices are used primarily to hedge
the fund's portfolio but may be used to increase returns; however, such
practices sometimes may reduce returns or increase volatility.

Derivatives can be illiquid and highly sensitive to changes in the underlying
investment. A small investment in certain derivatives could have a potentially
large impact on the fund's performance.


<PAGE>

PAST PERFORMANCE

The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The second
table compares the fund's performance over time to that of the Russell 1000
Value Index, an unmanaged index that measures the performance of those companies
in the Russell 1000 Index with lower price-to-book ratios and lower forecasted
growth values, and the Wilshire Large Company Value Index, an unmanaged index
reflecting the largest 750 stocks composing the Wilshire 5000 Index that meet
certain statistical "value" stock criteria. Both tables assume reinvestment of
dividends and distributions. Of course, past performance is no guarantee of
future results.
- --------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

                                         19.63  25.51  10.97   6.88

90    91      92     93     94     95     96     97     98     99


BEST QUARTER:                                 Q2 '97        +15.93%
WORST QUARTER:                                Q3 '99        -11.37%
                        --------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                Since
                                                              inception
                                               1 Year         (12/29/95)
 ------------------------------------------------------------------------------
FUND                                            6.88%           15.48%

RUSSELL 1000
VALUE INDEX*                                    7.35%           19.53%**
WILSHIRE LARGE COMPANY
VALUE INDEX*                                    7.11%           12.76%**

* In 1999, the Fund changed its benchmark from the Wilshire Large Company Value
Index to the Russell 1000 Value Index, because the portfolio manager prefers the
information made available by Russell in managing the fund.

** For comparative purposes, the value of each index on 12/31/95 is used as the
beginning value on 12/29/95.

What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goals, although as with all mutual funds, it cannot offer
guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.

<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Annual fund operating expenses are paid
out of fund assets, so their effect is included in the share price. The fund has
no sales charge (load) or Rule 12b-1 distribution fees.
                        --------------------------------------------------------

Fee table

ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS

Management fees                                                           0.75%
Shareholder services fee                                                  0.25%
Other expenses                                                            1.15%
                        --------------------------------------------------------

TOTAL ANNUAL FUND OPERATING EXPENSES                                      2.15%

Fee waiver and/or expense reimbursements                                 (0.90%)
                        --------------------------------------------------------
NET OPERATING EXPENSES*                                                  1.25%

* THE DREYFUS CORPORATION HAS AGREED, UNTIL OCTOBER 31, 2000, TO WAIVE RECEIPT
OF ITS FEES AND/OR ASSUME THE EXPENSES OF THE FUND SO THAT EXPENSES (EXCLUDING
THE SHAREHOLDER SERVICES FEE, TAXES, BROKERAGE COMMISSIONS, EXTRAORDINARY
EXPENSES, INTEREST EXPENSES AND COMMITMENT FEES ON OFFERINGS) DO NOT EXCEED
1.00%.
                        --------------------------------------------------------

Expense example

1 Year                  3 Years             5 Years                   10 Years
- -------------------------------------------------------------------------------
$127                    $586               $1,072                    $2,412

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. The figures
shown would be the same whether you sold your shares at the end of a period or
kept them. Because actual return and expenses will be different, the example is
for comparison only. The one-year number is based on net operating expenses. The
longer-term expenses are based on total annual fund operating expenses.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.


<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $127
billion in over 160 mutual fund portfolios. For the fiscal year, no management
fee was paid by the fund to Dreyfus. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.5 trillion of assets under management, administration or
custody, including approximately $450 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

Timothy M. Ghriskey, CFA, senior portfolio manager and head of value equities at
Dreyfus, has managed the fund since its inception. He joined Dreyfus in July
1995 after 10 years as an analyst and money manager for Loomis Sayles & Co., and
today manages several other funds at Dreyfus.

Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus has taken steps designed to avoid year 2000-related problems in its
systems and to monitor the readiness of other service providers. In addition,
issuers of securities in which the fund invests may be adversely affected by
year 2000-related problems. This could have an impact on the value of the fund's
investments and its share price.

The Fund
<PAGE>

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by Ernst & Young
LLP, whose report, along with the fund's financial statements, is included in
the annual report.

                                                 YEAR ENDED OCTOBER 31,
                                           1999      1998      1997     1996(1)
- -------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period       16.87     17.28    13.89    12.50

Investment operations:

   Investment income -- net                  .22(2)    .32      .32      .23

   Net realized and unrealized gain
   on investments                           1.38       .87     3.67     1.38

Total from investment operations            1.60      1.19     3.99     1.61

Distributions:

   Dividends from investment income -- net  (.22)     (.31)    (.32)    (.22)

   Dividends from net realized gain
   on investments                          (1.51)    (1.29)    (.28)      --

Total distributions                        (1.73)    (1.60)    (.60)    (.22)

Net asset value, end of period             16.74     16.87    17.28    13.89

Total return (%)                            9.87      7.17    29.34    12.93(3)
- -------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.25      1.25     1.27     1.08(3)

Ratio of net investment income
to average net assets (%)                   1.28      1.82     1.98     1.76(3)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%)                .90       .84     1.36     1.05(3)

Portfolio turnover rate (%)               159.61    168.02    80.43    98.84(3)
- -------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)      5,056     4,465    4,314    2,858

(1)  FROM DECEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1996.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.

The Fund

<PAGE>

Your Investment

ACCOUNT POLICIES

Buying shares

YOU PAY NO SALES CHARGES to invest in this fund. Your price for fund shares is
the fund's net asset value per share (NAV), which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Net asset value is calculated by dividing the value of the
fund's net assets by the number of existing shares. The fund's investments are
generally valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.
- --------------------------------------------------------------------------------
Minimum investments
                                                Initial      Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS                                $2,500       $100
                                                             $500 FOR
                                                             TELETRANSFER
                                                             INVESTMENTS

TRADITIONAL IRAS                                  $750       NO MINIMUM

SPOUSAL IRAS                                      $750       NO MINIMUM

ROTH IRAS                                         $750       NO MINIMUM

EDUCATION IRAS                                    $500       NO MINIMUM
                                                             AFTER THE FIRST
                                                             YEAR

DREYFUS AUTOMATIC                                 $100       $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Third-party investments

If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.


<PAGE>

Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME. Your shares will be sold at the next
NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. Any certificates representing fund shares being sold
must be returned with your redemption request. Your order will be processed
promptly and you will generally receive the proceeds within a week.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.

- --------------------------------------------------------------------------------
Limitations on selling shares by phone

Proceeds
sent by                                   Minimum       Maximum
- --------------------------------------------------------------------------------

CHECK                                     NO MINIMUM    $250,000 PER DAY

WIRE                                      $1,000        $500,000 FOR JOINT
                                                        ACCOUNTS
                                                        EVERY 30 DAYS

TELETRANSFER                                $500        $500,000 FOR JOINT
                                                        ACCOUNTS
                                                        EVERY 30 DAYS


Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

*  amounts of $10,000 or more on accounts whose address has been changed
   within the last 30 days

*  requests to send the proceeds to a different  payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.

Your Investment

<PAGE>

ACCOUNT POLICIES (CONTINUED)

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

THE FUND RESERVES THE RIGHT TO:

     *    refuse any purchase or exchange request that could adversely affect
          the fund or its operations, including those from any individual or
          group who, in the fund's view, is likely to engage in excessive
          trading (usually defined as more than four exchanges out of the fund
          within a calendar year)

     *    refuse any purchase or exchange request in excess of 1% of the fund's
          total assets

     *    change or discontinue its exchange privilege, or temporarily suspend
          this privilege during unusual market conditions

     *    change its minimum investment amounts

     *    delay sending out redemption proceeds for up to seven days (generally
          applies only in cases of very large redemptions, excessive trading or
          during unusual market conditions)

The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).

Small account policies

To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; and accounts opened through a financial
institution.

If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 30 days, the fund may close your account and
send you the proceeds.


<PAGE>


DISTRIBUTIONS AND TAXES

THE FUND USUALLY PAYS ITS SHAREHOLDERS DIVIDENDS from its net investment income
quarterly, and distributes any net capital gains it has realized once a year.
Your distributions will be reinvested in the fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE in the year received to most
investors (unless your investment is in an IRA or other tax-deferred account
where taxation may be deferred). The tax status of any distribution is the same
regardless of how long you have been in the fund and whether you reinvest your
distributions or take them in cash. In general, distributions are federally
taxable as follows:

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

Taxability of distributions

Type of                                    Tax rate for    Tax rate for
distribution                               15% bracket     28% bracket or above
                        --------------------------------------------------------

INCOME                                     ORDINARY        ORDINARY
DIVIDENDS                                  INCOME RATE     INCOME RATE

SHORT-TERM                                 ORDINARY        ORDINARY
CAPITAL GAINS                              INCOME RATE     INCOME RATE

LONG-TERM
CAPITAL GAINS                              10%             20%

The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.


Taxes on transactions

Except for tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.

The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold or exchanged up to 12 months after buying them. "Long-term
capital gains" applies to shares sold or exchanged after 12 months.


Your Investment

<PAGE>

SERVICES FOR FUND INVESTORS

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application or by
calling 1-800-645-6561.

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

For investing

DREYFUS AUTOMATIC                For making automatic investments
ASSET BUILDER((reg.tm))          from a designated bank account.

DREYFUS PAYROLL                  For making automatic investments
SAVINGS PLAN                     through a payroll deduction.

DREYFUS GOVERNMENT               For making automatic investments
DIRECT DEPOSIT                   from your federal employment,
PRIVILEGE                        Social Security or other regular
                                 federal government check.

DREYFUS DIVIDEND                 For automatically reinvesting the
SWEEP                            dividends and distributions from
                                 one Dreyfus fund into another
                                 (not available for IRAs).
- --------------------------------------------------------------------------------
For exchanging shares

DREYFUS AUTO-                    For making regular exchanges
EXCHANGE PRIVILEGE               from one Dreyfus fund into another.
- --------------------------------------------------------------------------------
For selling shares

DREYFUS AUTOMATIC                For making regular withdrawals
WITHDRAWAL PLAN                  from most Dreyfus funds.


Dreyfus Financial Centers

Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.

Experienced financial consultants can help you make informed choices and provide
you with personalized attention in handling account transactions. The Financial
Centers also offer informative seminars and events. To find the Financial Center
nearest you, call 1-800-499-3327.


<PAGE>

Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one Dreyfus fund into another. You can request your exchange in writing or
by phone. Be sure to read the current prospectus for any fund into which you are
exchanging before investing. Any new account established through an exchange
will have the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may be charged
a sales load when exchanging into any fund that has one.

Dreyfus TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up TeleTransfer
on your account by providing bank account information and following the
instructions on your application.

24-hour automated account access

YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you.


Retirement plans

Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:

*   for traditional, rollover, Roth and Education IRAs, call 1-800-645-656

*   for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
    1-800-358-0910


Your Investment

<PAGE>


 INSTRUCTIONS FOR REGULAR ACCOUNTS

   TO OPEN AN ACCOUNT

     In Writing

   Complete the application.

   Mail your application and a check to:
   The Dreyfus Family of Funds
   P.O. Box 9387, Providence, RI 02940-9387


      By Telephone

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

   * ABA# 021000018

   * DDA# 8900276398

   * the fund name

   * your Social Security or tax ID number

   * name(s) of investor(s)

   Call us to obtain an account number. Return your application.


     Automatically

WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.

WITHOUT ANY INITIAL INVESTMENT Check the Dreyfus Step Program option on your
application. Return your application, then complete the additional materials
when they are sent to you.

    Via the Internet

COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to: The Dreyfus Family of Funds
                                P.O. Box 105,
                                Newark, NJ 07101-0105

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900276398

* the fund name

* your account number

* name(s) of investor(s)

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.

ALL SERVICES Call us to request a form to add any automatic investing service
(see "Services for Fund Investors"). Complete and return the forms along with
any other required materials.

TO SELL SHARES

Write a letter of instruction that includes:

* your name(s) and signature(s)

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").

Mail your request to:  The Dreyfus Family of Funds
                       P.O. Box 9671, Providence, RI 02940-9671

WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.

TELETRANSFER Be sure the fund has your bank account information on file. Call us
to request your transaction. Proceeds will be sent to your bank by electronic
check.

CHECK Call us to request your transaction. A check will be sent to the address
of record.

DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request a form to add the plan.
Complete the form, specifying the amount and frequency of withdrawals you would
like.

Be sure to maintain an account balance of $5,000 or more.


  To reach Dreyfus, call toll free in the U.S.

  1-800-645-6561

  Outside the U.S. 516-794-5452

  Make checks payable to:

  THE DREYFUS FAMILY OF FUNDS

You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment

<PAGE>

 INSTRUCTIONS FOR IRAS

   TO OPEN AN ACCOUNT

    In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to: The Dreyfus Trust Company, Custodian
                                      P.O. Box 6427, Providence, RI 02940-6427

     By Telephone

      ---------

     Automatically

WITHOUT ANY INITIAL INVESTMENT Call us to request a Dreyfus Step Program form.
Complete and return the form along with your application.

     Via the Internet

COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail in the slip and the check (see "To Open an Account" at left).


WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900276398

* the fund name

* your account number

* name of investor

* the contribution year

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

TELEPHONE CONTRIBUTION Call to request us to move money from a regular Dreyfus
account to an IRA (both accounts must be held in the same shareholder name).

ALL SERVICES Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with any
other required materials.

All contributions will count as current year.

TO SELL SHARES

Write a letter of instruction that includes:

* your name and signature

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

* whether the distribution is qualified or premature

* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required.

Mail in your request (see "To Open an Account" at left).


DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request instructions to establish
the plan.


  To reach Dreyfus, call toll free in the U.S.

  1-800-645-6561

  Outside the U.S. 516-794-5452

  Make checks payable to:

  THE DREYFUS TRUST COMPANY, CUSTODIAN

  You also can deliver requests to any Dreyfus Financial Center. Because
  processing time may vary, please ask the representative when your account will
  be credited or debited.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment

<PAGE>

For More Information

                        Dreyfus Equity Income Fund
                        A series of Dreyfus Debt and
                        Equity Funds
                        -----------------------------

                        SEC file number:  811-4748

                        More information on this fund is available free upon
                        request, including the following:

                        Annual/Semiannual Report

                        Describes the fund's performance, lists portfolio
                        holdings and contains a letter from the fund's manager
                        discussing recent market conditions, economic trends and
                        fund strategies that significantly affected the fund's
                        performance during the last fiscal year.

                        Statement of Additional Information (SAI)

                        Provides more details about the fund and its policies. A
                        current SAI is on file with the Securities and Exchange
                        Commission (SEC) and is incorporated by reference (is
                        legally considered part of this prospectus).

To obtain information:

BY TELEPHONE Call 1-800-645-6561

BY MAIL  Write to:  The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

BY E-MAIL  Send your request to [email protected]

ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from:

      SEC
      http://www.sec.gov

      DREYFUS
      http://www.dreyfus.com

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

(c) 2000 Dreyfus Service Corporation                                  042P0300



<PAGE>

DREYFUS
SHORT TERM
HIGH YIELD FUND

Investing in high yield fixed-income securities to maximize current income

PROSPECTUS March 1, 2000

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

<PAGE>


                                 Contents

                                    THE FUND
- ----------------------------------------------------

What every investor              2  Goal/Approach
should know about the
fund                             3  Main Risks

                                 4  Past Performance

                                 5  Expenses

                                 6  Management

                                 7  Financial Highlights

                                    YOUR INVESTMENT
- --------------------------------------------------------------------

Information                      8  Account Policies
for managing your
fund account                    11  Distributions and Taxes

                                12  Services for Fund Investors

                                14  Instructions for Regular Accounts

                                16  Instructions for IRAs

                                    FOR MORE INFORMATION
- -------------------------------------------------------------------------------

Where to learn more                 INFORMATION ON THE FUND'S RECENT STRATEGIES
about this and other                AND HOLDINGS CAN BE FOUND IN THE CURRENT
 Dreyfus funds                      ANNUAL/SEMIANNUAL REPORT (SEE BACK COVER).


<PAGE>
The Fund

Dreyfus Short Term
High Yield Fund
- -------------------------
Ticker Symbol: DSHYX

GOAL/APPROACH

The fund seeks high current income. To pursue this goal, it invests at least 65%
of its net assets in "high yield" bonds ("junk" bonds). The fund's portfolio
may include various types of high yield securities, including corporate bonds
and notes, mortgage-related securities, asset-backed securities, zero coupon
securities, convertible securities, preferred stock, and other debt instruments
of U.S. and foreign issuers. The fund also may invest in investment grade
securities, typically when it takes a defensive position.

The fund attempts to manage interest rate and credit risk by maintaining an
average effective portfolio maturity and duration each of three years or less.
The fund may purchase securities of any maturity. In calculating average
effective maturity, the fund may treat a security that can be repurchased by its
issuer on an earlier date (known as a "call date") as maturing on the call date
rather than on its stated maturity date.

In choosing securities, the portfolio manager seeks to capture the higher yields
offered by junk bonds. The fund's investment process is based on
security-specific credit research to seek out companies with improving
fundamentals. At times, the fund may focus on "special situations," which
involve out-of-favor companies waiting for a "trigger event" that could increase
the value of the company's debt. The fund looks at a variety of factors when
assessing a potential investment, including the company's financial strength,
the state of the industry or sector it belongs to, the long-term fundamentals of
that industry or sector, the company's management, and whether there is
sufficient equity value in the company.

Concepts to understand

HIGH YIELD BONDS: those rated at the time of purchase BB or Ba and below by
credit-rating agencies such as S&P or Moody's, or the unrated equivalent as
determined by Dreyfus. Because their issuers may be at an early stage of
development or may have been unable to repay past debts, these bonds typically
must offer higher yields than investment grade bonds to compensate investors for
greater credit risk.

DURATION: an indication of an investment's "interest rate risk," or how
sensitive a bond or mutual fund portfolio may be to changes in interest rates.
Generally, the longer a fund's duration, the more it will react to interest rate
fluctuations.

<PAGE>

MAIN RISKS

High yield bonds involve greater credit risk than investment grade bonds. They
tend to be more volatile in price and less liquid and are considered
speculative. As with common stocks, the prices of high yield bonds can fall in
response to bad news about the issue or its industry or the economy in general.
The fund's share price could also be hurt if it holds bonds of issuers that
default on payments of principal or interest. The value of your investment in
the fund could go up and down, which means that you could lose money.

Other risk factors could have an effect on the fund's performance:

     o    if there is a decline in the credit quality of a bond, or perception
          of a decline, the bond's value could fall, potentially lowering the
          fund's share price

     o    price and yield of any foreign debt security the fund may own may be
          affected by factors ranging from political/economic instability to
          changes in currency exchange rates

     o    if the high yield market becomes "illiquid," typically when there are
          many more sellers than buyers for the securities, the value of such
          securities, and the fund's share price, may fall dramatically

     o    under certain market conditions, usually during periods of market
          illiquidity or rising interest rates, prices of the fund's "callable"
          issues are subject to increased price fluctuation because they can be
          expected to perform more like longer-term securities than shorter-term
          securities.

Under adverse market conditions, the fund could invest some or all of its assets
in money market instruments. Although the fund would do this to avoid losses, it
could have the effect of reducing the benefit from any upswing in the market.
During such periods, the fund may not achieve its investment objective.

Other potential risks

The fund, at times, may invest some assets in derivatives such as futures and
options. It also may sell short, which involves selling a security it does not
own in anticipation that the securitiy's price will go down. When employed,
these practices are used mainly to hedge the fund's portfolio, but may be used
to increase returns; however, sometimes they may reduce returns or increase
volatility. Derivatives can be illiquid and highly sensitive to changes in their
underlying instrument. A small investment in certain derivatives could have a
potentially large impact on the fund's performance.

The fund can buy securities with borrowed money (a form of leverage) which could
have the effect of magnifying the fund's gains or losses.

The Fund

<PAGE>

PAST PERFORMANCE

The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The second
compares the fund' s performance over time to that of the Merrill Lynch High
Yield Master II Index, an unmanaged high yield bond performance benchmark, and
to that of a Customized Limited Term High Yield Index, a blended index composed
of four shorter-term sub-indexes* of the Merrill Index. Both tables assume
reinvestment of dividends and distributions. Of course, past performance is no
guarantee of future results.

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

Year-by-year total return AS OF 12/31 EACH YEAR (%)

                                                12.60  -0.80  -1.54

90    91      92     93     94     95     96     97     98     99

BEST QUARTER:               Q2 '97           +4.05%

WORST QUARTER:              Q3 '98           -6.36%
                        --------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                          Since
                                                                      inception
                                                     1 Year           (8/16/96)
                        --------------------------------------------------------

                        FUND                          -1.54%            4.59%

                        MERRILL LYNCH
                        HIGH YIELD
                        MASTER II INDEX                2.51%            7.41%**

                        DREYFUS CUSTOMIZED
                        LIMITED TERM
                        HIGH YIELD INDEX               5.23%            7.51%**

* The four sub-indexes, blended and market weighted, are (i) BB- rated 1-3
years, (ii) B- rated 1-3 years, (iii) BB- rated 3-5 years, and (iv) B- rated 3-5
years.

** FOR COMPARATIVE PURPOSES, THE VALUE OF EACH INDEX ON 8/31/96 IS USED AS THE
BEGINNING VALUE ON 8/16/96.

What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.


<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Annual fund operating expenses are paid
out of fund assets, so their effect is included in the share price. The fund has
no sales charge (load) or Rule 12b-1 distribution fees.

- --------------------------------------------------------------------------------
Fee table

ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS

Management fees                                  0.65%
Shareholder services fee                         0.25%

Other expenses:

    Interest on borrowings                       0.10%
    Miscellaneous                                0.18%
- --------------------------------------------------------------------------------
TOTAL                                            1.18%
- --------------------------------------------------------------------------------

Expense example

1 Year           3 Years                5 Years                    10 Years
- -------------------------------------------------------------------------------

$120              $375                   $649                       $1,432

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. The figures
shown would be the same whether you sold your shares at the end of a period or
kept them. Because actual return and expenses will be different, the example is
for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

The Fund

<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $127
billion in over 160 mutual fund portfolios. For the past fiscal year, the fund
paid Dreyfus a management fee at the annual rate of 0.65% of the fund's average
daily net assets. Dreyfus is the primary mutual fund business of Mellon
Financial Corporation, a global financial services company with approximately
$2.5 trillion of assets under management, administration or custody, including
approximately $450 billion under management. Mellon provides wealth management,
global investment services and a comprehensive array of banking services for
individuals, businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.

Roger King is the fund's primary portfolio manager, a position he has held since
the fund's inception. Prior to joining Dreyfus in February 1996, Mr. King was a
vice president and then director of high yield research at Citibank Securities,
Inc.

Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy' s preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus has taken steps designed to avoid year 2000- related problems in its
systems and to monitor the readiness of other service providers. In addition,
issuers of securities in which the fund invests may be adversely affected by
year 2000-related problems. This could have an impact on the value of the fund's
investments and its share price.


<PAGE>

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by Ernst & Young
LLP, whose report, along with the fund's financial statements, is included in
the annual report.

                                                     YEAR ENDED OCTOBER 31,
                                            1999       1998     1997    1996(1)
- -------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period       11.43      12.98    12.69    12.50

Investment operations:

   Investment income -- net                 1.16       1.22     1.29      .26

   Net realized and unrealized
   gain (loss) on investments               (.80)     (1.44)     .34      .19

Total from investment operations             .36       (.22)    1.63      .45

Distributions:

   Dividends from investment income -- net (1.16)     (1.21)   (1.29)    (.26)

   Dividends from net realized gain
    on investments                           --        (.12)    (.05)      -

Total distributions                        (1.16)     (1.33)   (1.34)    (.26)

Net asset value, end of period             10.63      11.43    12.98    12.69

Total return (%)                            3.06      (2.18)   13.38    17.02(2)
- -------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.08       1.06     1.09      .92(2)

Ratio of interest expense
to average net assets (%)                    .10        .12      .22        --

Ratio of net investment income
to average net assets (%)                  10.42       9.58    10.02     9.76(2)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%)                --         --       .02     1.62(2)

Portfolio turnover rate (%)                64.80      71.00   102.59    77.79(3)
- -------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)    140,613    176,478  146,727   18,779

(1)  FROM AUGUST 16, 1996 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1996.

(2)  ANNUALIZED.

(3)  NOT ANNUALIZED.

The Fund

<PAGE>

                                 Your Investment

ACCOUNT POLICIES

Buying shares

YOU PAY NO SALES CHARGES to invest in this fund. Your price for fund shares is
the fund's net asset value per share (NAV), which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Net asset value is calculated by dividing the value of the
fund' s net assets by the number of existing shares. The fund's investments are
generally valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.

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

Minimum investments
                                                Initial      Additional
                        --------------------------------------------------------
REGULAR ACCOUNTS                                $2,500       $100
                                                             $500 FOR
                                                             TELETRANSFER
                                                             INVESTMENTS

TRADITIONAL IRAS                                  $750       NO MINIMUM

SPOUSAL IRAS                                      $750       NO MINIMUM

ROTH IRAS                                         $750       NO MINIMUM

EDUCATION IRAS                                    $500       NO MINIMUM
                                                             AFTER THE FIRST
                                                             YEAR

DREYFUS AUTOMATIC                                 $100       $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Third-party investments

If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.


<PAGE>

Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME. Your shares will be sold at the next
NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. Any certificates representing fund shares being sold
must be returned with your redemption request. Your order will be processed
promptly and you will generally receive the proceeds within a week.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.

- --------------------------------------------------------------------------------
Limitations on selling shares by phone

Proceeds
sent by                                   Minimum       Maximum
                        --------------------------------------------------------

CHECK                                     NO MINIMUM    $250,000 PER DAY

WIRE                                          $1,000    $500,000 FOR JOINT
                                                        ACCOUNTS EVERY 30 DAYS

TELETRANSFER                                    $500    $500,000 FOR JOINT
                                                        ACCOUNTS EVERY 30 DAYS


Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

     o    amounts of $10,000 or more on accounts whose address has been changed
          within the last 30 days

     o    requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.

Your Investment

<PAGE>

ACCOUNT POLICIES (CONTINUED)

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

THE FUND RESERVES THE RIGHT TO:

     o    refuse any purchase or exchange request that could adversely affect
          the fund or its operations, including those from any individual or
          group who, in the fund' s view, is likely to engage in excessive
          trading (usually defined as more than four exchanges out of the fund
          within a calendar year)

     o    refuse any purchase or exchange request in excess of 1% of the fund's
          total assets

     o    change or discontinue its exchange privilege, or temporarily suspend
          this privilege during unusual market conditions

     o    change its minimum investment amounts

     o    delay sending out redemption proceeds for up to seven days (generally
          applies only in cases of very large redemptions, excessive trading or
          during unusual market conditions)

The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).

Small account policies

To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; and accounts opened through a financial
institution.

If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 30 days, the fund may close your account and
send you the proceeds.

<PAGE>

DISTRIBUTIONS AND TAXES

THE FUND USUALLY PAYS ITS SHAREHOLDERS DIVIDENDS from its net investment income
once a month, and distributes any net capital gains it has realized once a year.
Your distributions will be reinvested in the fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE in the year received to most
investors (unless your investment is in an IRA or other tax-deferred account
where taxation may be deferred). The tax status of any distribution is the same
regardless of how long you have been in the fund and whether you reinvest your
distributions or take them in cash. In general, distributions are federally
taxable as follows:

- --------------------------------------------------------------------------------
Taxability of distributions

Type of                                    Tax rate for    Tax rate for
distribution                               15% bracket     28% bracket or above
                        --------------------------------------------------------

INCOME                                     ORDINARY        ORDINARY
DIVIDENDS                                  INCOME RATE     INCOME RATE

SHORT-TERM                                 ORDINARY        ORDINARY
CAPITAL GAINS                              INCOME RATE     INCOME RATE

LONG-TERM
CAPITAL GAINS                              10%             20%

The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Taxes on transactions

Except for tax-deferred acounts, any sale or exchange of fund shares may
generate a tax liability.

The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold or exchanged up to 12 months after buying them. "Long-term
capital gains" applies to shares sold or exchanged after 12 months.

Your Investment

<PAGE>

SERVICES FOR FUND INVESTORS

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application or by
calling 1-800-645-6561.

- -------------------------------------------------------------------------------
For investing

DREYFUS AUTOMATIC                For making automatic investments
ASSET BUILDER((reg.tm))          from a designated bank account.

DREYFUS PAYROLL                  For making automatic investments
SAVINGS PLAN                     through a payroll deduction.

DREYFUS GOVERNMENT               For making automatic investments
DIRECT DEPOSIT                   from your federal employment,
PRIVILEGE                        Social Security or other regular
                                 federal government check.

DREYFUS DIVIDEND                 For automatically reinvesting the
SWEEP                            dividends and distributions from
                                 one Dreyfus fund into another
                                 (not available for IRAs).
- --------------------------------------------------------------------------------
For exchanging shares

DREYFUS AUTO-                    For making regular exchanges
EXCHANGE PRIVILEGE               from one Dreyfus fund into another.
- --------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC                For making regular withdrawals
WITHDRAWAL PLAN                  from most Dreyfus funds.


Dreyfus Financial Centers

Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.

Experienced financial consultants can help you make informed choices and provide
you with personalized attention in handling account transactions. The Financial
Centers also offer informative seminars and events. To find the Financial Center
nearest you, call 1-800-499-3327.

<PAGE>

Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one Dreyfus fund into another. You can request your exchange in writing or
by phone. Be sure to read the current prospectus for any fund into which you are
exchanging before investing. Any new account established through an exchange
will have the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may be charged
a sales load when exchanging into any fund that has one.

Dreyfus TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up TeleTransfer
on your account by providing bank account information and following the
instructions on your application.

24-hour automated account access

YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you.


Retirement plans

Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:

     o    for traditional, rollover, Roth and Education IRAs, call 1-800-645-656

     o    for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
          1-800-358-0910


Your Investment

<PAGE>

INSTRUCTIONS FOR REGULAR ACCOUNTS

   TO OPEN AN ACCOUNT

      In Writing

Complete the application.

Mail your application and a check to:
    The Dreyfus Family of Funds
    P.O. Box 9387, Providence, RI 02940-9387

  By Telephone

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

   * ABA# 021000018

   * DDA# 8900312033

   * the fund name

   * your Social Security or tax ID number

   * name(s) of investor(s)

   Call us to obtain an account number. Return your application.


     Automatically

WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.

WITHOUT ANY INITIAL INVESTMENT Check the Dreyfus Step Program option on your
application. Return your application, then complete the additional materials
when they are sent to you.

     Via the Internet

COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.



TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to: The Dreyfus Family of Funds
                                P.O. Box 105, Newark, NJ 07101-0105


WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900312033

* the fund name

* your account number

* name(s) of investor(s)

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.


ALL SERVICES Call us to request a form to add any automatic investing service
(see "Services for Fund Investors"). Complete and return the forms along with
any other required materials.

TO SELL SHARES

Write a letter of instruction that includes:

* your name(s) and signature(s)

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").

Mail your request to:  The Dreyfus Family of Funds P.O. Box 9671, Providence, RI
02940-9671

WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.

TELETRANSFER Be sure the fund has your bank account information on file. Call us
to request your transaction. Proceeds will be sent to your bank by electronic
check.

CHECK Call us to request your transaction. A check will be sent to the address
of record.

DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request a form to add the plan.
Complete the form, specifying the amount and frequency of withdrawals you would
like.

Be sure to maintain an account balance of $5,000 or more.


  To reach Dreyfus, call toll free in the U.S.

  1-800-645-6561

  Outside the U.S. 516-794-5452

  Make checks payable to:

  THE DREYFUS FAMILY OF FUNDS

You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment

<PAGE>

 INSTRUCTIONS FOR IRAS

   TO OPEN AN ACCOUNT

     In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to: The Dreyfus Trust Company, Custodian
                                      P.O. Box 6427, Providence, RI 02940-6427

     By Telephone

      ------

     Automatically

WITHOUT ANY INITIAL INVESTMENT Call us to request a Dreyfus Step Program form.
Complete and return the form along with your application.

     Via the Internet

COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.


TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail in the slip and the check (see "To Open an Account" at left).


WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900312033

* the fund name

* your account number

* name of investor

* the contribution year

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

TELEPHONE CONTRIBUTION Call to request us to move money from a regular Dreyfus
account to an IRA (both accounts must be held in the same shareholder name).

ALL SERVICES Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with any
other required materials.

All contributions will count as current year.


TO SELL SHARES

Write a letter of instruction that includes:

* your name and signature

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

* whether the distribution is qualified or premature

* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required.

Mail in your request (see "To Open an Account" at left).


DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request instructions to establish
the plan.


  To reach Dreyfus, call toll free in the U.S.

  1-800-645-6561

  Outside the U.S. 516-794-5452

  Make checks payable to:

  THE DREYFUS TRUST COMPANY, CUSTODIAN

You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment

<PAGE>

For More Information

                       Dreyfus Short Term
                       High Yield Fund
                       A series of Dreyfus Debt and Equity Funds
                       -----------------------------
                       SEC file number:  811-4748

                        More information on this fund is available free upon
                        request, including the following:

                        Annual/Semiannual Report

                        Describes the fund's performance, lists portfolio
                        holdings and contains a letter from the fund's manager
                        discussing recent market conditions, economic trends and
                        fund strategies that significantly affected the fund's
                        performance during the last fiscal year.

                        Statement of Additional Information (SAI)

                        Provides more details about the fund and its policies. A
                        current SAI is on file with the Securities and Exchange
                        Commission (SEC) and is incorporated by reference (is
                        legally considered part of this prospectus).

To obtain information:

BY TELEPHONE Call 1-800-645-6561

BY MAIL  Write to:  The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

BY E-MAIL  Send your request to [email protected]

ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from:

      SEC
      http://www.sec.gov

      DREYFUS
      http://www.dreyfus.com

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

(c) 2000 Dreyfus Service Corporation                                  044P0300


<PAGE>
DREYFUS
PREMIER REAL ESTATE
MORTGAGE FUND

Investing in real estate and mortgage-related
debt and equity securities for maximum total return

PROSPECTUS March 1, 2000

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

<PAGE>

The Fund

DREYFUS PREMIER REAL ESTATE MORTGAGE FUND
          ---------------------------------
          Ticker Symbols  CLASS A: DREMX
                          CLASS B: n/a
                          CLASS C: n/a
                          CLASS R: n/a
                          CLASS T: n/a

Contents

The Fund
- --------------------------------------------------------------------------------
Goal/Approach                                     inside cover

Main Risks                                                   1

Past Performance                                             2

Expenses                                                     3

Management                                                   4

Financial Highlights                                         5

Your Investment
- --------------------------------------------------------------------------------

Account Policies                                             8

Distributions and Taxes                                     11

Services for Fund Investors                                 12

Instructions for Regular Accounts                           13

Instructions for IRAs                                       14

For More Information
- --------------------------------------------------------------------------------

INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

The Fund

GOAL/APPROACH

The fund seeks to maximize total return, consisting of capital appreciation and
current income. To pursue this goal, it invests at least 65% of its total assets
in mortgage-related securities, which include commercial mortgage-backed
securities; the common stock, preferred stock and debt issued by real estate
investment trusts ("REITs"); mortgage pass-through securities issued and/or
guaranteed by U.S. government agencies or instrumentalities, including Ginnie
Maes, Fannie Maes, and Freddie Macs; and collateralized mortgage obligations
("CMOs"), including residential and commercial mortgage-backed securities. The
fund also may invest in asset-backed securities, U.S. Treasury securities, zero
coupon bonds, other corporate debt securities, and the stock of companies that
invest or deal in real estate.

The effective duration of the fund's fixed-income securities typically ranges
from two to six years. The fund typically maintains a portfolio with an
"investment grade" average credit quality (at least BBB/Baa), although the fund
may invest significantly in individual securities of below investment grade
credit quality ("high yield" or "junk" bonds).

The fund has the flexibility to shift among fixed-income and equity investments,
based on an analysis of the long-term real estate environment, and interest rate
and prepayment scenarios. The manager uses a value approach to selecting REITs
and generally seeks to invest across geographic areas and industry sectors.

The fund is non-diversified, which means that a relatively high percentage of
its assets may be invested in a limited number of issuers. Therefore, its
performance may be more vulnerable to changes in the market value of a single
issuer or a group of issuers.

Concepts to understand

MORTGAGE PASS-THROUGH SECURITIES: pools of residential mortgages with cash flows
"passed through" to the holders of the securities via monthly payments of
interest and principal. CMOS: multi-class bonds backed by pools of mortgage
pass-through securities or mortgage loans; either residential or commercial.
CMOs may be issued by U.S. government agencies or by private entities.
COMMERCIAL MORTGAGE-BACKED SECURITIES: a CMO backed by loans on apartment
buildings, office buildings or shopping centers. REITS: pooled investment
vehicles that invest directly in real estate, mortgages and loans.

<PAGE>

MAIN RISKS

The fund carries the risks associated with real estate investing, such as
potential declines in real estate values, variations in rental incomes, risks
related to economic conditions, overbuilding and competition, property tax
increases, zoning law changes, occupancy rates, interest rates, and liquidity.
These factors mainly will affect the fund's equity and privately issued debt
holdings. The value of your investment in the fund could go up and down, and you
could lose money.

High yield bonds involve greater credit risk than investment grade bonds. They
tend to be more volatile in price and less liquid, and are considered
speculative. Their prices can fall in response to bad news about the issuer or
its industry or the economy in general.

If the market for privately issued securities owned by the fund becomes
"illiquid," typically when there are many more sellers than buyers for the
securities, the value of those securities, and the fund's share price, may fall
dramatically.

While prices of fixed-income securities tend to move inversely with interest
rate changes, mortgage securities can have a different interest rate sensitivity
than other bonds because of prepayments and other factors. For example, when
interest rates fall, pass-through securities may be paid off earlier than
expected, and the fund may reinvest those assets at lower rates. This factor
lessens price-appreciation potential from interest rate declines. When rates
rise, prices may decline less, given their generally higher coupon.

While the principal and interest payments of some of the fund's securities may
be guaranteed by the U.S. government or its agencies or instrumentalities, this
guarantee does not apply to their market value or the fund's share price.

Other potential risks

Most mortgage- and asset-backed securities are a form of derivative. The fund,
at times, also may invest in other derivative securities such as futures and
options. Futures and options are used primarily to hedge the portfolio, but may
be used to increase returns; however, such practices may lower returns and
increase volatility. Derivatives can be illiquid, and a small investment in
certain derivatives could have a potentially large impact on fund performance.

The fund may purchase pass-throughs on a forward commitment basis, which are
forms of borrowing that can enhance volatility.

The Fund

<PAGE>

PAST PERFORMANCE

The tables below show some of the risks of investing in the fund. The first
table shows the changes in the performance of the fund's Class A shares from
year to year. Sales loads are not reflected in the table; if they were, returns
would be lower than those shown. The second table compares the performance of
each share class over time to that of the Lehman Brothers Aggregate Bond Index,
an unmanaged index of overall bond market performance, and Standard & Poor's
Composite REIT Index, an unmanaged Capitalization-Weighted Index of the 100
largest REITs. These returns include applicable sales loads and the reinvestment
of dividends and distributions. Of course, past performance is no guarantee of
future results.

- --------------------------------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)

CLASS A SHARES

                                                          1.26  3.36

90       91      92     93     94      95    96    97      98    99

BEST QUARTER:                    Q2 '99            +9.05%
WORST QUARTER:                   Q4 '98            -6.07%
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                        Inception date         1 Year        Since inception
- --------------------------------------------------------------------------------

CLASS A                  (9/30/97)             -0.13%          2.84%

CLASS B                 (12/24/98)              1.13%          2.66%

CLASS C                 (12/24/98)              4.14%          6.61%

CLASS R                 (12/24/98)              6.19%          7.70%

CLASS T                 (12/24/98)              0.81%          2.36%

LEHMAN BROTHERS
AGGREGATE BOND INDEX                           -0.82%          4.73%*

STANDARD & POOR'S
COMPOSITE REIT INDEX                           -5.82%        -11.33%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF EACH INDEX ON 9/30/97 IS USED AS THE
BEGINNING VALUE.

What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.


<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.
<TABLE>
<CAPTION>

Fee table

                                                                CLASS A       CLASS B       CLASS C        CLASS R       CLASS T
- ------------------------------------------------------------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
<S>                                                               <C>           <C>           <C>            <C>           <C>
Maximum front-end sales charge on purchases
AS A % OF OFFERING PRICE                                          5.75          NONE          NONE           NONE          4.50

Maximum contingent deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS               NONE*         4.00          1.00           NONE          NONE*
- ------------------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS

Management fees                                                    .65           .65           .65            .65           .65

Rule 12b-1 fees                                                   NONE           .75           .75           NONE           .25

Shareholder services fee                                           .25           .25           .25           NONE           .25

Other expenses:        Interest on borrowings                     1.61          1.50          1.57           1.45          1.62
                       Miscellaneous                               .96          1.00          1.59            .90          1.83
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES                              3.47          4.10          4.81           3.00          4.59
Fee waiver and/or expense reimbursements                          (.96)        (1.00)        (1.59)          (.90)        (1.83)
- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING EXPENSES**                                          2.51          3.15          3.22           2.10          2.76

* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1
MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE YEAR.

** THE DREYFUS CORPORATION HAS AGREED, UNTIL OCTOBER 31, 2000, TO WAIVE RECEIPT
OF ITS FEES AND/OR ASSUME THE EXPENSES OF THE FUND SO THAT FUND EXPENSES,
EXCLUDING RULE 12B-1 FEES, SHAREHOLDER SERVICES FEES, TAXES, BROKERAGE
COMMISSIONS, EXTRAORDINARY EXPENSES, INTEREST EXPENSES, AND COMMITMENT FEES ON
OFFERINGS, DO NOT EXCEED 0.65%.
</TABLE>

Expense example

                               1 Year        3 Years        5 Years   10 Years
- -------------------------------------------------------------------------------

CLASS A                        $662          $1,353         $2,084     $4,190

CLASS B
WITH REDEMPTION                $563          $1,318         $2,111     $4,046**
WITHOUT REDEMPTION             $163          $1,018         $1,911     $4,046**

CLASS C
WITH REDEMPTION                $265          $1,155         $2,182     $5,067
WITHOUT REDEMPTION             $165          $1,155         $2,182     $5,067

CLASS R                        $ 60          $ 687          $1,355     $3,300

CLASS T                        $561          $1,475         $2,429     $5,155

*** ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
THE DATE OF PURCHASE.

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only. The
one-year number is based on net operating expenses. The longer-term numbers are
based on total fund operating expenses.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.

RULE 12B-1 FEE: the fee paid to the fund's distributor to finance the sale and
distribution of Class B, Class C and Class T shares. Because this fee is paid
out of the fund's assets on an ongoing basis, over time it will increase the
cost of your investment and may cost you more than paying other types of sales
charges.

SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for providing
shareholder services.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

The Fund

<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $127
billion in over 160 mutual fund portfolios. For the past fiscal year, no
management fee was paid by the fund to Dreyfus. Dreyfus is the primary mutual
fund business of Mellon Financial Corporation, a global financial services
company with approximately $2.5 trillion of assets under management,
administration or custody, including approximately $450 billion under
management. Mellon provides wealth management, global investment services and a
comprehensive array of banking services for individuals, businesses and
institutions. Mellon is headquartered in Pittsburgh, Pennsylvania.

The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.

The fund's primary portfolio manager is Michael Hoeh. He has held that position
since the fund's inception and has been employed by Dreyfus since October 1996.
Prior to joining Dreyfus, Mr. Hoeh was vice president of portfolio management at
ARM Capital Advisors, Inc.

Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus has taken steps to avoid year 2000-related problems in its systems and
to monitor the readiness of other service providers. In addition, issuers of
securities in which the fund invests may be adversely affected by year
2000-related problems. This could have an impact on the value of the fund's
investments and its share price.


<PAGE>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.
<TABLE>
<CAPTION>

                                                                                                  YEAR ENDED OCTOBER 31,
 CLASS A                                                                                1999           1998             1997(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)

<S>                                                                                    <C>            <C>               <C>
 Net asset value, beginning of period                                                  12.09          12.69             12.50

 Investment operations: Investment income -- net                                       1.22            1.03               .06
                        Net realized and unrealized gain (loss) on investments         (.57)           (.52)              .13

 Total from investment operations                                                       .65             .51               .19

 Distributions:          Dividends from investment income -- net                      (1.23)           (.96)               --
                         Dividends from net realized gain on investments               (.26)           (.15)               --

 Total distributions                                                                  (1.49)          (1.11)               --
 Net asset value, end of period                                                       11.25           12.09             12.69
 Total return (%)                                                                      5.41            3.82             17.34(2,3)
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                            .90             .90               .90(3)

 Ratio of interest expense to average net assets (%)                                   1.61            1.66                --

 Ratio of net investment income to average net assets (%)                             10.23            8.13              5.39(3)

 Decrease reflected in above expense ratios due to actions by Dreyfus (%)               .96             .71              2.77(3)

 Portfolio turnover rate (%)                                                         267.67          752.42            244.61(4)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                               12,452          12,907            10,396

(1)  FROM SEPTEMBER 30, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997.
(2)  EXCLUSIVE OF REDEMPTION FEE.
(3)  ANNUALIZED.
(4)  NOT ANNUALIZED.
</TABLE>

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED OCTOBER 31,
 CLASS B                                                                             1999(1)
- --------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S>                                                                                   <C>
Net asset value, beginning of period                                                  11.47

Investment operations:  Investment income -- net                                        .77
                        Net realized and unrealized gain (loss) on investments         (.24)

 Total from investment operations                                                       .53

 Distributions:         Dividends from investment income -- net                        (.83)

 Net asset value, end of period                                                       11.17

 Total return (%)                                                                      5.71(2)
- --------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                            1.60(2)

Ratio of interest expense to average net assets (%)                                    1.50(2)

Ratio of net investment income to average net assets (%)                               9.57(2)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)
                                                                                       1.00(2)
Portfolio turnover rate (%)                                                          267.67
- --------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000)                                                    80

(1)  FROM DECEMBER 24, 1998 (COMMENCEMENT OF INITIAL OFFERING) TO OCTOBER 31, 1999.
(2)  ANNUALIZED.
</TABLE>

The Fund


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

                                                                                 YEAR ENDED OCTOBER 31,
CLASS C                                                                               1999(1)
- ----------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)

<S>                                                                                   <C>
Net asset value, beginning of period                                                  11.47

Investment operations:  Investment income -- net                                        .80
                         Net realized and unrealized gain (loss) on investments        (.25)

 Total from investment operations                                                       .55

 Distributions:          Dividends from investment income -- net                       (.81)
 Net asset value, end of period                                                       11.21
 Total return (%)                                                                      5.91(2)
- ----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                            1.62(2)
Ratio of interest expense to average net assets (%)                                    1.57(2)
Ratio of net investment income to average net assets (%)                               9.50(2)
Decrease reflected in above expense ratios due to actions by Dreyfus (%)               1.59(2)
Portfolio turnover rate (%)                                                          267.67
- ----------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000)                                                     4

(1)  FROM DECEMBER 24, 1998 (COMMENCEMENT OF INITIAL OFFERING) TO OCTOBER 31, 1999.
(2)  ANNUALIZED.
</TABLE>

<TABLE>
<CAPTION>

                                                                                 YEAR ENDED OCTOBER 31,
CLASS R                                                                              1999(1)
- ----------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S>                                                                                   <C>
Net asset value, beginning of period                                                  11.47

Investment operations:  Investment income -- net                                        .95
                         Net realized and unrealized gain (loss) on investments        (.29)

 Total from investment operations                                                       .66

 Distributions:          Dividends from investment income -- net                       (.89)

 Net asset value, end of period                                                       11.24

 Total return (%)                                                                      7.04(2)
- ----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                             .59(2)
Ratio of interest expense to average net assets (%)                                    1.45(2)
Ratio of net investment income to average net assets (%)                              10.33(2)
Decrease reflected in above expense ratios due to actions by Dreyfus (%)                .90(2)
Portfolio turnover rate (%)                                                          267.67
- ----------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000)                                                   281

(1)  FROM DECEMBER 24, 1998 (COMMENCEMENT OF INITIAL OFFERING) TO OCTOBER 31, 1999.
(2)  ANNUALIZED.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                 YEAR ENDED OCTOBER 31,
CLASS T                                                                                 1999(1)
- ----------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                   <C>
Net asset value, beginning of period                                                  11.47

Investment operations:  Investment income -- net                                       1.00
                         Net realized and unrealized gain (loss) on investments        (.39)

 Total from investment operations                                                       .61

 Distributions:          Dividends from investment income -- net                       (.84)

 Net asset value, end of period                                                       11.24

 Total return (%)                                                                      6.45(2)
- ----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                            1.14(2)
Ratio of interest expense to average net assets (%)                                    1.62(2)
Ratio of net investment income to average net assets (%)                              10.05(2)
Decrease reflected in above expense ratios due to actions by Dreyfus (%)               1.83(2)
Portfolio turnover rate (%)                                                          267.67
- ----------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000)                                                     1

(1)  FROM DECEMBER 24, 1998 (COMMENCEMENT OF INITIAL OFFERING) TO OCTOBER 31, 1999.
(2)  ANNUALIZED.
</TABLE>

The Fund

<PAGE>


Your Investment

ACCOUNT POLICIES

THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from those
described here.

YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees and a CDSC.

Reduced Class A and Class T sales charge

LETTER OF INTENT: lets you purchase Class A and Class T shares over a 13-month
period and receive the same sales charge as if all shares had been purchased at
once.

RIGHT OF ACCUMULATION: lets you add the value of any shares you own in this
fund, any other Dreyfus Premier fund, or any other fund that is advised by
Founders Asset Management LLC ("Founders"), an affiliate of Dreyfus, sold with a
sales load, to the amount of your next Class A or Class T investment for
purposes of calculating the sales charge.

CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.



*    CLASS A shares may be appropriate for investors who prefer to pay the
     fund's sales charge up front rather than upon the sale of their shares,
     want to take advantage of the reduced sales charges available on larger
     investments and/or have a longer-term investment horizon

*    CLASS B shares may be appropriate for investors who wish to avoid a
     front-end sales charge, put 100% of their investment dollars to work
     immediately and/or have a longer-term investment horizon

*    CLASS C shares may be appropriate for investors who wish to avoid a
     front-end sales charge, put 100% of their investment dollars to work
     immediately and/or have a shorter-term investment horizon

*    CLASS R shares are designed for eligible institutions on behalf of their
     clients (individuals may not purchase these shares directly)

*    CLASS T shares may be appropriate for investors who prefer to pay the
     fund's sales charge up front rather than upon the sale of their shares,
     want to take advantage of the reduced sales charges available on larger
     investments and have a shorter-term investment horizon

Your financial representative can help you choose the share class that is
appropriate for you.

<PAGE>

Share class charges

EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Consult your financial representative
or the SAI to see if this may apply to you. Shareholders owning Class A shares
on December 24, 1998 are not subject to the sales charge. Because Class A has
lower expenses than Class T, if you invest $1 million or more in the fund you
should consider buying Class A shares.
- --------------------------------------------------------------------------------
Sales charges

<TABLE>
<CAPTION>

CLASS A AND CLASS T -- CHARGED WHEN YOU BUY SHARES

                                                     Sales charge                              Sales charge
                                                     deducted as a %                           as a % of your
Your investment                                      of offering price                         net investment
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Class                Class                Class                Class
                                                     A                    T                    A                    T
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>                  <C>                  <C>
Up to $49,999                                        5.75%                4.50%                6.10%                4.70%
$50,000 -- $99,999                                   4.50%                4.00%                4.70%                4.20%
$100,000 -- $249,999                                 3.50%                3.00%                3.60%                3.10%
$250,000 -- $499,999                                 2.50%                2.00%                2.60%                2.00%
$500,000 -- $999,999                                 2.00%                1.50%                2.00%                1.50%
$1 million or more*                                  0.00%                0.00%                0.00%                0.00%

* A 1.00% CDSC may be charged on any shares sold within one year of purchase
(except shares bought through dividend reinvestment).

Class T shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS B -- CHARGED WHEN YOU SELL SHARES

                                 CDSC as a % of your initial
Years since purchase             investment or your redemption
was made                         (whichever is less)
- --------------------------------------------------------------------------------
<S>                              <C>
Up to 2 years                    4.00%
2 -- 4 years                     3.00%
4 -- 5 years                     2.00%
5 -- 6 years                     1.00%
More than 6 years                Shares will automatically
                                 convert to Class A

Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------
</TABLE>

CLASS C -- CHARGED WHEN YOU SELL SHARES

A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES

Buying shares

THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange (NYSE) (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. The fund's investments are generally valued based on market
value or, where market quotations are not readily available, based on fair value
as determined in good faith by the fund's board.

ORDERS TO BUY AND SELL SHARES received by dealers by the close of trading on the
NYSE and transmitted to the distributor or its designee by the close of its
business day (normally 5:15 p.m. Eastern time) will be based on the NAV
determined as of the close of trading on the NYSE that day.
- --------------------------------------------------------------------------------

Minimum investments
                                   Initial            Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS                   $1,000             $100; $500 FOR
                                                      TELETRANSFER INVESTMENTS

TRADITIONAL IRAS                   $750               NO MINIMUM

SPOUSAL IRAS                       $750               NO MINIMUM

ROTH IRAS                          $750               NO MINIMUM

EDUCATION IRAS                     $500               NO MINIMUM
                                                      AFTER THE FIRST YEAR

DREYFUS AUTOMATIC                  $100               $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A and Class T shares are offered to the public at NAV plus a sales charge.
Classes B, C and R are offered at NAV, but Classes B and C generally are subject
to higher annual operating expenses and a CDSC.

Your Investment

<PAGE>

ACCOUNT POLICIES (CONTINUED)

Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME through your financial representative,
or you can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Any certificates representing fund shares being sold must be
returned with your redemption request. Your order will be processed promptly and
you will generally receive the proceeds within a week.

TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. There are certain instances
when you may qualify to have the CDSC waived. Consult your financial
representative or the SAI for details.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

     *    amounts of $10,000 or more on accounts whose address has been changed
          within the last 30 days

     *    requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.


General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

THE FUND RESERVES THE RIGHT TO:

     *    refuse any purchase or exchange request that could adversely affect
          the fund or its operations, including those from any individual or
          group who, in the fund's view, is likely to engage in excessive
          trading (usually defined as more than four exchanges out of the fund
          within a calendar year)

     *    refuse any purchase or exchange request in excess of 1% of the fund's
          total assets

     *    change or discontinue its exchange privilege, or temporarily suspend
          this privilege during unusual market conditions

     *    change its minimum investment amounts

     *    delay sending out redemption proceeds for up to seven days (generally
          applies only in cases of very large redemptions, excessive trading or
          during unusual market conditions)

The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).


Small account policies

To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.

If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 30 days, the fund may close your account and
send you the proceeds.

<PAGE>


DISTRIBUTIONS AND TAXES

THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income quarterly, and distributes any net capital gains it has realized once a
year. Each share class will generate a different dividend because each has
different expenses. Your distributions will be reinvested in the fund unless you
instruct the fund otherwise. There are no fees or sales charges on
reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE in the year received to most
investors (unless your investment is in an IRA or other tax-deferred account
where taxation may be deferred). The tax status of any distribution is the same
regardless of how long you have been in the fund and whether you reinvest your
distributions or take them in cash. In general, distributions are federally
taxable as follows:
- --------------------------------------------------------------------------------

Taxability of distributions

Type of                       Tax rate for          Tax rate for
distribution                  15% bracket           28% bracket or above
- --------------------------------------------------------------------------------

INCOME                        ORDINARY              ORDINARY
DIVIDENDS                     INCOME RATE           INCOME RATE

SHORT-TERM                    ORDINARY              ORDINARY
CAPITAL GAINS                 INCOME RATE           INCOME RATE

LONG-TERM
CAPITAL GAINS                 10%                   20%

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Taxes on transactions

Except for tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.

The table at left also can provide a guide for potential tax liability when
selling or exchanging fund shares. "Short-term capital gains" applies to fund
shares sold or exchanged up to 12 months after buying them. "Long-term capital
gains" applies to shares sold or exchanged after 12 months.

Your Investment

<PAGE>

SERVICES FOR FUND INVESTORS

THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------

For investing

DREYFUS AUTOMATIC               For making automatic investments
ASSET BUILDER((reg.tm))         from a designated bank account.

DREYFUS PAYROLL                 For making automatic investments
SAVINGS PLAN                    through a payroll deduction.

DREYFUS GOVERNMENT              For making automatic investments
DIRECT DEPOSIT                  from your federal employment,
PRIVILEGE                       Social Security or other regular
                                federal government check.

DREYFUS DIVIDEND                For automatically reinvesting the
SWEEP                           dividends and distributions from
                                the fund into another Dreyfus fund or certain
                                Founders-advised funds (not available for IRAs).
- --------------------------------------------------------------------------------

For exchanging shares

DREYFUS AUTO-                   For making regular exchanges from
EXCHANGE PRIVILEGE              the fund into another Dreyfus fund
                                or certain Founders-advised funds.
- --------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC               For making regular withdrawals
WITHDRAWAL PLAN                 from most Dreyfus funds. There will  be no CDSC
                                on Class B shares, as long as the amounts
                                withdrawn do not exceed 12% annually of the
                                account value at the time the shareholder elects
                                to participate in the plan.


Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund
or Founders-advised fund. You can request your exchange by contacting your
financial representative. Be sure to read the current prospectus for any fund
into which you are exchanging before investing. Any new account established
through an exchange will generally have the same privileges as your original
account (as long as they are available). There is currently no fee for
exchanges, although you may be charged a sales load when exchanging into any
fund that has a higher one.

TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.

Reinvestment privilege

UPON WRITTEN REQUEST YOU CAN REINVEST up to the number of Class A, Class B or
Class T shares you redeemed within 45 days of selling them at the current net
asset value without any sales charge. If you paid a CDSC, it will be credited
back to your account. This privilege may be used only once.

Account statements

EVERY FUND INVESTOR automatically receives regular account statements. You will
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.


<PAGE>

INSTRUCTIONS FOR REGULAR ACCOUNTS

   TO OPEN AN ACCOUNT

      In Writing

   Complete the application.

   Mail your application and a check to:
   Name of Fund
   P.O. Box 6587, Providence, RI 02940-6587
   Attn: Institutional Processing


      By Telephone

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

   * ABA# 021000018

   * DDA# 8900336692

   * the fund name

   * the share class

   * your Social Security or tax ID number

   * name(s) of investor(s)

   * dealer number if applicable

Call us to obtain an account number. Return your application with the account
number on the application.

       Automatically

WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.


TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing


WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900336692

* the fund name

* the share class

* your account number

* name(s) of investor(s)

* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.


ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.

TO SELL SHARES

Write a letter of instruction that includes:

* your name(s) and signature(s)

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

Obtain a signature guarantee or other  documentation, if required (see page 10)

Mail your request to:
The Dreyfus Family of Funds
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing

WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.

TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.

CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.

AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.

Be sure to maintain an account balance of $5,000 or more.

To open an account, make subsequent investments or to sell shares, please
contact your financial representative
or call toll free in the U.S. 1-800-554-4611.
Make checks payable to: THE DREYFUS FAMILY OF FUNDS.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment


<PAGE>

INSTRUCTIONS FOR IRAS

   TO OPEN AN ACCOUNT

            In Writing

   Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

   Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail in the slip and the check to: The Dreyfus Trust Company, Custodian P.O. Box
6427, Providence, RI 02940-6427 Attn: Institutional Processing

           By Telephone


WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900336692

* the fund name

* the share class * your account number

* name of investor

* the contribution year

* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

            Automatically

ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.

TO SELL SHARES

Write a letter of instruction that includes:

* your name and signature

* your account number and fund name

* the dollar amount you want to sell

* how and where to send the proceeds

* whether the distribution is qualified or premature

* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required (see page 10).

Mail in your request to:  The Dreyfus Trust Company P.O. Box 6427, Providence,
RI 02940-6427 Attn: Institutional Processing


SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN.


<PAGE>
[Application p1]
<PAGE>

[Application p2]
<PAGE>


NOTES

<PAGE>


For More Information

Dreyfus Premier Real Estate Mortgage Fund
a series of Dreyfus Debt and Equity Funds
- --------------------------------------
SEC file number:  811-4748

More information on this fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends and
fund strategies that significantly affected the fund's performance during the
last fiscal year.

Statement of Additional Information (SAI)

Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (and is legally considered part of this prospectus).

To obtain information:

BY TELEPHONE Call your financial representative or 1-800-554-4611

BY MAIL  Write to:  The Dreyfus Premier Family of Funds 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144

ON THE INTERNET  Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

(c) 2000 Dreyfus Service Corporation
045P0300

<PAGE>


DREYFUS PREMIER
HIGH YIELD DEBT
PLUS EQUITY FUND

Investing in high yield fixed-income securities, and
in common stocks, for maximum total return

PROSPECTUS March 1, 2000

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.



<PAGE>

The Fund

Dreyfus Premier High Yield Debt Plus Equity Fund
                             --------------------
                              Ticker Symbols: N/A

                                        Contents

The Fund
- --------------------------------------------------------------------------------

Goal/Approach                                                  INSIDE COVER

Main Risks                                                                1

Past Performance                                                          2

Expenses                                                                  3

Management                                                                4

Financial Highlights                                                      5

Your Investment
- --------------------------------------------------------------------------------
Account Policies                                                          7

Distributions and Taxes                                                   9

Services for Fund Investors                                              10

Instructions for Regular Accounts                                        11

Instructions for IRAs                                                    12

For More Information
- --------------------------------------------------------------------------------

INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

The Fund


GOAL/APPROACH

The fund seeks to maximize total return, consisting of capital appreciation and
current income. To pursue this goal, the fund invests primarily in "high yield"
bonds ("junk bonds"). The fund's portfolio typically includes corporate bonds
and notes, mortgage-related and asset-backed securities, zero coupon securities,
convertible securities, and preferred stocks. The fund also will invest in
common stocks, emphasising the stocks of companies that issue high yield bonds.
Mainly, these will be "micro-cap" and "small-cap" stocks.

The proportion of fund assets invested in bonds and stocks will vary depending
on market conditions, but typically at least 50% of the fund's portfolio will be
invested in high yield fixed-income securities. The fund will focus primarily on
U.S. securities, but may invest some of its assets in foreign bonds and stocks,
including those of issuers in the emerging markets.

The portfolio managers conduct extensive research into the credit history and
current financial strength of high yield bond issuers. The managers also examine
the long-term outlook for the sector in which an issuer operates, seeking
companies and industries that they believe may benefit from positive long-term
trends, and that they believe have the financial strength to pay off high yield
debt in a timely fashion. The managers focus particularly on "undervalued"
fixed-income issues, purchased at a discount, where a "trigger event" may
increase their value. The managers emphasize stocks with growth potential, based
on factors similar to those considered when purchasing undervalued high yield
bonds.

Concepts to understand

HIGH YIELD BONDS: those rated at the time of purchase BB or Ba and below by
credit rating agencies such as Standard & Poor's or Moody's or the unrated
equivalent as determined by Dreyfus. Because their issuers may be at an early
stage of development or may have been unable to repay their debts in the past,
these bonds typically must offer higher yields than investment grade securities
to compensate investors for their greater credit risk.

<PAGE>

MAIN RISKS

High yield bonds involve greater credit risk than investment grade bonds. They
tend to be more volatile in price and less liquid and are considered
speculative. As with common stocks, the prices of high yield bonds can fall in
response to bad news about the issuer or its industry or the economy in general.
The fund's share price could also be hurt if it holds bonds of issuers that
default on payments of principal or interest, or there is a decline in the
credit quality of a bond, or perception of a decline. The value of your
investment in the fund could go up and down, sometimes dramatically, and you
could lose money.

Stocks will fluctuate in price. Small company stocks generally have more
volatile share prices than those of larger, more established companies, because
they have less predictable earnings and their securities can be less liquid. The
fund typically invests in the stock of small companies in troubled or uncertain
financial condition, such as companies which have no earnings or which have
experienced losses, or in companies which have a highly leveraged capital
structure. The stock of such companies can decline sharply in price,
particularly when a downturn in the economy occurs.

If the high yield market becomes "illiquid," typically when there are many more
sellers than buyers for the securities, the value of such securities, and the
fund's share price, may fall dramatically. Also, during unusual market
conditions, the fund may not be able to sell certain securities at the time and
price it would like.

The fund may invest in the fixed-income securities and the common stock of the
same issuer simultaneously, or may alternate between the two. While this gives
the managers broader ability to invest in companies where they perceive the best
risk/reward conditions to exist, it can enhance the fund's volatility relative
to other funds that invest exclusively in high yield bonds.

Any foreign securities the fund may own involve special risks, such as exposure
to currency fluctuations, economic and political instability, and potentially
less liquidity.

Other potential risks

The fund, at times, may invest in derivative securities, such as options and
futures, and in foreign currencies. It also may sell short, which involves
selling a security it does not own in anticipation that the security's price
will go down. When employed, these practices are used primarily to hedge the
fund's portfolio, but may be used to increase returns; however, such practices
may lower returns or increase volatility. Derivatives can be illiquid, and a
small investment in certain derivatives could have a potentially large impact on
the fund's performance.

At times, the fund may engage in short-term trading. This could increase the
fund's transaction costs and taxable distributions, lowering its after-tax
performance accordingly.

The fund may buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the fund's gains or losses.

The fund is non-diversified and may invest a greater percentage of its assets in
a particular company compared with other funds. Accordingly, the fund's
portfolio and its performance may be more sensitive to changes in the market
value of a single company or industry.

The Fund

<PAGE>

PAST PERFORMANCE

The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's Class A performance for its first full
calendar year of operations. The performance figures do not reflect sales loads,
and would be lower if they did. The second table compares the fund's performance
over time to that of the Merrill Lynch High Yield Master II Index, a widely
recognized, unmanaged index of high yield bond performance. These returns
include applicable sales loads. Both tables assume reinvestment of dividends. Of
course, past performance is no guarantee of future results.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

CLASS A SHARES

                                                                       32.84

90      91        92     93      94       95      96    97      98      99


BEST QUARTER:                    Q2 '99              +16.82%

WORST QUARTER:                   Q3 '99               -1.22%
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                Since
                           Inception date       1 Year         inception
- --------------------------------------------------------------------------------

CLASS A                       (6/29/98)         25.17%         10.57%

CLASS B                       (6/29/98)         27.89%         11.67%

CLASS C                       (6/29/98)         30.90%         14.12%

CLASS T                       (6/29/98)         26.55%         11.24%

MERRILL LYNCH
HIGH YIELD
MASTER II INDEX                                  2.51%          0.61%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 6/29/98 IS USED AS THE
BEGINNING VALUE ON 6/30/98.

What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.


<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.

Fee table
<TABLE>
<CAPTION>

                                                                           CLASS A         CLASS B        CLASS C        CLASS T
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>            <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)
Maximum front-end sales charge on purchases
AS A % OF OFFERING PRICE                                                      5.75           NONE           NONE           4.50

Maximum contingent deferred sales charge (CDSC)
AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS                           NONE*          4.00           1.00           NONE*
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)
% OF AVERAGE DAILY NET ASSETS

Management fees                                                                .75            .75            .75            .75

Rule 12b-1 fee                                                                NONE            .75            .75            .25

Shareholder services fee                                                       .25            .25            .25            .25

Other expenses                                                                1.26           1.26           1.26           1.26
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES                                          2.26           3.01           3.01           2.51
Fee waiver and/or expense reimbursements                                     (1.26)         (1.26)         (1.26)         (1.26)
- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING EXPENSES**                                                      1.00           1.75           1.75           1.25

* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1
MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE YEAR.

** THE DREYFUS CORPORATION HAS AGREED, UNTIL OCTOBER 31, 2000, TO WAIVE RECEIPT
OF ITS FEES AND/OR ASSUME THE EXPENSES OF THE FUND SO THAT FUND EXPENSES,
EXCLUDING RULE 12B-1 FEES, SHAREHOLDER SERVICES FEE, TAXES, BROKERAGE
COMMISSIONS, EXTRAORDINARY EXPENSES, INTEREST EXPENSES, AND COMMITMENT FEES ON
OFFERINGS, DO NOT EXCEED 0.75%.

</TABLE>

Expense example

                               1 Year       3 Years     5 Years     10 Years
- --------------------------------------------------------------------------------

CLASS A                        $671        $1,126       $1,613      $3,010

CLASS B
WITH REDEMPTION                $578        $1,112       $1,680      $2,958***
WITHOUT REDEMPTION             $178        $  812       $1,480      $2,958***

CLASS C
WITH REDEMPTION                $278        $  812       $1,480      $3,348
WITHOUT REDEMPTION             $178        $  812       $1,480      $3,348

CLASS T                        $572        $1,081       $1,624      $3,168

***  Assumes conversion of Class B to Class A at the end of the sixth year
     following the date of purchase.

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only. The
one-year number is based on net operating expenses. The longer-term numbers are
based on total fund operating expenses.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.

RULE 12B-1 FEE: the fee paid to the fund's distributor to finance the sale and
distribution of Class B, Class C and Class T shares. Because this fee is paid
out of the fund's assets on an ongoing basis, over time it will increase the
cost of your investment and may cost you more than paying other types of sales
charges.

SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for providing
shareholder services.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

The Fund

<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $127
billion in over 160 mutual fund portfolios. For the past fiscal year, the fund
paid Dreyfus a management fee at the annual rate of 0.50% of the fund's average
daily net assets. Dreyfus is the primary mutual fund business of Mellon
Financial Corporation, a global financial services company with approximately
$2.5 trillion of assets under management, administration or custody, including
approximately $450 billion under management. Mellon provides wealth management,
global investment services and a comprehensive array of banking services for
individuals, businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.

The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.

The fund's primary portfolio managers are Roger King and John Koerber. Each has
managed the fund since its inception. Mr. King has been employed by Dreyfus
since February 1996. Previously, Mr. King was a vice president and then director
of high yield research and most recently, director of high yield research at
Citibank Securities, Inc. Mr. Koerber has been employed by Dreyfus since May
1996. Previously, he was a securities analyst at R.D. Smith and a vice president
at Smith Barney.

Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus has taken steps to avoid year 2000-related problems in its systems and
to monitor the readiness of other service providers. In addition, issuers of
securities in which the fund invests may be adversely affected by year
2000-related problems. This could have an impact on the value of the fund's
investments and its share price.


<PAGE>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.

<TABLE>
<CAPTION>

                                                                                                         YEAR ENDED OCTOBER 31,
CLASS A                                                                                                   1999          1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)

<S>                                                                                                      <C>           <C>
Net asset value, beginning of period                                                                     10.27         12.50

 Investment operations:  Investment income (loss) -- net                                                  1.65           .27
                         Net realized and unrealized gain (loss) on investments                           2.59         (2.31)

 Total from investment operations                                                                         4.24         (2.04)

 Distributions:          Dividends from investment income -- net                                         (1.74)         (.19)

 Net asset value, end of period                                                                          12.77         10.27

 Total return (%)(2)                                                                                     42.76        (16.38)(3)
- ---------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.00          1.00(4)

Ratio of net investment income to average net assets (%)                                                 12.71          7.07(4)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  1.26          2.26(4)


Portfolio turnover rate (%)                                                                             135.77         42.54(3)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                   3,643          3,364

(1)  FROM JUNE 29, 1998 (COMMENCEMENT OF OPERATIONS) THROUGH OCTOBER 31, 1998.

(2)  EXCLUSIVE OF SALES CHARGE.     (3) NOT ANNUALIZED.     (4) ANNUALIZED.

                                                                                                         YEAR ENDED OCTOBER 31,
CLASS B                                                                                                   1999          1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S>                                                                                                      <C>           <C>
Net asset value, beginning of period                                                                     10.26         12.50

 Investment operations:  Investment income (loss) -- net                                                  1.47           .24

                         Net realized and unrealized gain (loss) on investments                           2.69         (2.32)

 Total from investment operations                                                                         4.16         (2.08)

 Distributions:          Dividends from investment income -- net                                        (1.63)          (.16)

 Net asset value, end of period                                                                          12.79         10.26

 Total return (%)(2)                                                                                     41.82        (16.64)(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.75          1.75(4)

Ratio of net investment income to average net assets (%)                                                 11.63          6.32(4)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  1.26          2.26(4)


Portfolio turnover rate (%)                                                                             135.77         42.54(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                    5,199         3,503

(1)  FROM JUNE 29, 1998 (COMMENCEMENT OF OPERATIONS) THROUGH OCTOBER 31, 1998.

(2)  EXCLUSIVE OF SALES CHARGE.     (3) NOT ANNUALIZED.     (4) ANNUALIZED.
</TABLE>

The Fund

<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                                         YEAR ENDED OCTOBER 31,
CLASS C                                                                                                   1999          1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                                      <C>           <C>
Net asset value, beginning of period                                                                     10.25         12.50

 Investment operations:  Investment income (loss) -- net                                                  1.48           .25

                         Net realized and unrealized gain (loss) on investments                           2.67         (2.33)

 Total from investment operations                                                                         4.15         (2.08)

 Distributions:          Dividends from investment income -- net                                        (1.63)          (.17)

 Net asset value, end of period                                                                          12.77         10.25

 Total return (%)(2)                                                                                     41.70        (16.64)(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.75          1.75(4)

Ratio of net investment income to average net assets (%)                                                 11.56          6.29(4)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  1.26          2.26(4)


Portfolio turnover rate (%)                                                                             135.77         42.54(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                    1,269           844

(1)  FROM JUNE 29, 1998 (COMMENCEMENT OF OPERATIONS) THROUGH OCTOBER 31, 1998.

(2)  EXCLUSIVE OF SALES CHARGE.     (3) NOT ANNUALIZED.     (4) ANNUALIZED.

                                                                                                         YEAR ENDED OCTOBER 31,
CLASS T                                                                                                   1999          1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S>                                                                                                      <C>           <C>
Net asset value, beginning of period                                                                     10.26         12.50

 Investment operations:  Investment income (loss) -- net                                                  1.63           .26

                         Net realized and unrealized gain (loss) on investments                           2.59         (2.32)

 Total from investment operations                                                                         4.22         (2.06)

 Distributions:          Dividends from investment income -- net                                        (1.70)          (.18)

 Net asset value, end of period                                                                          12.78         10.26

 Total return (%)(2)                                                                                     42.40        (16.44)(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.25          1.25(4)

Ratio of net investment income to average net assets (%)                                                 12.49          6.82(4)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  1.26          2.26(4)


Portfolio turnover rate (%)                                                                             135.77         42.54(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                      862           835

(1)  FROM JUNE 29, 1998 (COMMENCEMENT OF OPERATIONS) THROUGH OCTOBER 31, 1998.

(2)  EXCLUSIVE OF SALES CHARGE.     (3) NOT ANNUALIZED.     (4) ANNUALIZED.
</TABLE>

<PAGE>
Your Investment

ACCOUNT POLICIES

THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from those
described here.

YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees and a CDSC.

* CLASS A shares may be appropriate for investors who prefer to pay the fund's
sales charge up front rather than upon the sale of their shares, want to take
advantage of the reduced sales charges available on larger investments and/or
have a longer-term investment horizon.

* CLASS B shares may be appropriate for investors who wish to avoid a front-end
sales charge, put 100% of their investment dollars to work immediately and/or
have a longer-term investment horizon

* CLASS C shares may be appropriate for investors who wish to avoid a front-end
sales charge, put 100% of their investment dollars to work immediately and/or
have a shorter-term investment horizon

* CLASS T shares may be appropriate for investors who prefer to pay the fund's
sales charge up front rather than upon the sale of their shares, want to take
advantage of the reduced sales charges available on larger investments and have
a shorter-term investment horizon.

Your financial representative can help you choose the share class that is
appropriate for you.

Reduced Class A and Class T sales charge

LETTER OF INTENT: lets you purchase Class A and Class T shares over a 13-month
period and receive the same sales charge as if all shares had been purchased at
once.

RIGHT OF ACCUMULATION: lets you add the value of any shares you own in this
fund, any other Dreyfus Premier fund, or any other fund that is advised by
Founders Asset Management LLC ("Founders"), an affiliate of Dreyfus, sold with a
sales load, to the amount of your next Class A or Class T investment for
purposes of calculating the sales charges.

CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.

Share class charges

EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Consult your financial representative
or the SAI to see if this may apply to you. Because Class A has lower expenses
than Class T, if you invest $1 million or more in the fund you should consider
buying Class A shares.
- --------------------------------------------------------------------------------

Sales charges

CLASS A AND CLASS T -- CHARGED WHEN YOU BUY SHARES

                               Sales charge                 Sales charge
                               deducted as a %              as a % of your
Your investment                of offering price            net investment
- --------------------------------------------------------------------------------

                               Class          Class         Class         Class
                               A              T             A             T
- --------------------------------------------------------------------------------

Up to $49,999                  5.75%          4.50%         6.10%         4.70%

$50,000 -- $99,999             4.50%          4.00%         4.70%         4.20%

$100,000 -- $249,999           3.50%          3.00%         3.60%         3.10%

$250,000 -- $499,999           2.50%          2.00%         2.60%         2.00%

$500,000 -- $999,999           2.00%          1.50%         2.00%         1.50%

$1 million or more*            0.00%          0.00%         0.00%         0.00%

* A 1.00% CDSC may be charged on any shares sold within one year of purchase
(except shares bought through dividend reinvestment).

Class T shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS B -- CHARGED WHEN YOU SELL SHARES

                                 CDSC as a % of your initial
Years since purchase             investment or your redemption
was made                         (whichever is less)
- --------------------------------------------------------------------------------

Up to 2 years                    4.00%

2 -- 4 years                     3.00%

4 -- 5 years                     2.00%

5 -- 6 years                     1.00%

More than 6 years                Shares will automatically
                                 convert to Class A

Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS C -- CHARGED WHEN YOU SELL SHARES

A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.

Your Investment

<PAGE>

ACCOUNT POLICIES (CONTINUED)

Buying shares

THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange (NYSE) (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the NAV next
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. The fund's investments are valued based on market value or,
where market quotations are not readily available, based on fair value as
determined in good faith by the fund's board.

ORDERS TO BUY AND SELL SHARES received by dealers by the close of trading on the
NYSE and transmitted to the distributor or its designee by the close of its
business day (normally 5:15 p.m. Eastern time) will be based on the NAV
determined as of the close of trading on the NYSE that day.
- --------------------------------------------------------------------------------

Minimum investments

                                   Initial            Additional
- --------------------------------------------------------------------------------

REGULAR ACCOUNTS                   $1,000             $100; $500 FOR
                                                      TELETRANSFER INVESTMENTS

TRADITIONAL IRAS                   $750               NO MINIMUM

SPOUSAL IRAS                       $750               NO MINIMUM

ROTH IRAS                          $750               NO MINIMUM

EDUCATION IRAS                     $500               NO MINIMUM
                                                      AFTER THE FIRST YEAR

DREYFUS AUTOMATIC                  $100               $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.


Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A and Class T shares are offered to the public at NAV plus a sales charge.
Classes B and C are offered at NAV, but generally are subject to higher annual
operating expenses and a CDSC.


Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME through your financial representative,
or you can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Any certificates representing fund shares being sold must be
returned with your redemption request. Your order will be processed promptly and
you will generally receive the proceeds within a week.

TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. There are certain instances
when you may qualify to have the CDSC waived. Consult your financial
representative or the SAI for details.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

*    amounts of $10,000 or more on accounts whose address has been changed
     within the last 30 days

*    requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.

<PAGE>

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

THE FUND RESERVES THE RIGHT TO:

*    refuse any purchase or exchange request that could adversely affect the
     fund or its operations, including those from any individual or group who,
     in the fund's view, is likely to engage in excessive trading (usually
     defined as more than four exchanges out of the fund within a calendar year)

*    refuse any purchase or exchange request in excess of 1% of the fund's total
     assets

*    change or discontinue its exchange privilege, or temporarily suspend this
     privilege during unusual market conditions

*    change its minimum investment amounts

*    delay sending out redemption proceeds for up to seven days (generally
     applies only in cases of very large redemptions, excessive trading or
     during unusual market conditions)

The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).


Small account policies

To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.

If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 30 days, the fund may close your account and
send you the proceeds.


DISTRIBUTIONS AND TAXES

THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income on a quarterly basis, and distributes any net capital gains it has
realized once a year. Each share class will generate a different dividend
because each has different expenses. Your distributions will be reinvested in
the fund unless you instruct the fund otherwise. There are no fees or sales
charges on reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE in the year received to most
investors (unless your investment is in an IRA or other tax-deferred account
where taxation may be deferred). The tax status of any distribution is the same
regardless of how long you have been in the fund and whether you reinvest your
distributions or take them in cash. In general, distributions are federally
taxable as follows:
- --------------------------------------------------------------------------------

Taxability of distributions

Type of                       Tax rate for          Tax rate for
distribution                  15% bracket           28% bracket or above
- --------------------------------------------------------------------------------

INCOME                        ORDINARY              ORDINARY
DIVIDENDS                     INCOME RATE           INCOME RATE

SHORT-TERM                    ORDINARY              ORDINARY
CAPITAL GAINS                 INCOME RATE           INCOME RATE

LONG-TERM
CAPITAL GAINS                 10%                   20%

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.


Taxes on transactions

Except for tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.

The table above also can provide a guide for potential tax liability when
selling or exchanging fund shares. "Short-term capital gains" applies to fund
shares sold or exchanged up to 12 months after buying them. "Long-term capital
gains" applies to shares sold or exchanged after 12 months.

Your Investment

<PAGE>

SERVICES FOR FUND INVESTORS

THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------

For investing

DREYFUS AUTOMATIC                       For making automatic investments from
ASSET BUILDER((reg.tm))                 a designated bank account.

DREYFUS PAYROLL                         For making automatic investments
SAVINGS PLAN                            through a payroll deduction.

DREYFUS GOVERNMENT                      For making automatic investments
DIRECT DEPOSIT                          from your federal employment,
PRIVILEGE                               Social Security or other regular
                                        federal government check.

DREYFUS DIVIDEND                        For automatically reinvesting the
SWEEP                                   dividends and distributions from
                                        the fund into another Dreyfus fund or
                                        certain Founders-advised funds (not
                                        available for IRAs).
- --------------------------------------------------------------------------------

For exchanging shares

DREYFUS AUTO-                           For making regular exchanges from
EXCHANGE PRIVILEGE                      the fund into another Dreyfus fund
                                        or certain Founders-advised funds.
- --------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC                       For making regular withdrawals from
WITHDRAWAL PLAN                         most Dreyfus funds. There will be no
                                        CDSC on Class B shares, as long as the
                                        amounts withdrawn do not exceed 12%
                                        annually of the account value at the
                                        time the shareholder elects to
                                        participate in the plan.


Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund
or Founders-advised fund. (Or, you can exchange Class T shares for Class A
shares of certain Dreyfus Premier fixed-income funds that do not offer Class T
shares.) You can request your exchange by contacting your financial
representative. Be sure to read the current prospectus for any fund into which
you are exchanging before investing. Any new account established through an
exchange will generally have the same privileges as your original account (as
long as they are available). There is currently no fee for exchanges, although
you may be charged a sales load when exchanging into any fund that has a higher
one.

TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.

Reinvestment privilege

UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A, Class B or
Class T shares you redeemed within 45 days of selling them at the current share
price without any sales charge. If you paid a CDSC, it will be credited back to
your account. This privilege may be used only once.

Account statements

EVERY FUND INVESTOR automatically receives regular account statements. You will
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

<PAGE>

INSTRUCTIONS FOR REGULAR ACCOUNTS

   TO OPEN AN ACCOUNT

            In Writing

   Complete the application.

   Mail your application and a check to:
   Name of Fund
   P.O. Box 6587, Providence, RI 02940-6587
   Attn: Institutional Processing

           By Telephone

   WIRE  Have your bank send your
investment to The Bank of New York, with these instructions:

   * ABA# 021000018
   * DDA# 8900337567
   * the fund name
   * the share class
   * your Social Security or tax ID number
   * name(s) of investor(s)
   * dealer number if applicable

   Call us to obtain an account number.
   Return your application with the account
   number on the application.


           Automatically

   WITH AN INITIAL INVESTMENT  Indicate
on your application which automatic service(s) you want. Return your application
with your investment.


TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to:
Name of Fund P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing


WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018
* DDA# 8900337567
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.

ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.

TO SELL SHARES

Write a letter of instruction that includes:

* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other documentation, if required (see page 8).

Mail your request to:
The Dreyfus Family of Funds
P.O. Box 6587, Providence, RI
02940-6587 Attn: Institutional Processing

WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.

TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.

CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.

AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.

Be sure to maintain an account balance of $5,000 or more.

To open an account, make subsequent investments or to sell shares, please
contact your financial representative  or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment

<PAGE>

INSTRUCTIONS FOR IRAS

   TO OPEN AN ACCOUNT

            In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing

By Telephone

________

Automatically

________

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail in the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018
* DDA# 8900337567
* the fund name
* the share class
* your account number
* name of investor
* the contribution year
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.

ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.

TO SELL SHARES

Write a letter of instruction that includes:

* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required (see page 8).

Mail in your request to:
The Dreyfus Trust Company
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing


SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN.

<PAGE>

[Application p1]
<PAGE>

[Application p2]

<PAGE>

NOTES

<PAGE>


NOTES

<PAGE>


NOTES

<PAGE>


For More Information

Dreyfus Premier High Yield Debt Plus Equity Fund

A series of Dreyfus Debt and Equity Funds
- --------------------------------------

SEC file number:  811-4748

More information on this fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends and
fund strategies that significantly affected the fund's performance during the
last fiscal year.

Statement of Additional Information (SAI)

Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).

To obtain information:

BY TELEPHONE
Call your financial representative or 1-800-554-4611

BY MAIL  Write to:
The Dreyfus Premier Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

ON THE INTERNET  Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

(c) 2000 Dreyfus Service Corporation
046P0300

<PAGE>


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


- --------------------------------------------------------------------------------
                          DREYFUS DEBT AND EQUITY FUNDS


                         DREYFUS PREMIER CORE BOND FUND
                 (Class A, Class B, Class C and Class R Shares)
                           DREYFUS EQUITY INCOME FUND
                   DREYFUS PREMIER HIGH YIELD SECURITIES FUND
                 (Class A, Class B, Class C and Class T Shares)
                DREYFUS PREMIER HIGH YIELD DEBT PLUS EQUITY FUND
                 (Class A, Class B, Class C and Class T Shares)
                    DREYFUS PREMIER REAL ESTATE MORTGAGE FUND
             (Class A, Class B, Class C, Class R and Class T Shares)
                       DREYFUS SHORT TERM HIGH YIELD FUND


                       STATEMENT OF ADDITIONAL INFORMATION
                                  MARCH 1, 2000
- --------------------------------------------------------------------------------


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


     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Premier Core Bond Fund, Dreyfus Equity Income Fund, Dreyfus Premier High
Yield Securities Fund, Dreyfus Premier High Yield Debt Plus Equity Fund, Dreyfus
Premier Real Estate Mortgage Fund and Dreyfus Short Term High Yield Fund, each
dated March 1, 2000 (each, a "Fund," and collectively, the "Funds") of Dreyfus
Debt and Equity Funds (the "Company"), as each may be revised from time to time.
To obtain a copy of the Prospectus of Dreyfus Equity Income Fund or Dreyfus
Short Term High Yield Fund, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call toll free 1-800-645-6561. In
New York City, call 1-718-895-1206; and outside the U.S. call 516-794-5452.
Also, you can call your financial adviser.

     For a copy of the Prospectus of Dreyfus Premier Core Bond Fund, Dreyfus
Premier High Yield Debt Plus Equity Fund, Dreyfus Premier High Yield Securities
Fund or Dreyfus Premier Real Estate Mortgage Fund (collectively, the "Dreyfus
Premier Funds"), please call your financial adviser, or you can write to the
address above, or call 1-800-554-4611.

     The most recent Annual Report and Semi-Annual Report to Shareholders for
each Fund are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information.


<PAGE>
                                TABLE OF CONTENTS
                                                                        PAGE

Description of the Company and Funds......................................B-3
Management of the Company................................................B-31
Management Arrangements..................................................B-36
How to Buy Shares........................................................B-40
Distribution Plan and Shareholder Services Plan..........................B-50
How to Redeem Shares.....................................................B-51
Shareholder Services.....................................................B-56
Determination of Net Asset Value.........................................B-61
Dividends, Distributions and Taxes.......................................B-62
Portfolio Transactions...................................................B-65
Performance Information..................................................B-67
Information About the Company and Funds..................................B-71
Counsel and Independent Auditors.........................................B-73
Appendix.................................................................B-74

<PAGE>
                      DESCRIPTION OF THE COMPANY AND FUNDS


     The Company is a Massachusetts business trust that commenced operations on
October 1, 1986. Each Fund is a separate portfolio of the Company, an open-end
management investment company, known as a mutual fund. Each of Dreyfus Premier
Core Bond Fund, Dreyfus Equity Income Fund, Dreyfus Premier High Yield
Securities Fund and Dreyfus Short Term High Yield Fund is a diversified fund,
which means that, with respect to 75% of the Fund's total assets, the Fund will
not invest more than 5% of its assets in the securities of any single issuer nor
hold more than 10% of the outstanding voting securities of any single issuer.
Each of Dreyfus Premier High Yield Debt Plus Equity Fund and Dreyfus Premier
Real Estate Mortgage Fund is a non-diversified fund, which 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 Investment Company Act of 1940, as amended
(the "1940 Act").


     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.

CERTAIN PORTFOLIO SECURITIES

     The following information supplements and should be read in conjunction
with each Fund's Prospectus.

     CORPORATE DEBT SECURITIES. (All Funds) Corporate debt securities include
corporate bonds, debentures, notes and other similar instruments, including
certain convertible securities. Debt securities may be acquired with warrants
attached. Corporate income-producing securities also may include forms of
preferred or preference stock. The rate of interest on a corporate debt security
may be fixed, floating or variable, and may vary inversely with respect to a
reference rate. The rate of return or return of principal on some debt
obligations may be linked or indexed to the level of exchange rates between the
U.S. dollar and a foreign currency or currencies.

     CONVERTIBLE SECURITIES. (All Funds) Convertible securities may be converted
at either a stated price or stated rate into underlying shares of common stock.
Convertible securities have characteristics similar to both fixed-income and
equity securities. Convertible securities generally are subordinated to other
similar but non-convertible securities of the same issuer, although convertible
bonds, as corporate debt obligations, enjoy seniority in right of payment to all
equity securities, and convertible preferred stock is senior to common stock of
the same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.

     Although to a lesser extent than with fixed-income securities, the market
value of convertible securities tends to decline as interest rates increase and,
conversely, tends to increase as interest rates decline. In addition, because of
the conversion feature, the market value of convertible securities tends to vary
with fluctuations in the market value of the underlying common stock. A unique
feature of convertible securities is that as the market price of the underlying
common stock declines, convertible securities tend to trade increasingly on a
yield basis, and so may not experience market value declines to the same extent
as the underlying common stock. When the market price of the underlying common
stock increases, the prices of the convertible securities tend to rise as a
reflection of the value of the underlying common stock. While no securities
investments are without risk, investments in convertible securities generally
entail less risk than investments in common stock of the same issuer.

     Convertible securities provide for a stable stream of income with generally
higher yields than common stocks, but there can be no assurance of current
income because the issuers of the convertible securities may default on their
obligations. A convertible security, in addition to providing fixed income,
offers the potential for capital appreciation through the conversion feature,
which enables the holder to benefit from increases in the market price of the
underlying common stock. There can be no assurance of capital appreciation,
however, because securities prices fluctuate. Convertible securities generally
offer lower interest or dividend yields than non-convertible securities of
similar quality because of the potential for capital appreciation.

     WARRANTS. (All Funds, except Dreyfus Premier Real Estate Mortgage Fund) A
warrant is an instrument issued by a corporation which gives the holder the
right to subscribe to a specified amount of the corporation's capital stock at a
set price for a specified period of time. A Fund may invest up to 5% of its net
assets in warrants, except that this limitation does not apply to warrants
purchased by the Fund that are sold in units with, or attached to, other
securities.

     COMMON STOCK. (All Funds) From time to time, a Fund may hold common stock
sold in units with, or attached to, debt securities purchased by the Fund. A
Fund also may hold common stock received upon the conversion of convertible
securities. Dreyfus Premier Real Estate Mortgage Fund may invest directly in the
common stocks of issuers that primarily invest or deal in real estate. Dreyfus
Premier High Yield Debt Plus Equity Fund and Dreyfus Equity Dividend Fund are
not restricted in the kinds of common stock each may purchase.

     PARTICIPATION INTERESTS. (All Funds, except Dreyfus Equity Income Fund)
Each of these Funds may invest in short-term corporate obligations denominated
in U.S. and foreign currencies that are originated, negotiated and structured by
a syndicate of lenders ("Co-Lenders"), consisting of commercial banks, thrift
institutions, insurance companies, financial companies or other financial
institutions one or more of which administers the security on behalf of the
syndicate (the "Agent Bank"). Co-Lenders may sell such securities to third
parties called "Participants." The Fund may invest in such securities either by
participating as a Co-Lender at origination or by acquiring an interest in the
security from a Co-Lender or a Participant (collectively, "participation
interests"). Co-Lenders and Participants interposed between the Fund and the
corporate borrower (the "Borrower"), together with Agent Banks, are referred
herein as "Intermediate Participants."

     The Fund also may purchase a participation interest in a portion of the
rights of an Intermediate Participant, which would not establish any direct
relationship between the Fund and the Borrower. A participation interest gives
the Fund an undivided interest in the security in the proportion that the Fund's
participation interest bears to the total principal amount of the security.
These instruments may have fixed, floating or variable rates of interest. The
Fund would be required to rely on the Intermediate Participant that sold the
participation interest not only for the enforcement of the Fund's rights against
the Borrower but also for the receipt and processing of payments due to the Fund
under the security. Because it may be necessary to assert through an
Intermediate Participant such rights as may exist against the Borrower, in the
event the Borrower fails to pay principal and interest when due, the Fund may be
subject to delays, expenses and risks that are greater than those that would be
involved if the Fund would enforce its rights directly against the Borrower.
Moreover, under the terms of a participation interest, the Fund may be regarded
as a creditor of the Intermediate Participant (rather than of the Borrower), so
that the Fund may also be subject to the risk that the Intermediate Participant
may become insolvent. Similar risks may arise with respect to the Agent Bank if,
for example, assets held by the Agent Bank for the benefit of the Fund were
determined by the appropriate regulatory authority or court to be subject to the
claims of the Agent Bank's creditors. In such case, the Fund might incur certain
costs and delays in realizing payment in connection with the participation
interest or suffer a loss of principal and/or interest. Further, in the event of
the bankruptcy or insolvency of the Borrower, the obligation of the Borrower to
repay the loan may be subject to certain defenses that can be asserted by such
Borrower as a result of improper conduct by the Agent Bank or Intermediate
Participant.


     MUNICIPAL OBLIGATIONS. (All Funds, except Dreyfus Equity Income Fund and
Dreyfus Premier Real Estate Mortgage Fund) Municipal obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which, in the opinion of bond counsel to the issuer, is exempt from Federal
income tax. Municipal obligations generally include debt obligations issued to
obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
obligations are classified as general obligation bonds, revenue bonds and notes.
General obligation bonds are secured by the issuer's pledge of its faith, credit
and taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Industrial
development bonds, in most cases, are revenue bonds that do not carry the pledge
of the credit of the issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are short-term
instruments which are obligations of the issuing municipalities or agencies and
are sold in anticipation of a bond sale, collection of taxes or receipt of other
revenues. Municipal obligations include municipal lease/purchase agreements
which are similar to installment purchase contracts for property or equipment
issued by municipalities. Municipal obligations bear fixed, floating or variable
rates of interest, which are determined in some instances by formulas under
which the municipal obligation's interest rate will change directly or inversely
to changes in interest rates or an index, or multiples thereof, in many cases
subject to a maximum and minimum. Certain municipal obligations are subject to
redemption at a date earlier than their stated maturity pursuant to call
options, which may be separated from the related municipal obligation and
purchased and sold separately. The Fund also may acquire call options on
specific municipal obligations. The Fund generally would purchase these call
options to protect the Fund from the issuer of the related municipal obligation
redeeming, or other holder of the call option from calling away, the municipal
obligation before maturity.

     While, in general, municipal obligations are tax exempt securities having
relatively low yields as compared to taxable, non-municipal obligations of
similar quality, certain municipal obligations are taxable obligations, offering
yields comparable to, and in some cases greater than, the yields available on
other permissible Fund investments. Dividends received by shareholders on Fund
shares which are attributable to interest income received by the Fund from
municipal obligations generally will be subject to Federal income tax. The Fund
may invest in municipal obligations, the ratings of which correspond with the
ratings of other permissible Fund investments. The Fund currently intends to
invest no more than 25% of its assets in municipal obligations. However, this
percentage may be varied from time to time without shareholder approval.


     VARIABLE AND FLOATING RATE SECURITIES. (All Funds) Variable and floating
rate securities provide for a periodic adjustment in the interest rate paid on
the obligations. The terms of such obligations must provide that interest rates
are adjusted periodically based upon an interest rate adjustment index as
provided in the respective obligations. The adjustment intervals may be regular,
and range from daily up to annually, or may be event based, such as based on a
change in the prime rate.

     A Fund may invest in floating rate debt instruments ("floaters"). The
interest rate on a floater is a variable rate which is tied to another interest
rate, such as a money-market index or Treasury bill rate. The interest rate on a
floater resets periodically, typically every six months. Because of the interest
rate reset feature, floaters provide the Fund with a certain degree of
protection against rises in interest rates, although the Fund will participate
in any declines in interest rates as well.

     A Fund also may invest in inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed or inversely to a multiple of the applicable index. An inverse floating
rate security may exhibit greater price volatility than a fixed rate obligation
of similar credit quality.

     MORTGAGE-RELATED SECURITIES. (All Funds, except Dreyfus Equity Income Fund)
Mortgage-related securities are a form of derivative collateralized by pools of
commercial or residential mortgages. Pools of mortgage loans are assembled as
securities for sale to investors by various governmental, government-related and
private organizations. These securities may include complex instruments such as
collateralized mortgage obligations and stripped mortgage-backed securities,
mortgage pass-through securities, interests in real estate mortgage investment
conduits ("REMICs"), adjustable rate mortgages, real estate investment trusts
("REITs"), or other kinds of mortgage-backed securities, including those with
fixed, floating and variable interest rates, those with interest rates based on
multiples of changes in a specified index of interest rates and those with
interest rates that change inversely to changes in interest rates, as well as
those that do not bear interest.

RESIDENTIAL MORTGAGE-RELATED SECURITIES--A Fund may invest in mortgage-related
securities representing participation interests in pools of one- to four-family
residential mortgage loans issued or guaranteed by governmental agencies or
instrumentalities, such as the Government National Mortgage Association
("GNMA"), the Federal National Mortgage Association ("FNMA") and the Federal
Home Loan Mortgage Corporation ("FHLMC"), or issued by private entities. Similar
to commercial mortgage-related securities, residential mortgage-related
securities have been issued using a variety of structures, including multi-class
structures featuring senior and subordinated classes.

     Mortgage-related securities issued by GNMA include GNMA Mortgage
Pass-Through Certificates (also know as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest by GNMA and such guarantee is
backed by the full faith and credit of the United States. GNMA certificates also
are supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-related securities issued by FNMA
include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes") which are solely the obligations of FNMA and are not backed by or
entitled to the full faith and credit of the United States. Fannie Maes are
guaranteed as to timely payment of principal and interest by FNMA.
Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation
Certificates (also known as "Freddie Macs" or "PCs"). Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Bank and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. When FHLMC
does not guarantee timely payment of principal, FHLMC may remit the amount due
on account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable.

COMMERCIAL MORTGAGE-RELATED SECURITIES--Commercial mortgage-related securities
generally are multi-class debt or pass-through certificates secured by mortgage
loans on commercial properties. These mortgage-related securities generally are
constructed to provide protection to the senior classes investors against
potential losses on the underlying mortgage loans. This protection generally is
provided by having the holders of subordinated classes of securities
("Subordinated Securities") take the first loss if there are defaults on the
underlying commercial mortgage loans. Other protection, which may benefit all of
the classes or particular classes, may include issuer guarantees, reserve funds,
additional Subordinated Securities, cross-collateralization and
over-collateralization.

SUBORDINATED SECURITIES--A Fund may invest in Subordinated Securities issued or
sponsored by commercial banks, savings and loan institutions, mortgage bankers,
private mortgage insurance companies and other non-governmental issuers.
Subordinated Securities have no governmental guarantee, and are subordinated in
some manner as to the payment of principal and/or interest to the holders of
more senior mortgage-related securities arising out of the same pool of
mortgages. The holders of Subordinated Securities typically are compensated with
a higher stated yield than are the holders of more senior mortgage-related
securities. On the other hand, Subordinated Securities typically subject the
holder to greater risk than senior mortgage-related securities and tend to be
rated in a lower rating category, and frequently a substantially lower rating
category, than the senior mortgage-related securities issued in respect of the
same pool of mortgage. Subordinated Securities generally are likely to be more
sensitive to changes in prepayment and interest rates and the market for such
securities may be less liquid than is the case for traditional fixed-income
securities and senior mortgage-related securities.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS") AND MULTI-CLASS
PASS-THROUGH-SECURITIES--A CMO is a multiclass bond backed by a pool of mortgage
pass-through certificates or mortgage loans. CMOs may be collateralized by (a)
Ginnie Mae, Fannie Mae, or Freddie Mac pass-through certificates, (b)
unsecuritized mortgage loans insured by the Federal Housing Administration or
guaranteed by the Department of Veterans' Affairs, (c) unsecuritized
conventional mortgages, (d) other mortgage-related securities, or (e) any
combination thereof.

     Each class of CMOs, often referred to as a "tranche," is issued at a
specific coupon rate and has a stated maturity or final distribution date.
Principal prepayments on collateral underlying a CMO may cause it to be retired
substantially earlier than the stated maturities or final distribution dates.
The principal and interest on the underlying mortgages may be allocated among
the several classes of a series of a CMO in many ways. One or more tranches of a
CMO may have coupon rates which reset periodically at a specified increment over
an index, such as the London Interbank Offered Rate ("LIBOR") (or sometimes more
than one index). These floating rate CMOs typically are issued with lifetime
caps on the coupon rate thereon. The Fund also may invest in inverse floating
rate CMOs. Inverse floating rate CMOs constitute a tranche of a CMO with a
coupon rate that moves in the reverse direction to an applicable index such a
LIBOR. Accordingly, the coupon rate thereon will increase as interest rates
decrease. Inverse floating rate CMOs are typically more volatile than fixed or
floating rate tranches of CMOs.

     Many inverse floating rate CMOs have coupons that move inversely to a
multiple of the applicable indexes. The effect of the coupon varying inversely
to a multiple of an applicable index creates a leverage factor. Inverse floaters
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 loss of principal. The markets for inverse floating rate
CMOs with highly leveraged characteristics at times may be very thin. The Fund's
ability to dispose of its positions in such securities will depend on the degree
of liquidity in the markets for such securities. It is impossible to predict the
amount of trading interest that may exist in such securities, and therefore the
future degree of liquidity.

STRIPPED MORTGAGE-BACKED SECURITIES--A Fund also may invest in stripped
mortgage-backed securities which are created by segregating the cash flows from
underlying mortgage loans or mortgage securities to create two or more new
securities, each with a specified percentage of the underlying Security's
principal or interest payments. Mortgage securities may be partially stripped so
that each investor class receives some interest and some principal. When
securities are completely stripped, however, all of the interest is distributed
to holders of one type of security, known as an interest-only security, or IO,
and all of the principal is distributed to holders of another type of security
known as a principal-only security, or PO. Strips can be created in a
pass-through structure or as tranches of a CMO. The yields to maturity on IO and
POs are very sensitive to the rate of principal payments (including prepayments)
on the related underlying mortgage assets. If the underlying mortgage assets
experience greater than anticipated prepayments of principal, the Fund may not
fully recoup its initial investment in IOs. Conversely, if the underlying
mortgage assets experience less than anticipated prepayments of principal, the
yield on POs could be materially and adversely affected.

REAL ESTATE INVESTMENT TRUSTS--A REIT is a corporation, or a business trust that
would otherwise be taxed as a corporation, which meets the definitional
requirements of the Internal Revenue Code of 1986, as amended (the "Code"). The
Code permits a qualifying REIT to deduct dividends paid, thereby effectively
eliminating corporate level Federal income tax and making the REIT a
pass-through vehicle for Federal income tax purposes. To meet the definitional
requirements of the Code, a REIT must, among other things, invest substantially
all of its assets in interests in real estate (including mortgages and other
REITs) or cash and government securities, derive most of its income from rents
from real property or interest on loans secured by mortgages on real property,
and distribute to shareholders annually a substantial portion of its otherwise
taxable income.

     REITs are characterized as equity REITs, mortgage REITs and hybrid REITs.
Equity REITs, which may include operating or finance companies, own real estate
directly and the value of, and income earned by, the REITs depends upon the
income of the underlying properties and the rental income they earn. Equity
REITs also can realize capital gains (or losses) by selling properties that have
appreciated (or depreciated) in value. Mortgage REITs can make construction,
development or long-term mortgage loans and are sensitive to the credit quality
of the borrower. Mortgage REITs derive their income from interest payments on
such loans. Hybrid REITs combine the characteristics of both equity and mortgage
REITs, generally by holding both ownership interests and mortgage interests in
real estate. The value of securities issued by REITs are affected by tax and
regulatory requirements and by perceptions of management skill. They also are
subject to heavy cash flow dependency, defaults by borrowers or tenants,
self-liquidation and the possibility of failing to qualify for tax-free status
under the Code or to maintain exemption from the 1940 Act.

ADJUSTABLE-RATE MORTGAGE LOANS ("ARMS")--ARMs eligible for inclusion in a
mortgage pool will generally provide for a fixed initial mortgage interest rate
for a specified period of time, generally for either the first three, six,
twelve, thirteen, thirty-six, or sixty scheduled monthly payments. Thereafter,
the interest rates are subject to periodic adjustment based on changes in an
index. ARMs typically have minimum and maximum rates beyond which the mortgage
interest rate may not vary over the lifetime of the loans. Certain ARMs provide
for additional limitations on the maximum amount by which the mortgage interest
rate may adjust for any single adjustment period. Negatively amortizing ARMs may
provide limitations on changes in the required monthly payment. Limitations on
monthly payments can result in monthly payments that are greater or less than
the amount necessary to amortize a negatively amortizing ARM by its maturity at
the interest rate in effect during any particular month.

PRIVATE ENTITY SECURITIES--These mortgage-related securities are issued by
commercial banks, savings and loan institutions, mortgage bankers, private
mortgage insurance companies and other nongovernmental issuers. Timely payment
of principal and interest on mortgage-related securities backed by pools created
by non-governmental issuers often is supported partially by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance. The insurance and guarantees are issued by government entities,
private insurers and the mortgage poolers. There can be no assurance that the
private insurers or mortgage poolers can meet their obligations under the
policies, so that if the issuers default on their obligations the holders of the
security could sustain a loss. No insurance or guarantee covers the Fund or the
price of the Fund's shares. Mortgage-related securities issued by
non-governmental issuers generally offer a higher rate of interest than
government-agency and government-related securities because there are no direct
or indirect government guarantees of payment.

OTHER MORTGAGE-RELATED SECURITIES--Other mortgage-related securities include
securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals. Other mortgage-related securities may
be equity or debt securities issued by agencies or instrumentalities of the U.S.
Government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, homebuilders, mortgage banks,
commercial banks, investment banks, partnerships, trusts and special purpose
entities of the foregoing.

     ASSET-BACKED SECURITIES. (All Funds, except Dreyfus Equity Income Fund)
Asset-backed securities are a form of derivative. The securitization techniques
used for asset-backed securities are similar to those used for mortgage-related
securities. These securities include debt securities and securities with
debt-like characteristics. The collateral for these securities has included home
equity loans, automobile and credit card receivables, boat loans, computer
leases, airplane leases, mobile home loans, recreational vehicle loans and
hospital account receivables. A Fund may invest in these and other types of
asset-backed securities that may be developed in the future.

     Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may provide a Fund with
a less effective security interest in the related collateral than do
mortgage-backed securities. Therefore, there is the possibility that recoveries
on the underlying collateral may not, in some cases, be available to support
payments on these securities.

     ZERO COUPON SECURITIES. (All Funds, except Dreyfus Equity Income Fund) A
Fund may invest in zero coupon U.S. Treasury securities, which are Treasury
Notes and Bonds that have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing interests in such
stripped debt obligations and coupons. Zero coupon securities also are issued by
corporations and financial institutions which constitute a proportionate
ownership of the issuer's pool of underlying U.S. Treasury securities. A zero
coupon security pays no interest to its holders during its life and is sold at a
discount to its face value at maturity. 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.

     Zero coupon securities issued by private entities include bonds, notes, and
debentures that do not pay current interest and are issued at substantial
discounts from par value or, in some cases, that pay no current interest until a
stated date one or more years in the future, after which the issuer is obligated
to pay interest until maturity (in which case the interest rate is usually
higher than if interest were payable from the issuance date). Zero coupon
securities, including issued by private entities are subject to the risk of the
issuer's failure to pay interest and repay the principal value of the security,
which risk is enhanced in the case of below investment grade rated (or of
comparable quality, if unrated) zero coupon securities. Private entities also
may issue zero coupon securities which constitute a proportionate interest of
the issuer's pool of underlying U.S. Treasury securities. Zero coupon securities
issued directly by the U.S. Treasury include notes and bonds which have been
stripped of their interest coupons and receipts. While U.S. Treasury-related
zero coupon securities are not subject to the same credit risk as a security
issued directly by a private entity, they are subject to interest rate risk to
the same extent.

     The Fund is required to accrue taxable income on zero coupon securities and
is required to distribute it to shareholders. Such distributions may require the
Fund to sell other securities and incur a gain or loss at a time it may
otherwise not want to in order to obtain the cash needed for these
distributions.

     HIGH YIELD-LOWER RATED SECURITIES. (All Funds, except Dreyfus Equity Income
Fund) A Fund may invest in higher yielding (and, therefore higher risk) debt
securities, including mortgage-related securities. These securities include
those rated below Baa by Moody's Investors Service, Inc. ("Moody's") and below
BBB by Standard & Poor's Ratings Group ("S&P"), Fitch IBCA, Inc. ("Fitch") and
Duff & Phelps Credit Rating Co. ("Duff," and with the other rating agencies, the
"Rating Agencies") and as low as the lowest rating assigned by the Rating
Agencies. Securities rated Ba by Moody's are judged to have speculative
elements; their future cannot be considered as well assured and often the
protection of interest and principal payments may be very moderate. Securities
rated BB by S&P, Fitch or Duff 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.
Securities rated C by Moody's are regarded as having extremely poor prospects of
ever attaining any real investment standing. Securities rated D by S&P, Fitch
and Duff are in default and the payment of interest and/or repayment of
principal is in arrears. Such securities, though high yielding, are
characterized by great risk. See "Appendix" for a general description of
securities ratings.

     The ratings of Moody's, S&P, Fitch and Duff represent their opinions as to
the quality of the obligations which they undertake to rate. Ratings are
relative and subjective and, although ratings may be useful in evaluating the
safety or interest and principal payments, they do not evaluate the market value
risk of such obligations. Although these ratings may be an initial criterion for
selection of portfolio investments, the Manager also will evaluate these
securities and the ability of the issuers of such securities to pay interest and
principal. The Fund's ability to achieve its investment objective may be more
dependent on the Manager's credit analysis than might be the case for a fund
that invested in higher rated securities.


     With respect to each of Dreyfus Premier High Yield Securities Fund, Dreyfus
Premier High Yield Debt Plus Equity Fund, Dreyfus Short Term High Yield Fund and
Dreyfus Premier Core Bond Fund, the average distribution of investments of the
Fund in corporate bonds (excluding preferred stock, convertible preferred stock
and convertible bonds) by ratings for the fiscal year ended October 31, 1999,
calculated monthly on a dollar-weighted basis, was as follows:

Dreyfus Premier High         MOODY'S     or   S&P, FITCH OR DUFF   PERCENTAGE
                             -------          ------------------   ----------
Yield Securities Fund
                              Aaa                    AAA                2.9%
                              Ba                      BB                1.1%
                              B                       B                26.8%
                              Caa                     CCC              13.0%
                              Ca                      CC                2.5%
                              NR                      NR               20.8%*
                                                                     ---------
                                                                       67.1%**

* These unrated securities have been determined by the Manager to be of
comparable quality to securities rated as follows: A (0.3%), B (1.0%), CCC
(19.4%) and CC (0.1%).

** The Fund also owns equity securities (2.8%), convertible preferred stocks
rated CCC (6.8%), preferred stocks rated AAA (0.7%), preferred stocks rated B
(9.9%), preferred stocks rated CCC (10.4%) and convertible bonds rated B (2.0%).

Dreyfus Premier High Yield   MOODY'S    or   S&P, FITCH OR DUFF     PERCENTAGE
                             -------         ------------------     ----------
Debt Plus
Equity Fund
                              Aaa                   AAA               8.7%
                              Aa                    AA                0.6%
                              Baa                   BBB               0.1%
                              Ba                    BB                0.5%
                              B                     B                23.0%
                              Caa                   CCC              21.4%
                              Ca                    CC                3.4%
                              C                     D                 0.7%
                              NR                    NR                4.3%*
                                                                   --------
                                                                     62.7%**

* These unrated securities have been determined by the Manager to be of
comparable quality to securities rated as follows: B (0.8%) and CCC (3.5%).

** The Fund also owns equity securities (18.9%), convertible preferred stocks
rated B (0.1%), convertible preferred stocks rated CCC (6.4 %), preferred stocks
rated B (1.7%), preferred stocks rated CCC (3.2%), convertible bonds rated B
(5.0%) and convertible bonds rated CCC (0.3%).


<PAGE>


Dreyfus Short Term     MOODY'S     or   S&P, FITCH OR DUFF       PERCENTAGE
                       -------          ------------------       ----------
High Yield Fund
                        Aaa                    AAA                  0.8%
                        A                      A                    0.1%
                        Baa                    BBB                  1.1%
                        Ba                     BB                  10.3%
                        B                      B                   64.5%
                        Caa                    CCC                  5.9%
                        Ca                     CC                   1.0%
                        NR                     NR                   5.5%*
                                                                  --------
                                                                   89.2%**

* These unrated securities have been determined by the Manager to be of
comparable quality to securities rated as follows: BB (0.2%), B (3.9%) and CCC
(1.4%).

** The Fund also owns equity securities (0.1%), convertible preferred stocks
rated CCC (0.1%), preferred stocks rated CCC (0.8%), convertible bonds rated BB
(1.7%) and convertible bonds rated B (8.4%).

Dreyfus Premier Core     MOODY'S   or   S&P, FITCH OR DUFF      PERCENTAGE
                         -------        ------------------      ----------
Bond Fund
                          Aaa                  AAA                45.9%
                          Aa                   AA                  2.1%
                          A                    A                   9.7%
                          Baa                  BBB                21.8%
                          Ba                   BB                 10.6%
                          B                    B                   3.2%
                          Caa                  CCC                 0.8%
                          Ca                   CC                  0.3%
                          NR                   NR                  3.6%*
                                                                  ----------
                                                                  98.0%**

================================================================================
* These unrated securities have been determined by the Manager to be of
comparable quality to securities rated as follows: A (0.4%), BBB (1.7%), BB
(1.4%) and B (0.1%).

** The Fund also owns equity securities (0.6%), convertible preferred stocks
rated CCC (0.7%), preferred stocks rated CCC (8.1%), convertible bonds rated A
(0.2%), convertible bonds rated BBB (0.9%) and convertible bonds rated B (1.3%).


     The actual distribution of each of these Funds' corporate bond investments
by ratings on any given date will vary, and the distribution of the Fund's
investments by ratings as set forth above should not be considered as
representative of the Fund's future portfolio composition.

     AMERICAN DEPOSITARY RECEIPTS. (Dreyfus Equity Income Fund and Dreyfus
Premier High Yield Debt Plus Equity Fund only) Each of these Funds may invest in
American Depositary Receipts ("ADRs"). These securities may not necessarily be
denominated in the same currency as the securities into which they may be
converted. ADRs are receipts typically issued by a United States bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation. Generally, ADRs in registered form are designed for use in the
United States securities markets. ADRs may be purchased through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the underlying security and a depositary. A depositary may establish
an unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.

     FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES. (All
Funds, except Dreyfus Equity Income Fund) A Fund may invest in obligations
issued or guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities that are determined by the
Manager to be of comparable quality to the other obligations in which the Fund
may invest. Such securities also include debt obligations of supranational
entities. Supranational entities include international organizations designated
or supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank.

     ILLIQUID SECURITIES. (All Funds) A Fund may invest up to 15% of the value
of its net assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Fund's investment
objective. These securities may include securities that are not readily
marketable, such as securities that are subject to legal or contractual
restrictions on resale, repurchase agreements providing for settlement in more
than seven days after notice, and certain privately negotiated, non-exchange
traded options and securities used to cover such options. 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 the Fund deems
representative of their value, the value of the Fund's net assets could be
adversely affected.

     MONEY MARKET INSTRUMENTS. (All Funds) When the Manager determines that
adverse market conditions exist, a Fund may adopt a temporary defensive position
and invest some or all of its assets in money market instruments, including U.S.
Government securities, repurchase agreements, bank obligations and commercial
paper. A Fund also may purchase money market instruments when it has cash
reserves or in anticipation of taking a market position.

INVESTMENT TECHNIQUES

     The following information supplements and should be read in conjunction
with each Fund's Prospectus.

     DURATION. (All Funds, except Dreyfus Equity Income Fund) As a measure of a
fixed- income security's cash flow, duration is an alternative to the concept of
"term to maturity" in assessing the price volatility associated with changes in
interest rates. Generally, the longer the duration, the more volatility an
investor should expect. For example, the market price of a bond with a duration
of three years would be expected to decline 3% if interest rates rose 1%.
Conversely, the market price of the same bond would be expected to increase 3%
if interest rates fell 1%. The market price of a bond with a duration of six
years would be expected to increase or decline twice as much as the market price
of a bond with a three-year duration. Duration is a way of measuring a
security's maturity in terms of the average time required to receive the present
value of all interest and principal payments as opposed to its term to maturity.
The maturity of a security measures only the time until final payment is due; it
does not take account of the pattern of a security's cash flows over time, which
would include how cash flow is affected by prepayments and by changes in
interest rates. Incorporating a security's yield, coupon interest payments,
final maturity and option features into one measure, duration is computed by
determining the weighted average maturity of a bond's cash flows, where the
present values of the cash flows serve as weights. In computing the duration of
the Fund, the Manager will estimate the duration of obligations that are subject
to features such as prepayment or redemption by the issuer, put options retained
by the investor or other imbedded options, taking into account the influence of
interest rates on prepayments and coupon flows.


     PORTFOLIO MATURITY. (Dreyfus Premier Core Bond Fund and Dreyfus Short Term
High Yield Fund only) Dreyfus Premier Core Bond Fund typically will maintain an
average effective maturity ranging between five and ten years. However, to the
extent the maturity of the Fund's benchmark index is outside this range at a
particular time (generally, this may occur during other than usual market
conditions), the Fund's average effective maturity also may fall outside such
range. Under normal market conditions, the average effective portfolio maturity
of Dreyfus Short Term High Yield Fund is expected to be three years or less. For
purposes of calculating average effective portfolio maturity, a security that is
subject to redemption at the option of the issuer on a particular date (the
"call date") which is prior to the security's stated maturity may be deemed to
mature on the call date rather than on its stated maturity date. The call date
of a security will be used to calculate average effective portfolio maturity
when the Manager reasonably anticipates, based upon information available to it,
that the issuer will exercise its right to redeem the security. The Manager may
base its conclusion on such factors as the interest-rate paid on the security
compared to prevailing market rates, the amount of cash available to the issuer
of the security, events affecting the issuer of the security, and other factors
that may compel or make it advantageous for the issuer to redeem a security
prior to its stated maturity.


     LEVERAGE. (All Funds) Leveraging (that is, buying securities using borrowed
money) exaggerates the effect on net asset value of any increase or decrease in
the market value of a Fund's portfolio. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. For borrowings for investment purposes,
the 1940 Act requires a Fund to maintain continuous asset coverage (total assets
including borrowings, less liabilities exclusive of borrowings) of 300% of the
amount borrowed. If the required coverage should decline as a result of market
fluctuations or other reasons, the Fund may be required to sell some of its
portfolio holdings within three days to reduce the amount of its borrowings and
restore the 300% asset coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time. The Fund also may be
required to maintain minimum average balances in connection with such borrowing
or pay a commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.

     A Fund may enter into reverse repurchase agreements with banks, brokers or
dealers. This form of borrowing involves the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage of
the value of the security. The Fund retains the right to receive interest and
principal payments on the security. At an agreed upon future date, the Fund
repurchases the security at principal plus accrued interest. Except for these
transactions, a Fund's borrowings generally will be unsecured.

     Although Dreyfus Equity Income Fund may borrow money for leveraging as
described above, it currently intends to 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 such borrowings exceed 5% of its total assets, Dreyfus
Equity Income Fund will not make any additional investments.

     SHORT-SELLING. (All Funds) In these transactions, a Fund sells a security
it does not own anticipation of a decline in the market value of the security.
To complete the transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is obligated to replace the security borrowed by
purchasing it subsequently at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund, which would result in a loss or gain, respectively.


     Securities will not be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 25%
of the value of a Fund's net assets. In the case of Dreyfus Premier Core Bond
Fund, Dreyfus Equity Income Fund, Dreyfus Premier High Yield Securities Fund,
and Dreyfus Short Term High Yield Fund, the Fund may not make a short sale which
results in the Fund having sold short in the aggregate more than 5% of the
outstanding securities of any class of an issuer.


     The Fund also may make short sales "against the box," in which the Fund
enters into a short sale of a security it owns.

     Until the Fund closes its short position or replaces the borrowed security,
it will: (a) segregate permissible liquid assets in an amount that, together
with the amount deposited with the broker as collateral, always equals the
current value of the security sold short; or (b) otherwise cover its short
position.

     LENDING PORTFOLIO SECURITIES. (All Funds) A Fund may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities, which affords the Fund an
opportunity to earn interest on the amount of the loan and on the loaned
securities' collateral. Loans of portfolio securities may not exceed 33-1/3% 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 loaned securities. Such loans are terminable by the
Fund at any time upon specified notice. The Fund might experience risk of loss
if the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund. In connection with its securities lending
transactions, a Fund may return to the borrower or a third party which is
unaffiliated with the Fund, and which is acting as a "placing broker," a part of
the interest earned from the investment of collateral received for securities
loaned.


     DERIVATIVES. (All Funds) A Fund may invest in, or enter into, derivatives,
such as options and futures, swaps (as to swaps, with respect to all Funds,
except Dreyfus Premier Core Bond Fund and Dreyfus Equity Income Fund),
mortgage-related securities and asset-backed securities (except to Dreyfus
Equity Income Fund), for a variety of reasons, including to hedge certain market
risks, to provide a substitute for purchasing or selling particular securities
or to increase potential income gain. Derivatives may provide a cheaper, quicker
or more specifically focused way for the Fund to invest than "traditional"
securities would.


     Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit a 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. However, 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 a Fund's
performance.

     If a Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or result
in a loss. A 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 the Company nor any Fund will be a commodity pool, certain
derivatives subject the Funds to the rules of the Commodity Futures Trading
Commission which limit the extent to which a Fund can invest in such
derivatives. A Fund may invest in futures contracts and options with respect
thereto for hedging purposes without limit. However, no 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, exceeds 5% of the
liquidation value of the 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.

     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 variation margin system 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. (All Funds) A Fund may enter into futures
contracts in U.S. domestic markets, or on exchanges located outside the United
States. Foreign markets may offer advantages such as trading opportunities or
arbitrage possibilities not available in the United States. Foreign markets,
however, may have greater risk potential than domestic markets. For example,
some foreign exchanges are principal markets so that no common clearing facility
exists and an investor may look only to the broker for performance of the
contract. In addition, any profits that a Fund might realize in trading could be
eliminated by adverse changes in the currency exchange rate, or the Fund could
incur losses as a result of those changes. Transactions on foreign exchanges may
include commodities which are traded on domestic exchanges or those which are
not. Unlike trading on domestic commodity exchanges, trading on foreign
commodity exchanges is not regulated by the Commodity Futures Trading
Commission.

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

     Successful use of futures by a 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 position 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, the
Fund will lose part or all of the benefit of the increased value of securities
which it has hedged because it will have offsetting losses in its futures
positions. Furthermore, if in such circumstances the Fund has insufficient cash,
it may have to sell securities to meet daily variation margin requirements. A
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, a Fund may be required to segregate permissible liquid
assets to cover its obligations relating to its transactions in derivatives. To
maintain this required cover, the 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. In addition, the segregation of such
assets will have the effect of limiting a Fund's ability otherwise to invest
those assets.

SPECIFIC FUTURES TRANSACTIONS. A Fund may purchase and sell interest rate
futures contracts. An interest rate future obligates the Fund to purchase or
sell an amount of a specific debt security at a future date at a specific price.

     Each Fund, except Dreyfus Premier Real Estate Mortgage Fund, may purchase
and sell currency futures. A foreign currency future obligates the Fund to
purchase or sell an amount of a specific currency at a future date at a specific
price.

     A Fund may purchase and sell stock index futures contracts. A stock index
future obligates the Fund to pay or receive an amount of cash equal to a fixed
dollar amount specified in the futures contract multiplied by the difference
between the settlement price of the contract on the contract's last trading day
and the value of the index based on the stock prices of the securities that
comprise it at the opening of trading in such securities on the next business
day.


INTEREST RATE SWAPS. (All Funds, except Dreyfus Premier Core Bond Fund and
Dreyfus Equity Income Fund) Interest rate swaps involve the exchange by the Fund
with another party of their respective commitments to pay or receive interest
(for example, an exchange of floating rate payments for fixed-rate payments).
The exchange commitments can involve payments to be made in the same currency or
in different currencies. The use of interest rate swaps is a highly specialized
activity which involves investment techniques and risks different from those
associated with ordinary portfolio security transactions. If the Manager is
incorrect in its forecasts of market values, interest rates and other applicable
factors, the investment performance of the Fund would diminish compared with
what it would have been if these investment techniques were not used. Moreover,
even if the Manager is correct in its forecasts, there is a risk that the swap
position may correlate imperfectly with the price of the asset or liability
being hedged. There is no limit on the amount of interest rate swap transactions
that may be entered into by the Fund. These transactions do not involve the
delivery of securities or other underlying assets or principal. Accordingly, the
risk of loss with respect to interest rate swaps is limited to the net amount of
interest payments that the Fund is contractually obligated to make. If the other
party to an interest rate swap defaults, the Fund's risk of loss consists of the
net amount of interest payments that the Fund contractually is entitled to
receive.


CREDIT DERIVATIVES. (Dreyfus Premier High Yield Securities Fund, Dreyfus Premier
High Yield Debt Plus Equity Fund and Dreyfus Short Term High Yield Fund only)
Each of these Funds may engage in credit derivative transactions. There are two
broad categories of credit derivatives: default price risk derivatives and
market spread derivatives. Default price risk derivatives are linked to the
price of reference securities or loans after a default by the issuer or
borrower, respectively. Market spread derivatives are based on the risk that
changes in market factors, such as credit spreads, can cause a decline in the
value of a security, loan or index. There are three basic transactional forms
for credit derivatives: swaps, options and structured instruments. The use of
credit derivatives is a highly specialized activity which involves strategies
and risks different from those associated with ordinary portfolio security
transactions. If the Manager is incorrect in its forecasts of default risks,
market spreads or other applicable factors, the investment performance of the
Fund would diminish compared with what it would have been if these techniques
were not used. Moreover, even if the Manager is correct in its forecasts, there
is a risk that a credit derivative position may correlate imperfectly with the
price of the asset or liability being hedged. There is no limit on the amount of
credit derivative transactions that may be entered into by the Fund. The Fund's
risk of loss in a credit derivative transaction varies with the form of the
transaction. For example, if the Fund purchases a default option on a security,
and if no default occurs with respect to the security, the Fund's loss is
limited to the premium it paid for the default option. In contrast, if there is
a default by the grantor of a default option, the Fund's loss will include both
the premium that it paid for the option and the decline in value of the
underlying security that the default option hedged.

OPTIONS--IN GENERAL. (All Funds) A Fund may invest up to 5% of its assets,
represented by the premium paid, in the purchase of call and put options. A 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. 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.

     A covered call option written by a Fund is a call option with respect to
which a Fund owns the underlying security or otherwise covers the transaction by
segregating permissible liquid assets. A put option written by a Fund is covered
when, among other things, the Fund segregates permissible liquid assets having a
value equal to or greater than the exercise price of the option to fulfill the
obligation undertaken. The principal reason for writing covered call and put
options is to realize, through the receipt of premiums, a greater return than
would be realized on the underlying securities alone. A Fund receives a premium
from writing covered call or put options which it retains whether or not the
option is exercised.

     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. If, as a
covered call option writer, the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.

SPECIFIC OPTIONS TRANSACTIONS. Each Fund, except Dreyfus Premier Real Estate
Mortgage Fund, may purchase and sell call and put options on foreign currency.
These options convey the right to buy or sell the underlying currency at a price
which is expected to be lower or higher than the spot price of the currency at
the time the option is exercised or expires.

     Dreyfus Equity Income Fund and Dreyfus Premier High Yield Debt Plus Equity
Fund may purchase and sell call and put options in respect of specific
securities (or groups or "baskets" of specific securities) or stock indices
listed on national securities exchanges or traded in the over-the-counter
market. An option on a stock index is similar to an option in respect of
specific securities, except that settlement does not occur by delivery of the
securities comprising the index. Instead, the option holder receives an amount
of cash if the closing level of the stock index upon which the option is based
is greater than in the case of a call, or less than in the case of a put, the
exercise price of the option. Thus, the effectiveness of purchasing or writing
stock index options will depend upon price movements in the level of the index
rather than the price of a particular stock.


     Each Fund, except Dreyfus Premier Core Bond Fund, may purchase cash-settled
options on swaps in pursuit of their respective investment objective. Equity
index swaps in which Dreyfus Equity Income Fund and Dreyfus Premier High Yield
Debt Plus Equity Fund may invest, involve the exchange by the Fund with another
party of cash flows based upon the performance of an index or a portion of an
index of securities which usually includes dividends. A cash-settled option on a
swap gives the purchaser the right, but not the obligation, in return for the
premium paid, to receive an amount of cash equal to the value of the underlying
swap as of the exercise date. These options typically are purchased in privately
negotiated transactions from financial institutions, including securities
brokerage firms.


     Successful use by a Fund of options will be subject to the ability of the
Manager to predict correctly movements in the prices of individual stocks, the
stock market generally, foreign currencies or interest rates. To the extent such
predictions are incorrect, a Fund may incur losses.

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


     FORWARD ROLL TRANSACTIONS. (Dreyfus Premier Core Bond Fund and Dreyfus
Premier Real Estate Mortgage Fund only) To enhance current income, each of these
Funds may enter into forward roll transactions with respect to mortgage-related
securities. In a forward roll transaction, the Fund sells a mortgage-related
security to a financial institution, such as a bank or broker-dealer, and
simultaneously agrees to purchase a similar security from the institution at a
later date at an agreed upon price. The securities that are purchased will bear
the same interest rate as those sold, but generally will be collateralized by
different pools of mortgages with different pre-payment histories than those
sold. During the period between the sale and purchase, the Fund will not be
entitled to receive interest and principal payments on the securities sold.
Proceeds of the sale typically will be invested in short-term instruments,
particularly repurchase agreements, and the income from these investments,
together with any additional fee income received on the sale will be expected to
generate income for the Fund exceeding the yield on the securities sold. Forward
roll transactions involve the risk that the market value of the securities sold
by the Fund may decline below the purchase price of those securities. The Fund
will segregate permissible liquid assets at least equal to the amount of the
repurchase price (including accrued interest).


     FORWARD COMMITMENTS. (All Funds) A Fund may purchase or sell securities on
a forward commitment, when-issued or delayed delivery basis, which means
delivery and payment take place a number of days after the date of the
commitment to purchase or sell the securities at a predetermined price and/or
yield. Typically, no interest accrues to the purchaser until the security is
delivered. When purchasing a security on a forward commitment basis, the Fund
assumes the rights and risks of ownership of the security, including the risk of
price and yield fluctuations, and takes such fluctuations into account when
determining its net asset value. Because the Fund is not required to pay for
these securities until the delivery date, these risks are in addition to the
risks associated with the Fund's other investments. If the Fund is fully or
almost fully invested when forward commitment purchases are outstanding, such
purchases may result in a form of leverage. The Fund intends to engage in
forward commitments to increase its portfolio's financial exposure to the types
of securities in which it invests. Leveraging the portfolio in this manner will
increase the Fund's exposure to changes in interest rates and will increase the
volatility of its returns. The Fund will segregate permissible liquid assets at
least equal at all times to the amount of the Fund's purchase commitments. At no
time will the Fund have more than 33-1/3% of its assets committed to purchase
securities on a forward commitment basis.

     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 forward commitment or when-issued basis may expose a 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 forward commitment or when-issued basis when a 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.

     FOREIGN CURRENCY TRANSACTIONS. (All Funds, except Dreyfus Premier Real
Estate Mortgage Fund) A Fund may enter into foreign currency transactions for a
variety of purposes, including: to fix in U.S. dollars, between trade and
settlement date, the value of a security the Fund has agreed to buy or sell; to
hedge the U.S. dollar value of securities the Fund already owns, particularly if
it expects a decrease in the value of the currency in which the foreign security
is denominated; or to gain exposure to the foreign currency in an attempt to
realize gains.

     Foreign currency transactions may involve, for example, a Fund's purchase
of foreign currencies for U.S. dollars or the maintenance of short positions in
foreign currencies. A short position would involve the Fund agreeing to exchange
an amount of a currency it did not currently own for another currency at a
future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive. A Fund's success in
these transactions will depend principally on the ability of the Manager to
predict accurately the future exchange rates between foreign currencies and the
U.S. dollar.

     Currency exchange rates may fluctuate significantly over short periods of
time. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or perceived changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates also
can be affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad.

INVESTMENT CONSIDERATIONS AND RISKS

     HIGH YIELD-LOWER RATED SECURITIES. (All Funds, except Dreyfus Equity Income
Fund) Each of these Funds may invest in securities rated below investment grade
such as those rated Ba by Moody's BB by S&P, Fitch and Duff, including in
securities with the lowest rating assigned by the Rating Agencies. They may be
subject to certain risks with respect to the issuing entity and to greater
market fluctuations than certain lower yielding, higher rated securities. The
retail secondary market for these securities may be less liquid than that of
higher rated securities; adverse 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.

     Bond prices are inversely related to interest rate changes; however, bond
price volatility also is inversely related to coupon. Accordingly, below
investment grade securities may be relatively less sensitive to interest rate
changes than higher quality securities of comparable maturity, because of their
higher coupon. This higher coupon is what the investor receives in return for
bearing greater credit risk. The higher credit risk associated with below
investment grade securities potentially can have a greater effect on the value
of such securities than may be the case with higher quality issues of comparable
maturity, and will be a substantial factor in the Fund's relative share price
volatility. Although ratings may be useful in evaluating the safety of interest
and principal payments, they do not evaluate the market value risk of these
securities. These Funds will rely on the Manager's judgment, analysis and
experience in evaluating the creditworthiness of an issuer.

     Companies that issue certain of these securities often are highly leveraged
and may not have available to them more traditional methods of financing.
Therefore, the risk associated with acquiring the securities of such issuers
generally is greater than is the case with the higher rated securities. For
example, during an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of these securities may not have sufficient
revenues to meet their interest payment obligations. The issuer's ability to
service its debt obligations also may be affected adversely by specific
corporate developments, forecasts, or the unavailability of additional
financing. The risk of loss because of default by the issuer is significantly
greater for the holders of these securities because such securities generally
are unsecured and often are subordinated to other creditors of the Issuer.

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

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

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

     MORTGAGE-RELATED SECURITIES. (All Funds, except Dreyfus Equity Income Fund)
Mortgage-related securities are complex derivative instruments, subject to both
credit and prepayment risk. Although they may provide opportunities for enhanced
total return, you should be aware that the lower rated mortgage-related
securities in which the Fund may invest are likely to be more volatile and less
liquid, and more difficult to price accurately, than more traditional debt
securities. These securities may be particularly susceptible to economic
downturns. It is likely that an economic recession could disrupt severely the
market for such securities and may have an adverse impact on the value of such
securities.

     Mortgage-related securities generally are subject to credit risks
associated with the performance of the underlying mortgage properties and to
prepayment risk. In certain instances, the credit risk associated with
mortgage-related securities can be reduced by third party guarantees or other
forms of credit support. Improved credit risk does not reduce prepayment risk
which is unrelated to the rating assigned to the mortgage-related security.
Prepayment risk can lead to fluctuations in value of the mortgage-related
security which may be pronounced. If a mortgage-related security is purchased at
a premium, all or part of the premium may be lost if there is a decline in the
market value of the security, whether resulting from changes in interest rates
or prepayments on the underlying mortgage collateral. Certain mortgage-related
securities that may be purchased by a Fund, such as inverse floating rate
collateralized mortgage obligations, have coupons that move inversely to a
multiple of a specific index which may result in a form of leverage. As with
other interest-bearing securities, the prices of certain mortgage-related
securities are inversely affected by changes in interest rates. However,
although the value of a mortgage-related security may decline when interest
rates rise, the converse is not necessarily true, since in periods of declining
interest rates the mortgages underlying the security are more likely to be
prepaid. For this and other reasons, a mortgage-related security's stated
maturity may be shortened by unscheduled prepayments on the underlying
mortgages, and, therefore, it is not possible to predict accurately the
security's return to the Fund. Moreover, with respect to certain stripped
mortgage-backed securities, if the underlying mortgage securities experience
greater than anticipated prepayments of principal, the Fund may fail to fully
recoup its initial investment even if the securities are rated in the highest
rating category by a nationally recognized statistical rating organization.
During periods of rapidly rising interest rates, prepayments of mortgage-related
securities may occur at slower than expected rates. Slower prepayments
effectively may lengthen a mortgage-related security's expected maturity which
generally would cause the value of such security to fluctuate more widely in
response to changes in interest rates. Were the prepayments on a Fund's
mortgage-related securities to decrease broadly, the Fund's effective duration,
and thus sensitivity to interest rate fluctuations, would increase. Commercial
real property loans, however, often contain provisions that reduce the
likelihood that such securities will be prepaid. The provisions generally impose
significant prepayment penalties on loans and in some cases there may be
prohibitions on principal prepayments for several years following origination.

     REAL ESTATE-RELATED EQUITY SECURITIES. (Dreyfus Premier Real Estate
Mortgage Fund only) Equity securities fluctuate in value, often based on factors
unrelated to the value of the issuer of the securities, and such fluctuations
can be pronounced. Changes in the value of the Fund's investments will result in
changes in the value of its shares and thus the Fund's total return to
investors.

     An investment in the Fund will generally be subject to the risks associated
with real estate. These risks include declines in the value of real estate,
risks related to general and local economic conditions, overbuilding and
increased competition, increases in property taxes and operating expenses,
changes in zoning laws, casualty or condemnation losses, variations in rental
income, changes in neighborhood values, the appeal of properties to tenants and
increases in interest rates. The value of securities of companies that service
the real estate industry will also be affected by these risks.

     The Fund's use of leverage may increase fluctuations in its net asset value
and increase the gain or loss on your investment.

     FOREIGN SECURITIES. (All Funds) Foreign securities markets generally are
not as developed or efficient as those in the United States. Securities of some
foreign issuers are less liquid and more volatile than securities of comparable
U.S. issuers. Similarly, volume and liquidity in most foreign securities markets
are less than in the United States and, at times, volatility of price can be
greater than in the United States.

     Because evidences of ownership of foreign securities usually are held
outside the United States, a Fund investing in such securities will be subject
to additional risks which include possible adverse political and economic
developments, seizure or nationalization of foreign deposits and adoption of
governmental restrictions which might adversely affect or restrict the payment
of principal and interest on the foreign securities to investors located outside
the country of the issuer, whether from currency blockage or otherwise.
Moreover, foreign securities held by a Fund may trade on days when the Fund does
not calculate its net asset value and thus affect the Fund's net asset value on
days when investors have no access to the Fund.

     Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those of
developed countries. The markets of developing countries may be more volatile
than the markets of more mature economies; however, such markets may provide
higher rates of return to investors. Many developing countries providing
investment opportunities for the Funds have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain of these countries.

     Since foreign securities often are purchased with and payable in currencies
of foreign countries, the value of these assets as measured in U.S. dollars may
be affected favorably or unfavorably by changes in currency rates and exchange
control regulations.

     SIMULTANEOUS INVESTMENTS. (All Funds) Investment decisions for each Fund
are made independently from those of the other investment companies advised by
the Manager. If, however, such other investment companies desire to invest in,
or dispose of, the same securities as a 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.

INVESTMENT RESTRICTIONS

     Each Fund's investment objective is a fundamental policy, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. In addition, the Funds have
adopted certain investment restrictions as fundamental policies and certain
other investment restrictions as non-fundamental policies, as described below.

     DREYFUS EQUITY INCOME FUND, DREYFUS PREMIER HIGH YIELD SECURITIES FUND AND
DREYFUS SHORT TERM HIGH YIELD FUND ONLY. Each of these Funds has adopted
investment restrictions numbered 1 through 10 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 the Fund's outstanding voting shares. Investment
restrictions numbered 11 through 16 are not fundamental policies and may be
changed by vote of a majority of the Company's Board members at any time. None
of these Funds may:

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

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

     3. Invest more than 25% of the value of its total assets in the securities
of issuers in any single industry, provided that there shall be no limitation on
the purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

     4. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those related to
indices, and options on futures contracts or indices.

     5. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that
invest or deal in real estate or real estate investment trusts.

     6. 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.

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

     8. Act as an underwriter of securities of other issuers, 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.

     9. Issue any senior security (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 4, 6, 13 and 14 may be deemed to give rise to a senior
security.

     10. Purchase securities on margin, but the Fund may make margin deposits in
connection with transactions in options, forward contracts, futures contracts,
and options on futures contracts.

     11. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessor) if such purchase
would cause the value of the Fund's investments in all such companies to exceed
5 % of the value of its total assets.

     12. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.

     13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, and options on futures
contracts.

     14. Purchase, sell or write puts, calls or combinations thereof, except as
described in the relevant Fund's Prospectus and Statement of Additional
Information.

     15. 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 15% of the value of the Fund's net assets would be so
invested.

     16. Purchase securities of other investment companies, except to the extent
permitted under the 1940 Act.

                                       ***


     DREYFUS PREMIER CORE BOND FUND ONLY. The Fund has adopted investment
restrictions numbered 1 through 10 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions numbered
11 through 14 are not fundamental policies and may be changed by vote of a
majority of the Company's Board members at any time. The Fund may not:


     1. Purchase the securities of any issuer (other than a bank) if such
purchase would cause more than 5% of the value of its total assets to be
invested in securities of such issuer, or invest more than 15% of its assets in
the obligations of any one bank, except that up to 25% of the value of the
Fund's total assets may be invested, and securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities may be purchased, without
regard to such limitations. Notwithstanding the foregoing, based on rules of the
Securities and Exchange Commission, the Fund will not invest more than 5% of its
assets in the obligations of any one bank, except as otherwise provided in such
rules.

     2. Purchase the securities of any issuer if such purchase would cause the
Fund to hold more than 10% of the outstanding voting securities of such issuer.
This restriction applies only with respect to 75% of the Fund's assets.

     3. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), provided that, when the Fund has
adopted a temporary defensive posture, there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

     4. Purchase, hold or deal in real estate, or oil and gas interests, but the
Fund may purchase and sell securities that are secured by real estate and may
purchase and sell securities issued by companies that invest or deal in real
estate.

     5. Invest in commodities, except that the Fund may purchase and sell
futures contracts, including those relating to indices, and options on futures
contracts or indices.

     6. 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, futures contracts, including those relating to indices, and options on
futures contracts or indices shall not constitute borrowing.

     7. Make loans to others except through the purchase of debt obligations or
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
members.

     8. Act as an underwriter of securities of other issuers 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.

     9. Issue any senior security (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent permitted under the 1940 Act.

     10. 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.

     11. Pledge, mortgage or hypothecate 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 writing covered put and call
options and 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 relating to indices and options
on futures contracts or indices.

     12. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.

     13. Purchase securities of other investment companies, except to the extent
permitted under the 1940 Act.

     14. 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 15 % of the value of the Fund's net assets would be so
invested.

                                       ***

     DREYFUS PREMIER HIGH YIELD DEBT PLUS EQUITY FUND AND DREYFUS PREMIER REAL
ESTATE MORTGAGE FUND ONLY. Each of these Funds has adopted investment
restrictions numbered 1 through 8 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 the Fund's outstanding voting shares. Investment
restrictions numbered 9 through 11 are not fundamental policies and may be
changed by vote of a majority of the Company's Board members at any time.
Neither of these Funds may:

     1. Invest more than 25% of the value of its total assets in the securities
of issuers in any single industry, provided that there shall be no limitation on
the purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. As to Dreyfus Premier Real Estate Mortgage Fund,
for purposes of this Investment Restriction, securities and instruments backed
directly or indirectly by real estate and real estate mortgages and securities
of companies engaged in the real estate business, including interests in real
estate investment trusts, are not considered an industry.

     2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

     3. Purchase, hold or deal in real estate, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that
invest or deal in real estate or real estate investment trusts or, as to Dreyfus
Premier Real Estate Mortgage Fund only, acquire and sell real estate as a result
of ownership of such securities or instruments.

     4. 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.


     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
Company's Board.


     6. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.

     7. Issue any senior security (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 2, 4, 8 and 9 may be deemed to give rise to a senior Security.

     8. 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.

     9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

     10. 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 15% of the value of the Fund's net assets would be so
invested.

     11. Purchase securities of other investment companies, except to the extent
permitted under the 1940 Act.

                                       ***

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


                            MANAGEMENT OF THE COMPANY

     The Company's Board is responsible for the management and supervision of
each Fund. The Board approves all significant agreements with those companies
that furnish services to the Fund. These companies are as follows:

     The Dreyfus Corporation..........................      Investment Adviser
     Premier Mutual Fund Services, Inc................      Distributor
     Dreyfus Transfer, Inc............................      Transfer Agent
     Mellon Bank, N.A.................................      Custodian

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

BOARD MEMBERS OF THE COMPANY


JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of the
     Board of various funds in the Dreyfus Family of Funds. He also is a
     director of The Muscular Dystrophy Association, HealthPlan Services
     Corporation, a provider of marketing, administrative and risk management
     services to health and other benefit programs, Carlyle Industries, Inc.
     (formerly, Belding Heminway Company, Inc.), a button packager and
     distributor, Century Business Services, Inc. (formerly, International
     Alliance Services, Inc.), a provider of various outsourcing functions for
     small and medium sized companies, and QuikCAT.com, Inc., a private company
     engaged in the development of high speed movement, routing, storage and
     encryption of data across all modes of data transport. For more than five
     years prior to January 1995, he was President, a director and, until August
     1994, Chief Operating Officer of the Manager and Executive Vice President
     and a director of Dreyfus Service Corporation, a wholly-owned subsidiary of
     the Manager and, until August 24, 1994, the Company's distributor. From
     August 1994 until December 31, 1994, he was a director of Mellon Financial
     Corporation. He is 56 years old and his address is 200 Park Avenue, New
     York, New York 10166.

DAVID W. BURKE, BOARD MEMBER. Board member of various funds in the Dreyfus
     Family of Funds. Chairman of the Broadcasting Board of Governors, an
     independent board within the United States Information Agency, from August
     1994 to November 1998. From August 1994 to December 31, 1994, he 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, he 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 63 years old and his address is 197 Eighth
     Street, Charleston, Massachusetts 02109.


DIANE DUNST, BOARD MEMBER. Since January 1992, President of Diane Dunst
     Promotion, Inc., a full service promotion agency. From January 1989 to
     January 1992, Director of Promotion Services, Lear's Magazine. From 1985 to
     January 1989, she was Sales Promotion Manager of Wile Magazine. She is 60
     years old and her address is 1172 Park Avenue, New York, New York 10128.

ROSALIND GERSTEN JACOBS, BOARD MEMBER. Marketing and Merchandising Consultant.
     From 1977 to 1998, she was a director of Merchandise and Marketing for
     Corporate Property Investors, a real estate investment company. From 1974
     to 1976, she was owner and manager of a merchandise and marketing
     consulting firm. Prior to 1974, she was a Vice President of Macy's, New
     York. She is 74 years old and her address is 19 East 72nd Street, New York,
     New York 10021.


JAY  I. MELTZER, BOARD MEMBER. Physician engaged in private practice
     specializing in internal medicine. He is a Clinical Professor of Medicine
     at Columbia University, College of Physicians and Surgeons; an Adjunct
     Clinical Professor of Medicine at Cornell Medical College; and a Consultant
     in Medicine at Memorial Sloan Kettering Cancer Center. He teaches in the
     section on Society and Medicine and he supervises a group of medical ethics
     Fellows. He also writes a monthly commentary on medical affairs for the
     Medical Herald. He is 71 years old and his address is 903 Park Avenue, New
     York, New York 10021.

DANIEL ROSE, BOARD MEMBER. Chairman and Chief Executive Officer of Rose
     Associates, Inc., a New York based real estate development and management
     firm. Pursuant to a Presidential appointment received in July 1994, Mr.
     Rose serves as a Director and Vice Chairman of the Baltic-American
     Enterprise Fund, which makes equity investments and loans and provides
     technical business assistance to new business concerns in the Baltic
     states. He is also President of The Harlem Educational Activities Fund,
     Inc. and was Chairman of the Housing Committee of The Real Estate Board of
     New York, Inc. He is 70 years old and his address is c/o Rose Associates,
     Inc., 200 Madison Avenue, New York, New York 10016.


WARREN B. RUDMAN, BOARD MEMBER. Since January 1993, Partner in the law firm
     Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Rudman also serves as a
     director of Prime Succession, Inc., Collins & Aikman Corporation, Chubb
     Corporation and the Raytheon Company, and as a trustee of Boston College.
     He also serves as Chairman of the President's Foreign Intelligence Advisory
     Board (from January 1994 to February 1998, as Vice Chairman) and, as a
     member of the Senior Advisory Board of the Institute of Politics of the
     Kennedy School of Government at Harvard University. From January 1981 to
     January 1993, Mr. Rudman served as a United States Senator from the State
     of New Hampshire. From January 1993 to December 1994, Mr. Rudman served as
     Chairman of the Federal Reserve Bank of Boston. He is 69 years old and his
     address is c/o Paul, Weiss, Rifkind, Wharton & Garrison, 1615 L Street,
     N.W., Suite 1300, Washington, D.C. 20036.


SANDER VANOCUR, BOARD MEMBER. Since January 1992, Mr. Vanocur has been the
     President of Old Owl Communications, a full-service communications firm.
     From May 1995 to June 1996, he was a Professional in Residence at the
     Freedom Forum in Arlington, VA, and, from January 1994 to May 1995, he
     served as a Visiting Professional Scholar at the Freedom Forum First
     Amendment Center at Vanderbilt University. From November 1989 to November
     1995, he was a Director of the Damon Runyon-Walter Winchell Cancer Research
     Fund. From June 1977 to December 1991, he was a Senior Correspondent of ABC
     News and, from October 1986 to December 1991, he was Anchor of the ABC News
     program "Business World," a weekly business program on the ABC television
     network. Mr. Vanocur joined ABC News in 1977. He is 71 years old and his
     address is 2626 Sycamore Canyon, Santa Barbara, California 93108.


     The Company has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Company, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Company for election to the
Company's Board.

     The Company typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. Emeritus Board members are
entitled to receive an annual retainer and a per meeting fee of one-half the
amount paid to them as Board members. The aggregate amount of compensation paid
to each Board member by the Company for the fiscal year ended October 31, 1999,
and by all 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, 1999, were as
follows:
<TABLE>
<CAPTION>

                                                                            TOTAL COMPENSATION FROM COMPANY
                                                                            AND FUND COMPLEX PAID
NAME OF BOARD MEMBER              AGGREGATE COMPENSATION FROM COMPANY**     TO BOARD MEMBER
- --------------------              -------------------------------------     ------------------------------

<S>                                           <C>                                <C>      <C>

Joseph S. DiMartino                           $6,250                             $642,177 (189)

David W. Burke                                $5,000                             $228,500 (59)

Diane Dunst                                   $4,500                             $ 37,750 (16)

Rosalind Gersten Jacobs                       $5,000                             $ 92,250 (44)

Jay I. Meltzer                                $4,500                             $ 37,750 (16)

Daniel Rose                                   $4,500                             $ 78,625 (31)

Warren B. Rudman                              $4,500                             $ 68,000 (25)

Sander Vanocur                                $5,000                             $ 78,625 (31)

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

*        Represents the number of separate portfolios comprising the investment
         companies in the Fund Complex, including the Funds, for which the Board
         member serves.


**       Amount does not include reimbursed expenses for attending Board
         meetings, which amounted to $887 (Dreyfus Premier Core Bond Fund), $193
         (Dreyfus Equity Income Fund), $573 (Dreyfus Premier High Yield
         Securities Fund), $21 (Dreyfus Premier High Yield Debt Plus Equity
         Fund), $228 (Dreyfus Premier Real Estate Mortgage Fund) and $2,791
         (Dreyfus Short Term High Yield Fund) for all Board members as a group.

</TABLE>


OFFICERS OF THE COMPANY


MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive Officer,
     Chief Compliance Officer and a director of the Distributor and Funds
     Distributor, Inc., the ultimate parent of which is Boston Institutional
     Group, Inc., and an officer of other investment companies advised or
     administered by the Manager. She is 42 years old.

MARGARET W. CHAMBERS, VICE PRESIDENT AND SECRETARY. Senior Vice President and
     General Counsel of Funds Distributor, Inc., and an officer of other
     investment companies advised or administered by the Manager. From August
     1996 to March 1998, she was Vice President and Assistant General Counsel
     for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was
     an associate with the law firm of Ropes & Gray. She is 40 years old.

*FREDERICK C. DEY, VICE PRESIDENT AND ASSISTANT TREASURER AND ASSISTANT
     SECRETARY. Vice President, New Business Development of Funds Distributor,
     Inc., since September 1994, and an officer of other investment companies
     advised or administered by the Manager. He is 38 years old.

STEPHANIE D. PIERCE, VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT
     TREASURER. Vice President of the Distributor and Funds Distributor, Inc.,
     and an officer of other investment companies advised or administered by the
     Manager. From April 1997 to March 1998, she was employed as a Relationship
     Manager with Citibank, N.A. From August 1995 to April 1997, she was an
     Assistant Vice President with Hudson Valley Bank, and from September 1990
     to August 1995, she was Second Vice President with Chase Manhattan Bank.
     She is 31 years old.

MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of the
     Distributor and Funds Distributor, Inc., and an officer of other investment
     companies advised or administered by the Manager. From September 1989 to
     July 1994, she was an Assistant Vice President and Client Manager for The
     Boston Company, Inc. She is 35 years old.

*GEORGE A. RIO, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice President
     and Client Service Director of Funds Distributor, Inc., and an officer of
     other investment companies advised or administered by the Manager. From
     June 1995 to March 1998, he was Senior Vice President and Senior Key
     Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was
     Director of Business Development for First Data Corporation. He is 45 years
     old.

JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
     President, Treasurer, Chief Financial Officer and a director of the
     Distributor and Funds Distributor, Inc., and an officer of other investment
     companies advised or administered by the Manager. He is 36 years old.

DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
     President of Funds Distributor, Inc., and an officer of other investment
     companies advised or administered by the Manager. He is 30 years old.

CHRISTOPHER J. KELLEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
     and Senior Associate General Counsel of the Distributor and Funds
     Distributor, Inc., and an officer of other investment companies advised or
     administered by the Manager. From April 1994 to July 1996, he was Assistant
     Counsel at Forum Financial Group. He is 35 years old.

KATHLEEN K. MORRISEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Manager of
     Treasury Services Administration of Funds Distributor, Inc., and an officer
     of other investment companies advised or administered by the Manager. From
     July 1994 to November 1995, she was a Fund Accountant for Investors Bank &
     Trust Company. She is 27 years old.

ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice President
     of Funds Distributor, Inc., and an officer of other investment companies
     advised or administered by the Manager. From March 1990 to May 1996, she
     was employed by U.S. Trust Company of New York where she held various sales
     and marketing positions. She is 38 years old.

*KAREN JACOPPO-WOOD, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President and
     Senior Counsel of Funds Distributor, Inc., since February 1997, and an
     officer of other investment companies advised or administered by the
     Manager. From June 1994 to January 1996, she was Manager of SEC
     Registration at Scudder, Stevens & Clark, Inc. She is 33 years old.


     The address of each officer of the Company is 200 Park Avenue, New York,
New York 10166, except those officers indicated by (*), whose address is 60
State Street, Boston, Massachusetts 02109.


     The Company's Board members and officers, as a group, owned less than 1% of
each Fund's voting securities outstanding on February 2, 2000.

     As of February 2, 2000, the following shareholders were known by the
Company to own of record 5% or more of the outstanding voting securities of the
indicated Fund: DREYFUS PREMIER CORE BOND FUND: Boston Safe Deposit and Trust
Company TTEE, As Agent--Omnibus Account, 1 Cabot Road, Medford, MA 02155 (5.65%
Class A shares); DREYFUS EQUITY INCOME FUND: APT Holdings Corporation, 4500 New
Linden Hill Road, Wilmington, DE 19808 (68.18%); Mark N. Jacobs and Susan R.
Jacobs JTWROS, Short Hills, NJ 07078 (6.50%); DREYFUS PREMIER HIGH YIELD
SECURITIES FUND: Charles Schwab & Co. Inc., Reinvest Account, 101 Montgomery
Street, San Francisco, CA 94104 (19.16% Class A shares); Charles Schwab & Co.
Inc., Cash Account, 101 Montgomery Street, San Francisco, CA 94104 (13.32% Class
A shares); DREYFUS SHORT TERM HIGH YIELD FUND: Charles Schwab & Co. Inc.,
Reinvest Account, 101 Montgomery Street, San Francisco, CA 94104 (11.03%);
DREYFUS PREMIER REAL ESTATE MORTGAGE FUND: MBCIC, c/o Mellon Bank, N.A., 919 N.
Market Street, Wilmington, DE 19801 (82.25% Class A shares); Donaldson Lufkin
Jenrette Securities Corporation Inc., P.O. Box 2052, Jersey City, NJ 07303
(74.02% Class B shares); First Union Securities, Inc. F/B/O Steven Barlevi, 111
East Kilbourn Avenue, Milwaukee, WI 53202 (9.19% Class B shares); PaineWebber
Incorporated F/B/O Michael Mynsberge, P.O. Box 3321, Weehawken, NJ 07087 (7.65%
Class B shares); Bear Stearns Securities Corp. F/B/O 486-04892-12, 1 Metrotech
Center North, Brooklyn, NY 11201 (7.56% Class B shares); Bear Stearns Securities
Corp. F/B/O 486-04602-13, 1 Metrotech Center North, Brooklyn, NY 11201 (70.34%
Class C shares); Premier Mutual Fund Services, Inc., 60 State Street, Boston, MA
02109 (29.67% Class C shares and 100% Class T shares); MAC & Co., P.O. Box
534005, Pittsburgh, PA 15253 (99.61% Class R shares); and DREYFUS PREMIER HIGH
YIELD DEBT PLUS EQUITY FUND: MBCIC, c/o Mellon Bank, N.A., 919 N. Market Street,
Wilmington, DE 19801 (83.48% Class A shares, 34.04% Class B shares, 32.99% Class
C shares and 100% Class T shares); Merrill Lynch Pierce Fenner & Smith, for the
Sole Benefit of its Customers, 4800 Deer Lake Drive, Jacksonville, FL 32246
(36.23% Class B shares and 17.75% Class C shares); PaineWebber Incorporated
F/B/O Hersey Hawkins and Jennifer Hawkins JTWROS, P.O. Box 43973, Detroit, MI
48243 (12.94% Class C shares); PaineWebber Incorporated F/B/O Jerre S. Sachs, 34
Dexter Avenue, Sandwich, MA 02563 (6.04% Class C shares); PaineWebber
Incorporated F/B/O Christie L. Helm TTEE of Christie L. Helm Trust (UA DTD
1/12/98), P.O. Box 6711, Big Bear Lake, CA 92315 (6.02% Class C shares); and
Prudential Securities, Inc. F/B/O Allen Bruce Craig & Thelma Diane Craig JTTEN,
17118 SE 47th CT, Bellevue, WA 98006 (5.09% Class C shares). A shareholder who
beneficially owns, directly or indirectly, more than 25% of a Fund's voting
securities may be deemed a "control person" (as defined in the 1940 Act) of the
Fund.



                             MANAGEMENT ARRANGEMENTS

     INVESTMENT ADVISER. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). 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.

     The Manager provides management services pursuant to the Management
Agreement (the "Agreement") between the Company and the Manager. As to each
Fund, the Agreement is subject to annual approval by (i) the Company's Board or
(ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of such Fund, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Company or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval. As to each Fund,
the Agreement is terminable without penalty, on 60 days' notice, by the
Company's Board or by vote of the holders of a majority of such Fund's shares,
or, on not less than 90 days' notice, by the Manager. The 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:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Thomas F. Eggers, Vice-Chairman--Institutional and a director;
Lawrence S. Kash, Vice Chairman; Ronald P. O'Hanley III, Vice Chairman; J. David
Officer, Vice Chairman and a director; William T. Sandalls, Jr., Executive Vice
President; Stephen R. Byers, Senior Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice
President--Product Development; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Ray Van Cott,
Vice President--Information Systems; Theodore A. Schachar, Vice President--Tax;
Wendy Strutt, Vice President; Richard Terres, Vice President; William H.
Maresca, Controller; James Bitetto, Assistant Secretary; Steven F. Newman,
Assistant Secretary; and Mandell L. Berman, Burton Borgelt, Steven G. Elliott,
Martin C. McGuinn, Richard W. Sabo, and Richard F. Syron, directors.

     The Manager manages each Fund's investments in accordance with the stated
policies of such Fund, subject to the approval of the Company's Board. The
Manager is responsible for investment decisions, and provides the Funds with
portfolio managers who are authorized by the Board to execute purchases and
sales of securities. The portfolio managers for Dreyfus Equity Income Fund are
Timothy Ghriskey and Douglas Ramos. Michael Hoeh, Roger King, John Koerber, and
Gerald E. Thunelius each are portfolio managers for Dreyfus Premier Core Bond
Fund, Dreyfus Premier High Yield Securities Fund, Dreyfus Premier High Yield
Debt Plus Equity Fund, Dreyfus Premier Real Estate Mortgage Fund, and Dreyfus
Short Term High Yield Fund. 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.


     Mellon Bank, N.A., the Manager's parent, and its affiliates may have
deposit, loan and commercial banking or other relationships with the issuers of
securities purchased by a Fund. The Manager has informed the Company that in
making its investment decisions it does not obtain or use material inside
information that Mellon Bank, N.A. or its affiliates may possess with respect to
such issuers.

     The Manager has a personal securities trading policy (the "Policy") which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by the Manager's employees does not
disadvantage any fund managed by the Manager. Under the Policy, the Manager's
employees must preclear personal transactions in securities not exempt under the
Policy. In addition, the Manager's employees must report their personal
securities transactions and holdings, which are reviewed for compliance with the
Policy. In that regard, the Manager's portfolio managers and other investment
personnel also are subject to the oversight of Mellon's Investment Ethics
Committee. Portfolio managers and other investment personnel of the Manager who
comply with the Policy's preclearance and disclosure procedures and the
requirements of the Committee may be permitted to purchase, sell or hold
securities which also may be or are held in fund(s) they manage or for which
they otherwise provide investment advice.

     The Manager maintains office facilities on behalf of the Funds, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Company. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not including
the management fees paid by the Funds. The Distributor may use part or all of
such payments to pay Service Agents (as defined below) in respect of these
services. 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 the Company are borne by the
Company, except to the extent specifically assumed by the Manager. The expenses
borne by the Company include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members who are not
officers, directors, employees or holders of 5% or more of the outstanding
voting securities of the Manager or any of its affiliates, 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 Company's existence, costs of independent
pricing services, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders, costs of shareholders' reports
and meetings, and any extraordinary expenses. Also, Class B, Class C and Class T
shares of each of the Dreyfus Premier Funds are subject to an annual
distribution fee, and Class A, Class B, Class C and Class T shares of each of
the Dreyfus Premier Funds and shares of each other Fund are subject to an annual
service fee. See "Distribution Plan and Shareholder Services Plan." Expenses
attributable to a particular Fund are charged against the assets of that Fund;
other expenses of the Company are allocated among the Funds on the basis
determined by the Board, including, but not limited to, proportionately in
relation to the net assets of each Fund.


         As compensation for the Manager's services to the Company, the Company
has agreed to pay the Manager a monthly management fee at the annual rate of
0.75% of the value of the average daily net assets of each of Dreyfus Equity
Income Fund and Dreyfus Premier High Yield Debt Plus Equity Fund, 0.65% of the
value of the average daily net assets of each of Dreyfus Premier Real Estate
Mortgage Fund, Dreyfus Premier High Yield Securities Fund and Dreyfus Short Term
High Yield Fund, and 0.60% of the value of Dreyfus Premier Core Bond Fund's
average daily net assets. For the fiscal years and/or periods ended October 31,
1997, 1998 and 1999, the management fees payable by each indicated Fund, the
amounts waived by the Manager, and the actual net fees paid by each Fund, were
as follows:


<TABLE>
<CAPTION>
Name of Fund                Management Fee Payable                  Reduction in Fee                    Net Fee Paid
- -----------------    --------------------------------------    ----------------------------    --------------------------------
                        1997         1998         1999           1997      1998     1999       1997        1998         1999
                        ----         ----         ----           ----      ----     ----       ----        ----         ----

<S>                  <C>           <C>          <C>               <C>       <C>      <C>       <C>          <C>          <C>

Dreyfus Premier      $1,670,431    $1,726,911   $1,658,341        $0        $0       $0        $1,670,431   $1,726,911   $1,658,341
Core Bond Fund


Dreyfus Equity          $27,673       $35,187      $36,753       $27,673   $35,187  $36,753       $0         $0            $0
Income Fund

Dreyfus Premier        $425,180    $1,188,069     $999,216      $279,698    $0       $0          $145,492   $1,188,069    $999,216
High Yield
Securities Fund

Dreyfus Premier           N/A         $23,351(2)   $81,082         N/A     $23,351  $81,082       N/A        $0            $0
High Yield Debt
Plus Equity Fund

Dreyfus Premier       $ 5,784(1)      $82,802      $86,712      $ 5,784    $82,802  $86,712        $0        $0            $0
Real Estate
Mortgage Fund

Dreyfus Short        $527,739      $1,289,838   $1,115,088      $ 15,583    $0       $0          $511,886   $1,289,838   $1,115,088
Term High Yield
Fund
- ---------------------------

(1)   For the period September 30, 1997 (commencement of operations) through October 31, 1997.
(2)   For the period June 29, 1998 (commencement of operations) through October 31, 1998.
</TABLE>

     As to each Fund, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, 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
the expense limitation of any state having jurisdiction over the Fund, the Fund
may deduct from the payment to be made to the Manager under the Agreement, or
the Manager will bear, such excess expense. Such deduction or payment, if any,
will be estimated daily, and reconciled and effected or paid, as the case may
be, on a monthly basis.

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

     DISTRIBUTOR. Premier Mutual Fund Services, Inc., located at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor on a best
efforts basis pursuant to an agreement with the Company which is renewable
annually.


     With respect to Dreyfus Premier High Yield Debt Plus Equity Fund, for the
fiscal years ended October 31, 1998 and 1999, no amounts were retained by the
Distributor from sales loads on Class A and Class T shares and $0 and $1,137,
respectively, was retained from contingent deferred sales charges ("CDSC") on
Class B shares and $645 and $218, respectively, was retained from the CDSC on
Class C shares. With respect to Dreyfus Premier Real Estate Mortgage Fund for
such periods, no amounts were retained by the Distributor from sales loads on
Class A and Class T shares or the CDSC on Class B and Class C shares. Dreyfus
Premier Core Bond Fund and Dreyfus Premier High Yield Securities Fund did not
offer multiple Classes of shares during such periods.


     The Distributor may pay dealers a fee based on the amount invested through
such dealers in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Generally, the fee paid
to dealers will not exceed 1% of the amount invested through such dealers. The
Distributor, however, may pay dealers a higher fee and reserves the right to
cease paying these fees at any time. The Distributor will pay such fees from its
own funds, other than amounts received from a Fund, including past profits or
any other source available to it.

     The Distributor, at its expense, may provide promotional incentives to
dealers that sell shares of funds advised by the Manager which are sold with a
sales load, such as the Dreyfus Premier Funds. In some instances, those
incentives may be offered only to certain dealers who have sold or may sell
significant amounts of shares.

     Pursuant to an agreement between Dreyfus Service Corporation and the
Distributor, Dreyfus Service Corporation assumed the Distributor's
responsibility for paying commissions to Service Agents for selling Fund shares.
The proceeds of the CDSC and the Distribution Plan fees, in part, are paid to
Dreyfus Service Corporation to defray these expenses.

     TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. Dreyfus Transfer,
Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the Manager, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Company's transfer and
dividend disbursing agent. Under a transfer agency agreement with the Company,
the Transfer Agent arranges for the maintenance of shareholder account records
for each 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 each Fund during the
month, and is reimbursed for certain out-of-pocket expenses.

     Mellon Bank, N.A. (the "Custodian"), the Manager's parent, One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258, acts as custodian of the investments of
each Fund. Under a custody agreement with the Company, the Custodian holds each
Fund's securities and keeps all necessary accounts and records. For its custody
services, the Custodian receives a monthly fee based on the market value of the
Funds' assets held in custody and receives certain securities transactions
charges.


                                HOW TO BUY SHARES

APPLICABLE TO ALL FUNDS, EXCEPT THE DREYFUS PREMIER FUNDS

     GENERAL. Fund shares are sold without a sales charge. You may be charged a
fee if you effect transactions in Fund shares through a securities dealer, bank
or other financial institution. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.

     The minimum initial investment is $2,500, or $1,000 if you are a client of
a securities dealer, bank or other financial institution which maintains an
omnibus account in the Fund and has made an aggregate minimum initial purchase
for its customers of $2,500. Subsequent investments must be at least $100.
However, the minimum initial investment is $750 for Dreyfus-sponsored Keogh
Plans, IRAs (including regular IRAs, spousal IRAs for a non-working spouse, Roth
IRAs, IRAs set up under a Simplified Employee Pension Plan ("SEP-IRAs"), and
rollover IRAs) and 403(b)(7) Plans with only one participant and $500 for
Dreyfus-sponsored Education IRAs, with no minimum for subsequent purchases. The
initial investment must be accompanied by the Account Application. For full-time
or part-time employees of the Manager or any of its affiliates or subsidiaries,
directors of the Manager, Board members of a fund advised by the Manager,
including members of the Company's Board, or the spouse or minor child of any of
the foregoing, the minimum initial investment is $1,000. For full-time or
part-time employees of the Manager or any of its affiliates or subsidiaries who
elect to have a portion of their pay directly deposited into their Fund
accounts, the minimum initial investment is $50. The Fund reserves the right to
offer Fund shares without regard to minimum purchase requirements to employees
participating in certain qualified or non-qualified employee benefit plans or
other programs where contributions or account information can be transmitted in
a manner and form acceptable to the Fund. 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 Builder(R), 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.

     Shares are sold on a continuous basis at the net asset value per share next
determined after an order in proper form is received by the Transfer Agent or
other entity authorized to receive orders on behalf of the Fund. Net asset value
per share is determined as of the close of trading on the floor of the New York
Stock Exchange (currently 4:00 p.m., New York time) on each day the New York
Stock Exchange or the Transfer Agent is open for business. For purposes of
computing net asset value per share, options 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 Fund's net assets (i.e., the
value of its assets less liabilities) by the total number of shares outstanding.
The Fund's investments are valued based on market value or, where market
quotations are not readily available, based on fair market value as determined
in good faith by the Fund's Board. For further information regarding the methods
employed in valuing the Fund's investments, see "Determination of Net Asset
Value."

     For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution could
be held liable for resulting fees and/or losses.

APPLICABLE TO THE DREYFUS PREMIER FUNDS ONLY


     GENERAL. Class A shares, Class B shares, Class C shares, and Class T shares
(except for Dreyfus Premier Core Bond Fund which does not offer Class T) of each
Dreyfus Premier Fund may be purchased only by clients of certain financial
institutions (which may include banks), securities dealers ("Selected Dealers")
and other industry professionals (collectively, "Service Agents"), except that
full-time or part-time employees the Manager or any of its affiliates or
subsidiaries, directors of the Manager, Board members of a fund advised by the
Manager, including members of the Company's Board, or the spouse or minor child
of any of the foregoing may purchase Class A shares directly through the
Distributor. Subsequent purchases may be sent directly to the Transfer Agent or
your Service Agent.

     Dreyfus Premier Real Estate Mortgage Fund and Dreyfus Premier Core Bond
Fund offer Class R shares to institutional investors acting for themselves or in
a fiduciary, advisory, agency, custodial or similar capacity for qualified or
non-qualified employee benefit plans, including pension, profit-sharing,
SEP-IRAs and other deferred compensation plans, whether established by
corporations, partnerships, non-profit entities or state and local governments
("Retirement Plans"). The term "Retirement Plans" does not include IRAs or IRA
"Rollover Accounts." Class R shares may be purchased for a Retirement Plan only
by a custodian, trustee, investment manager or other entity authorized to act on
behalf of such Retirement Plan. Institutions effecting transactions in Class R
shares for the accounts of their clients may charge their clients direct fees in
connection with such transactions.


     When purchasing Dreyfus Premier Fund shares, you must specify which Class
is being purchased. Stock certificates are issued only upon your written
request. No certificates are issued for fractional shares. The Company reserves
the right to reject any purchase order.

     Service Agents may receive different levels of compensation for selling
different Classes of shares. Management understands that some Service Agents may
impose certain conditions on their clients which are different from those
described in the relevant Fund's Prospectus and this Statement of Additional
Information, and, to the extent permitted by applicable regulatory authority,
may charge their clients direct fees. You should consult your Service Agent in
this regard.

     The minimum initial investment is $1,000. Subsequent investments must be at
least $100. However, the minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans
with only one participant and $500 for Dreyfus-sponsored Education IRAs, with no
minimum for subsequent purchases. The initial investment must be accompanied by
the Account Application. The Company reserves the right to offer Fund shares
without regard to minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or other programs
where contributions or account information can be transmitted in a manner and
form acceptable to the Company. The Company reserves the right to vary further
the initial and subsequent investment minimum requirements at any time.

     The Code imposes various limitations on the amount that may be contributed
to certain Retirement Plans. These limitations apply with respect to
participants at the plan level and, therefore, do not directly affect the amount
that may be invested in a Fund by a Retirement Plan. Participants and plan
sponsors should consult their tax advisers for details.

     Fund shares also may be purchased through Dreyfus-AUTOMATIC Asset
Builder(R), Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan 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.

     Fund shares are sold on a continuous basis. Net asset value per share is
determined as of the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), on each day the New York Stock
Exchange is open for business. For purposes of determining net asset value,
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
of each Class is computed by dividing the value of the Fund's net assets
represented by such Class (i.e., the value of its assets less liabilities) by
the total number of shares of such Class outstanding. Each Fund's investments
are valued based on market value or, where market quotations are not readily
available, based on fair value as determined in good faith by the Company's
Board. For further information regarding the methods employed in valuing the
Funds' investments, see "Determination of Net Asset Value."

     If an order is received in proper form by the Transfer Agent or other
entity authorized to receive orders on behalf of the Fund by the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New
York time) on a business day, Fund shares will be purchased at the public
offering price determined as of the close of trading on the floor of the New
York Stock Exchange on that day. Otherwise, Fund shares will be purchased at the
public offering price determined as of the close of trading on the floor of the
New York Stock Exchange on the next business day, except where shares are
purchased through a dealer as provided below.

     Orders for the purchase of Fund shares received by dealers by the close of
trading on the floor of the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee by the close of its business day
(normally 5:15 p.m., New York time) will be based on the public offering price
per share determined as of the close of trading on the floor of the New York
Stock Exchange on that day. Otherwise, the orders will be based on the next
determined public offering price. It is the dealer's responsibility to transmit
orders so that they will be received by the Distributor or its designee before
the close of its business day. For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of Fund shares may be
transmitted, and must be received by the Transfer Agent, within three business
days after the order is placed. If such payment is not received within three
business days after the order is placed, the order may be canceled and the
institution could be held liable for resulting fees and/or losses.


     CLASS A SHARES. The public offering price for Class A shares of Dreyfus
Premier High Yield Securities Fund, Dreyfus Premier High Yield Debt Plus Equity
Fund and Dreyfus Premier Real Estate Mortgage Fund is the net asset value per
share of that Class plus, except for shareholders beneficially owning Class A
shares of Dreyfus Premier Real Estate Mortgage Fund or Dreyfus Premier High
Yield Securities Fund on December 24, 1998 or February 29, 2000, respectively, a
sales load as shown below:

<TABLE>
<CAPTION>

                                                    TOTAL SALES LOAD CLASS A SHARES
                                                   --------------- ---- --------------      ---------------------------
                                                     AS A % OF            AS A % OF                  DEALERS'
AMOUNT OF TRANSACTION                                 OFFERING            NET ASSET                REALLOWANCE
                                                     PRICE PER            VALUE PER                 AS A % OF
                                                       SHARE                SHARE                 OFFERING PRICE
                                                   ---------------      --------------      ---------------------------
<S>       <C>                                           <C>                  <C>                       <C>
Less than $50,000...........................            5.75                 6.10                      5.00
$50,000 to less than $100,000...............            4.50                 4.70                      3.75
$100,000 to less than $250,000..............            3.50                 3.60                      2.75
$250,000 to less than $500,000..............            2.50                 2.60                      2.25
$500,000 to less than $1,000,000............            2.00                 2.00                      1.75
$1,000,000 or more..........................            -0-                  -0-                        -0-
</TABLE>


     The public offering price for Class A shares of Dreyfus Premier Core Bond
Fund is the net asset value per share of that Class plus, except for
shareholders beneficially owning Class A shares of Dreyfus Premier Core Bond
Fund on February 29, 2000, a sales load as shown below:


<TABLE>
<CAPTION>


                                                    TOTAL SALES LOAD CLASS A SHARES
                                                  --------------- -- -----------------     -------------------
                                                    AS A % OF          AS A % OF               DEALERS'
AMOUNT OF TRANSACTION                                OFFERING         NET ASSET              REALLOWANCE
                                                    PRICE PER          VALUE PER              AS A % OF
                                                      SHARE             SHARE                OFFERING PRICE
                                                  ---------------    -----------------     -------------------
<S>                                                   <C>                 <C>                    <C>
Less than $50,000...........................           4.50                4.70                   4.25
$50,000 to less than $100,000...............           4.00                4.20                   3.75
$100,000 to less than $250,000..............           3.00                3.10                   2.75
$250,000 to less than $500,000..............           2.50                2.60                   2.25
$500,000 to less than $1,000,000............           2.00                2.00                   1.75
$1,000,000 or more..........................           -0-                 -0-                    -0-

</TABLE>



     For shareholders of Dreyfus Premier Real Estate Mortgage Fund, Dreyfus
Premier Core Bond Fund or Dreyfus Premier High Yield Securities Fund who
beneficially owned Class A shares of the Fund on December 24, 1998, February 29,
2000 or February 29, 2000, respectively, the public offering price for Class A
shares of Dreyfus Premier Real Estate Mortgage Fund, Dreyfus Premier Core Bond
Fund or Dreyfus Premier High Yield Securities Fund, respectively, is the net
asset value per share of that Class.

     A CDSC of 1% will be assessed at the time of redemption of Class A shares
purchased without an initial sales charge as part of an investment of at least
$1,000,000 and redeemed within one year of purchase. This provision does not
apply to a shareholder of Dreyfus Premier Real Estate Mortgage Fund, Dreyfus
Premier Core Bond Fund or Dreyfus Premier High Yield Securities Fund who owned
Class A shares of the Fund on December 24, 1998, February 29, 2000 or February
29, 2000, respectively. Pursuant to an agreement with the Distributor, Dreyfus
Service Corporation may pay Service Agents an amount up to 1% of the net asset
value of Class A shares purchased by their clients that are subject to a CDSC.


     The scale of sales loads applies to purchases of Class A shares made by any
"purchaser," which term includes an individual and/or spouse purchasing
securities for his, her or their own account or for the account of any minor
children, or a trustee or other fiduciary purchasing securities for a single
trust estate or a single fiduciary account trust estate or a single fiduciary
account (including a pension, profit-sharing, or other employee benefit trust
created pursuant to a plan qualified under Section 401 of the Code) although
more than one beneficiary is involved; or a group of accounts established by or
on behalf of the employees of an employer or affiliated employers pursuant to an
employee benefit plan or other program (including accounts established pursuant
to Sections 403(b), 408(k), and 457 of the Code); or an organized group which
has been in existence for more than six months, provided that it is not
organized for the purpose of buying redeemable securities of a registered
investment company and provided that the purchases are made through a central
administration or a single dealer, or by other means which result in economy of
sales effort or expense.

     Set forth below is an example of the method of computing the offering price
of Class A shares of the Dreyfus Premier Funds. The example assumes a purchase
of Class A shares of the relevant Dreyfus Premier Fund aggregating less than
$50,000, subject to the schedule of sales charges set forth above at a price
based upon the net asset value of the Fund's Class A shares as of October 31,
1999:

<TABLE>
<CAPTION>



                                                     DREYFUS PREMIER                         DREYFUS PREMIER
                                                     HIGH YIELD         DREYFUS PREMIER      HIGH YIELD         DREYFUS PREMIER
                                                     DEBT PLUS          REAL ESTATE          SECURITIES         CORE BOND
                                                     EQUITY FUND        MORTGAGE FUND        FUND               FUND
                                                     -----------        -------------        ----------         ---------------
<S>                                                     <C>                    <C>                 <C>             <C>
Net Asset Value per Share..........................     $12.77                 $11.25              $11.52          $14.31
Per Share Sales Charge
     Class A--5.75% of offering price
     (6.10% of net asset value per share).........     $  0.78                 $ 0.69              $ 0.70            --
     Class A--4.50% of offering price (4.70% of
     net asset value per share) ..................        --                     --                  --            $ 0.67
                                                      --------               --------            --------          ------
Per Share Offering Price to the Public............      $13.55                 $11.94              $12.22          $14.98

</TABLE>

     Full-time employees of NASD member firms and full-time employees of other
financial institutions which have entered into an agreement with the Distributor
pertaining to the sale of Fund shares (or which otherwise have a brokerage
related or clearing arrangement with an NASD member firm or financial
institution with respect to the sale of such shares) may purchase Class A shares
for themselves directly or pursuant to an employee benefit plan or other
program, or for their spouses or minor children, at net asset value, provided
they have furnished the Distributor with such information as it may request from
time to time in order to verify eligibility for this privilege. This privilege
also applies to full-time employees of financial institutions affiliated with
NASD member firms whose full-time employees are eligible to purchase Class A
shares at net asset value. In addition, Class A shares are offered at net asset
value to full-time or part-time employees of the Manager or any of its
affiliates or subsidiaries, directors of the Manager, Board members of a fund
advised by the Manager, including members of the Company's Board, or the spouse
or minor child of any of the foregoing.


     Class A shares are offered at net asset value without a sales load to
employees participating in Eligible Benefit Plans. Class A shares also may be
purchased (including by exchange) at net asset value without a sales load for
Dreyfus-sponsored IRA "Rollover Accounts" with the distribution proceeds from a
qualified retirement plan or a Dreyfus-sponsored 403(b)(7) plan, provided, at
the time of such distribution, such qualified retirement plan or
Dreyfus-sponsored 403(b)(7) plan (a) met the requirements of an Eligible Benefit
Plan and all or a portion of such plan's assets were invested in funds in the
Dreyfus Premier Family of Funds or the Dreyfus Family of Funds, or certain funds
advised by Founders Asset Management LLC ("Founders"), an affiliate of the
Manager, or certain other products made available by the Distributor to such
plans, or (b) invested all of its assets in certain funds in the Dreyfus Premier
Family of Funds or the Dreyfus Family of Funds, or certain funds advised by
Founders, or certain other products made available by the Distributor to such
plans.


     Class A shares may be purchased at net asset value through certain
broker-dealers and other financial institutions which have entered into an
agreement with the Distributor, which includes a requirement that such shares be
sold for the benefit of clients participating in a "wrap account" or a similar
program under which such clients pay a fee to such broker-dealer or other
financial institution.


     Class A shares of Dreyfus Premier Core Bond Fund also may be purchased at
net asset value, subject to appropriate documentation, through a broker-dealer
or other financial institution with the proceeds from the redemption of shares
of a registered open-end management investment company not managed by the
Manager or its affiliates. The purchase of Class A shares of such Fund must be
made within 60 days of such redemption and the shares redeemed must have been
subject to an initial sales charge or a contingent deferred sales charge.


     Class A shares also may be purchased at net asset value, subject to
appropriate documentation, by (i) qualified separate accounts maintained by an
insurance company pursuant to the laws of any State or territory of the United
States, (ii) a State, county or city or instrumentality thereof, (iii) a
charitable organization (as defined in Section 501(c)(3) of the Code) investing
$50,000 or more in Fund shares, and (iv) a charitable remainder trust (as
defined in Section 501(c)(3) of the Code).

     CLASS B SHARES. The public offering price for Class B shares is the net
asset value per share of that Class. No initial sales charge is imposed at the
time of purchase. A CDSC is imposed, however, on certain redemptions of Class B
shares as described in the relevant Dreyfus Premier Fund's Prospectus and in
this Statement of Additional Information under "How to Redeem Shares--Contingent
Deferred Sales Charge--Class B Shares." Pursuant to an agreement with the
Distributor, Dreyfus Service Corporation compensates certain Service Agents for
selling Class B shares at the time of purchase from Dreyfus Service
Corporation's own assets. The proceeds of the CDSC and the Distribution Plan
fee, in part, are used to defray these expenses.

     Approximately six years after the date of purchase, Class B shares
automatically will convert to Class A shares, based on the relative net asset
values for shares of each such Class. Class B shares that have been acquired
through the reinvestment of dividends and distributions will be converted on a
pro rata basis together with other Class B shares, in the proportion that a
shareholder's Class B shares converting to Class A shares bears to the total
Class B shares not acquired through the reinvestment of dividends and
distributions.

     CLASS C SHARES. The public offering price for Class C shares is the net
asset value per share of that Class. No initial sales charge is imposed at the
time of purchase. A CDSC is imposed, however, on redemptions of Class C shares
made within the first year of purchase. See "Class B Shares" above and "How to
Redeem Shares."

     CLASS R SHARES. The public offering for Class R shares is the net asset
value per share of that Class.

     CLASS T SHARES. The public offering price for Class T shares is the net
asset value per share of that Class plus a sales load as shown below:

<TABLE>
<CAPTION>

                                                    TOTAL SALES LOAD CLASS T SHARES
                                                  --------------- -- -----------------     -------------------
                                                    AS A % OF           AS A % OF               DEALERS'
AMOUNT OF TRANSACTION                                OFFERING        NET ASSET VALUE          REALLOWANCE
- ---------------------
                                                    PRICE PER           PER SHARE              AS A % OF
                                                      SHARE                                  OFFERING PRICE
                                                  ---------------    -----------------     -------------------
<S>                                                   <C>                 <C>                    <C>
Less than $50,000...........................           4.50                4.70                   4.00
$50,000 to less than $100,000...............           4.00                4.20                   3.50
$100,000 to less than $250,000..............           3.00                3.10                   2.50
$250,000 to less than $500,000..............           2.00                2.00                   1.75
$500,000 to less than $1,000,000............           1.50                1.50                   1.25
$1,000,000 or more..........................           -0-                 -0-                    -0-
</TABLE>

     There is no initial sales charge on purchases of $1,000,000 or more of
Class T shares. However, if you purchase Class T shares without an initial sales
charge as part of an investment of at least $1,000,000 and redeem all or a
portion of those shares within one year of purchase, a CDSC of 1% will be
assessed at the time of redemption. Pursuant to an agreement with the
Distributor, Dreyfus Service Corporation may pay Service Agents an amount up to
1% of the net asset value of Class T shares purchased by their clients that are
subject to a CDSC. Because the expenses associated with Class A shares will be
lower than those associated with Class T shares, purchasers investing $1,000,000
or more in a Dreyfus Premier Fund (assuming ineligibility to purchase Class R
shares with respect to Dreyfus Premier Real Estate Mortgage Fund) generally will
find it beneficial to purchase Class A shares rather than Class T shares.

     The scale of sales loads applies to purchases of Class T shares made by any
"purchaser," as defined above under "Class A Shares."


     Set forth below is an example of the method of computing the offering price
of Class T shares of the Dreyfus Premier Funds offering Class T shares. The
example assumes a purchase of Class T shares of the relevant Dreyfus Premier
Fund aggregating less than $50,000, subject to the schedule of sales charges set
forth above at a price based upon the net asset value of the Fund's Class T
shares (or Class A shares with respect to Dreyfus Premier High Yield Securities
Fund) as of October 31, 1999:


<TABLE>
<CAPTION>

                                                                                                         DREYFUS
                                                                                                         PREMIER
                                                             DREYFUS PREMIER HIGH   DREYFUS PREMIER      HIGH YIELD
                                                             YIELD DEBT PLUS        REAL ESTATE          SECURITIES
                                                             EQUITY FUND            MORTGAGE FUND        FUND
                                                             --------------------   ----------------     -----------
<S>                                                          <C>                     <C>                  <C>

Net Asset Value per Share..............................      $12.79                  $11.24               $11.52
Per Share Sales Charge
     Class T--4.50% of offering price
     (4.70% of net asset value per share)..............      $  0.60                 $  0.53              $  0.54
                                                             -------                 -------              -------
Per Share Offering Price to the Public.................      $13.39                 $11.77               $12.06
</TABLE>

     Class T shares are offered at net asset value without a sales load to
employees participating in Eligible Benefit Plans. Class T shares also may be
purchased (including by exchange) at net asset value without a sales load for
Dreyfus-sponsored IRA "Rollover Accounts" with the distribution proceeds from a
qualified retirement plan or a Dreyfus-sponsored 403(b)(7) plan, provided, at
the time of such distribution, such qualified retirement plan or
Dreyfus-sponsored 403(b)(7) plan (a) met the requirements of an Eligible Benefit
Plan and all or a portion of such plan's assets were invested in funds in the
Dreyfus Premier Family of Funds or the Dreyfus Family of Funds, or certain funds
advised by Founders, or certain other products made available by the Distributor
to such plans, or (b) invested all of its assets in certain funds in the Dreyfus
Premier Family of Funds or the Dreyfus Family of Funds, or certain funds advised
by Founders, or certain other products made available by the Distributor to such
plans.

     Class T shares of Dreyfus Premier High Yield Securities Fund, Dreyfus
Premier High Yield Debt Plus Equity Fund and Dreyfus Premier Real Estate
Mortgage Fund also may be purchased at net asset value, subject to appropriate
documentation, through a broker-dealer or other financial institution with the
proceeds from the redemption of shares of a registered open-end management
investment company not managed by the Manager or its affiliates. The purchase of
Class T shares of such Funds must be made within 60 days of such redemption and
the shares redeemed must have been subject to an initial sales charge or a
contingent deferred sales charge.

     RIGHT OF ACCUMULATION--CLASS A OR CLASS T SHARES. Reduced sales loads apply
to any purchase of Class A and Class T shares, shares of other funds in the
Dreyfus Premier Family of Funds which are sold with a sales load, shares of
certain other funds advised by the Manager or Founders which are sold with a
sales load and shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any related
"purchaser" as defined above, where the aggregate investment, including such
purchase, is $50,000 or more. If, for example, you previously purchased and
still hold Class A or Class T shares of a Dreyfus Premier Fund, or shares of any
other Eligible Fund, or combination thereof, with an aggregate current market
value of $40,000 and subsequently purchase Class A or Class T shares of such
Fund having a current value of $20,000, the sales load applicable to the
subsequent purchase would be reduced to 4.50% of the offering price in the case
of Class A shares, or 4.00% of the offering price in the case of Class T shares.
All present holdings of Eligible Funds may be combined to determine the current
offering price of the aggregate investment in ascertaining the sales load
applicable to each subsequent purchase. Class A shares of Dreyfus Premier Core
Bond Fund are subject to a different sales load schedule as described above.


     To qualify at the time of purchase you or your Service Agent must notify
the Distributor if orders are made by wire, or the Transfer Agent if orders are
made by mail. The reduced sales load is subject to confirmation of your holdings
through a check of appropriate records.

APPLICABLE TO ALL FUNDS

     DREYFUS TELETRANSFER PRIVILEGE. You may purchase shares 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 ("ACH")
member may be so designated.

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

     REOPENING AN ACCOUNT. You may reopen an account with a minimum investment
of $100 without filing a new Account Application during the calendar year the
account is closed or during the following calendar year, provided the
information on the old Account Application is still applicable.


                 DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN

     Class B, Class C and Class T shares of each Dreyfus Premier Fund are
subject to a Distribution Plan, and Class A, Class B, Class C and Class T shares
of each Dreyfus Premier Fund and the shares of each other Fund are subject to a
Shareholder Services Plan.


     DISTRIBUTION PLAN. (Dreyfus Premier Funds only) Rule 12b-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
Company's Board has adopted such a plan (the "Distribution Plan") with respect
to Class B, Class C and Class T shares of each Dreyfus Premier Fund pursuant to
which the Fund pays the Distributor for distributing such shares at an annual
rate of 0.50% of the value of the average daily net assets of Class B shares of
Dreyfus Premier Core Bond Fund and 0.75% of the value of the average daily net
assets of Class B shares of each other Dreyfus Premier Fund and of Class C
shares of each Dreyfus Premier Fund, and 0.25% of the value of the average daily
net assets of Class T shares. The Company's Board believes that there is a
reasonable likelihood that the Distribution Plan will benefit the Fund and the
holders of its Class B, Class C and Class T shares.


     A quarterly report of the amounts expended under the Distribution Plan, and
the purposes for which such expenditures were incurred, must be made to the
Board for its review. In addition, the Distribution Plan provides that it may
not be amended to increase materially the costs which holders of Class B, Class
C, or Class T shares may bear pursuant to the Distribution Plan without the
approval of the holders of such shares and that other material amendments of the
Distribution 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 Company and
have no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreements entered into in connection with the
Distribution Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Distribution Plan is subject to annual approval
by such vote of the Board cast in person at a meeting called for the purpose of
voting on the Distribution Plan. As to the relevant Class of shares of the Fund,
the Distribution Plan may be terminated at any time by vote of a majority of the
Board members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Distribution Plan or in any
agreements entered into in connection with the Distribution Plan or by vote of
the holders of a majority of such Class of shares.


     For the fiscal year ended October 31, 1999, Class B, Class C and Class T
shares of Dreyfus Premier High Yield Debt Plus Equity Fund paid $35,076, $7,996
and $2,483, respectively, and Class B, Class C and Class T shares of Dreyfus
Premier Real Estate Mortgage Fund paid $216, $11 and $2, respectively, pursuant
to the Distribution Plan. All of which amounts were paid to Service Agents for
distribution. The Distribution Plan was not in effect with respect to Dreyfus
Premier Core Bond Fund or Dreyfus Premier High Yield Securities Fund as of
October 31, 1999.


     SHAREHOLDER SERVICES PLAN. (All Funds) The Company has adopted a
Shareholder Services Plan as to Class A, Class B, Class C and Class T shares of
each of the Dreyfus Premier Funds, and as to the shares of each other Fund.
Under the Plan, the Company pays the Distributor for the provision of certain
services to the holders of such shares a fee at the annual rate of 0.25% of the
value of the average daily net assets of the shares. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding a Fund, and providing reports and other
information, and services related to the maintenance of such shareholder
accounts. Under the Shareholder Services Plan, the Distributor may make payments
to Service Agents in respect of these services.

     A quarterly report of the amounts expended under the Shareholder Services
Plan (including as to each relevant Class of a Dreyfus Premier Fund), and the
purposes for which such expenditures were incurred, must be made to the Board
for its review. In addition, the Shareholder Services Plan provides that
material amendments must be approved by the Company's Board, and by the Board
members who are not "interested persons" (as defined in the 1940 Act) of the
Company and have no direct or indirect financial interest in the operation of
the Shareholder Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. As to each Fund, 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. The Shareholder Services Plan is terminable with respect to each
Fund 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 or in any agreements entered into
in connection with the Shareholder Services Plan.


     For the fiscal year ended October 31, 1999, Dreyfus Premier Core Bond Fund
(Class A) paid $690,976, Dreyfus Equity Income Fund paid $12,251, Dreyfus
Premier High Yield Securities Fund (Class A) paid $384,314 and Dreyfus Short
Term High Yield Fund paid $428,880, pursuant to the Shareholder Services Plan.
For the fiscal year ended October 31, 1999, Dreyfus Premier High Yield Debt Plus
Equity Fund paid $10,187 for Class A, $11,692 for Class B, $2,665 for Class C
and $2,483 for Class T, and Dreyfus Premier Real Estate Mortgage Fund paid
$32,877 for Class A, $72 for Class B, $4 for Class C and $2 for Class T,
pursuant to the Shareholder Services Plan.



                              HOW TO REDEEM SHARES

     REDEMPTION FEE. (Dreyfus Premier High Yield Securities Fund only) Prior to
March 1, 2000, Dreyfus Premier High Yield Securities Fund deducted a redemption
fee equal to 1% of the net asset value of Fund shares redeemed (including
redemptions through use of the Fund Exchanges service) where the redemption or
exchange occurred less than six months following the issuance of such shares.
For purposes of computing the six-month period, any issuance of Fund shares
during a month was deemed to occur on the first day of such month. The
redemption fee was deducted from redemption proceeds and retained by the Fund.
For the fiscal year ended October 31, 1999, redemption fees retained by Dreyfus
Premier High Yield Securities Fund amounted to $84,838.

     CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES. (Dreyfus Premier Funds
only) A CDSC is imposed on any redemption of Class B shares which reduces the
current net asset value of your Class B shares to an amount which is lower than
the dollar amount of all payments by you for the purchase of Class B shares of
the Fund held by you at the time of redemption. No CDSC will be imposed to the
extent that the net asset value of the Class B shares redeemed does not exceed
(i) the current net asset value of Class B shares acquired through reinvestment
of dividends or capital gain distributions, plus (ii) increases in the net asset
value of your Class B shares above the dollar amount of all your payments for
the purchase of Class B shares held by you at the time of redemption.

     If the aggregate value of Class B shares redeemed has declined below their
original cost as a result of the Fund's performance, a CDSC may be applied to
the then-current net asset value rather than the purchase price.

     In circumstances where the CDSC is imposed, the amount of the charge will
depend on the number of years for the time you purchased the Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of Class B
shares, all payments during a month will be aggregated and deemed to have been
made on the first day of the month. Pursuant to an agreement with the
Distributor, Dreyfus Service Corporation receives the proceeds from the CDSC
imposed on the redemption of Class B shares.

     The following table sets forth the rates of the CDSC for Class B shares:

         YEAR SINCE                                    CDSC AS A % OF AMOUNT
         PURCHASE PAYMENT                             INVESTED OR REDEMPTION
         WAS MADE                                            PROCEEDS
         ----------------                             -----------------------

         First...................................              4.00
         Second..................................              4.00
         Third...................................              3.00
         Fourth..................................              3.00
         Fifth...................................              2.00
         Sixth...................................              1.00

     In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible rate.
It will be assumed that the redemption is made first of amounts representing
shares acquired pursuant to the reinvestment of dividends and distributions;
then of amounts representing the increase in net asset value of Class B shares
above the total amount of payments for the purchase of Class B shares made
during the preceding six years; then of amounts representing the cost of shares
purchased six years prior to the redemption; and finally, of amounts
representing the cost of shares held for the longest period of time within the
applicable six-year period.

     For example, assume an investor purchased 100 shares at $10 per share for a
cost of $1,000. Subsequently, the shareholder acquired five additional shares
through dividend reinvestment. During the second year after the purchase the
investor decided to redeem $500 of the investment. Assuming at the time of the
redemption the net asset value had appreciated to $12 per share, the value of
the investor's shares would be $1,260 (105 shares at $12 per share). The CDSC
would not be applied to the value of the reinvested dividend shares and the
amount which represents appreciation ($260). Therefore, $240 of the $500
redemption proceeds ($500 minus $260) would be charged at a rate of 4% (the
applicable rate in the second year after purchase) for a total CDSC of $9.60.

     CONTINGENT DEFERRED SALES CHARGE--CLASS C SHARES. (Dreyfus Premier Funds
only) A CDSC of 1% is imposed on any redemption of Class C shares within one
year of the date of purchase. The basis for calculating the payment of any such
CDSC will be the method used in calculating the CDSC for Class B shares. See
"Contingent Deferred Sales Charge--Class B Shares" above. Pursuant to an
agreement with the Distributor, Dreyfus Service Corporation receives the
proceeds from the CDSC imposed on the redemption of Class C shares.

     WAIVER OF CDSC. (Dreyfus Premier Funds only) The CDSC may be waived in
connection with (a) redemptions made within one year after the death or
disability, as defined in Section 72(m)(7) of the Code, of the shareholder, (b)
redemptions by employees participating in Eligible Benefit Plans, (c)
redemptions as a result of a combination of any investment company with the Fund
by merger, acquisition of assets or otherwise, (d) a distribution following
retirement under a tax-deferred retirement plan or upon attaining age 70 1/2 in
the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b)
of the Code, and (e) redemptions pursuant to the Automatic Withdrawal Plan, as
described below. If the Company's Board determines to discontinue the waiver of
the CDSC, the disclosure herein will be revised appropriately. Any Fund shares
subject to a CDSC which were purchased prior to the termination of such waiver
will have the CDSC waived as provided in the Fund's Prospectus or this Statement
of Additional Information at the time of the purchase of such shares.

     To qualify for a waiver of the CDSC, at the time of redemption you must
notify the Transfer Agent or your Service Agent must notify the Distributor. Any
such qualification is subject to confirmation of your entitlement.

     REDEMPTION THROUGH A SELECTED DEALER. (Dreyfus Premier Funds only) If you
are 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 prior to the close of trading on the floor
of the New York Stock Exchange (currently 4:00 p.m., New York time), 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.

     In addition, the Distributor or its designee will accept orders from
Selected Dealers with which the Distributor has sales agreements for the
repurchase of shares held by shareholders. Repurchase orders received by dealers
by the close of trading on the floor of the New York Stock Exchange on any
business day and transmitted to the Distributor or its designee prior to the
close of its business day (normally 5:15 p.m., New York time) are effected at
the price determined as of the close of trading on the floor of the New York
Stock Exchange on that day. Otherwise, the shares will be redeemed at the next
determined net asset value. It is the responsibility of the Selected Dealer to
transmit orders on a timely basis. The Selected Dealer may charge the
shareholder a fee for executing the order. This repurchase arrangement is
discretionary and may be withdrawn at any time.

     REINVESTMENT PRIVILEGE. (Dreyfus Premier Funds only) Upon written request,
you may reinvest up to the number of Class A, Class B or Class T shares you have
redeemed, within 45 days of redemption, at the then-prevailing net asset value
without a sales load, or reinstate your account for the purpose of exercising
Fund Exchanges. Upon reinstatement, with respect to Class B shares, or Class A
or Class T shares if such shares were subject to a CDSC, your account will be
credited with an amount equal to the CDSC previously paid upon redemption of the
shares reinvested. The Reinvestment Privilege may be exercised only once.

     WIRE REDEMPTION PRIVILEGE. (All Funds, except Dreyfus Premier Funds) By
using this Privilege, you authorize the Transfer Agent to act on wire, telephone
or letter redemption instructions 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. Ordinarily, the Company will
initiate payment for shares redeemed pursuant to this Privilege on the next
business day after receipt by the Transfer Agent of the redemption request in
proper form. Redemption proceeds ($1,000 minimum) will be transferred by Federal
Reserve wire only to the commercial bank account you have specified on the
Account Application or Shareholder Services Form, or to a correspondent bank if
your bank is not a member of the Federal Reserve System. Fees ordinarily are
imposed by such bank and borne by the investor. Immediate notification by the
correspondent bank to your bank is necessary to avoid a delay in crediting the
funds to your bank account.

     If you have access to telegraphic equipment you may wire redemption
requests to the Transfer Agent by employing the following transmittal code which
may be used for domestic or overseas transmissions:

                                                TRANSFER AGENT'S
                  TRANSMITTAL CODE              ANSWER BACK SIGN
                  ----------------              -----------------
                      144295                     144295 TSSG PREP

     If you do not have direct access to telegraphic equipment you may have the
wire transmitted by contacting a TRT Cables operator at 1-800-654-7171, toll
free. You should advise the operator that the above transmittal code must be
used and you 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. (All Funds) You may request by telephone
that redemption proceeds 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 ("ACH") member may be designated. Holders
of jointly registered Fund or bank accounts may redeem through the Dreyfus
TELETRANSFER Privilege for transfer to their bank account not more than $500,000
within any 30-day period. You should be aware that if you have selected the
Dreyfus TELETRANSFER Privilege, any request for a wire redemption will be
effected as a Dreyfus TELETRANSFER transaction through the ACH system unless
more prompt transmittal specifically is requested. Redemption proceeds will be
on deposit in your account at an ACH member bank ordinarily two business days
after receipt of the redemption request. See "How to Buy Shares--Dreyfus
TELETRANSFER Privilege."

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

     REDEMPTION COMMITMENT. (All Funds) The Company has committed itself to pay
in cash all redemption requests by any shareholder of record of a Fund, limited
in amount during any 90-day period to the lesser of $250,000 or 1% of such value
of such 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 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
securities are valued. If the recipient sells such securities, brokerage charges
would be incurred.


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


     SMALL ACCOUNT FEE. (All Funds) To offset the relatively higher costs of
servicing smaller accounts, a Fund will charge regular accounts with balances
below $2,000 an annual fee of $12. The valuation of accounts and the deductions
are expected to take place during the last four months of each year. The fee
will be waived for any investor whose aggregate Dreyfus mutual fund investments
total at least $24,000, and will not apply to IRA accounts or to accounts
participating in automatic investment programs or opened through a securities
dealer, bank or other financial institution, or to other fiduciary accounts.


                              SHAREHOLDER SERVICES

     FUND EXCHANGES. (All Funds) You may purchase, in exchange for shares of a
Fund, shares of certain other funds managed or administered by the Manager or
Founders, to the extent such shares are offered for sale in your state of
residence. Shares of a Dreyfus Premier Fund may be exchanged for shares of the
same Class of such other funds, except that Class T shares of a Dreyfus Premier
Fund may be exchanged for Class A shares of certain funds in the Dreyfus Premier
Family of Funds. Shares of other funds (including the same Class of other funds,
or Class A shares of such funds in the case of Class T shares of a Dreyfus
Premier Fund) purchased by exchange will be purchased on the basis of relative
net asset value per share as follows:

     A.   Exchanges for shares of funds 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"), but 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.

     E.   Shares of funds subject to a CDSC exchanged for shares of another fund
          will be subject to the higher applicable CDSC of the two funds and,
          for purposes of calculating CDSC rates and conversion periods, if any,
          will be deemed to have been held since the date the shares being
          exchanged initially purchased.

     To accomplish an exchange under item D above, you or, with respect to the
Dreyfus Premier Funds, your Service Agent acting on your behalf, must notify the
Transfer Agent of their prior ownership of fund shares and their account number.

     With respect to each of the Dreyfus Premier Funds, you also may exchange
your Fund shares that are subject to a CDSC for shares of Dreyfus Worldwide
Dollar Money Market Fund, Inc. The shares so purchased will be held in a special
account created solely for this purpose ("Exchange Account"). Exchanges of
shares from an Exchange Account only can be made into certain other funds
managed or administered by the Manager. No CDSC is charged when an investor
exchanges into an Exchange Account; however, the applicable CDSC will be imposed
when shares are redeemed from an Exchange Account or other applicable Fund
account. Upon redemption, the applicable CDSC will be calculated without regard
to the time such shares were held in an Exchange Account. See "How to Redeem
Shares." Redemption proceeds for Exchange Account shares are paid by Federal
wire or check only. Exchange Account shares also are eligible for the Dreyfus
Auto-Exchange Privilege, Dreyfus Dividend Sweep and the Automatic Withdrawal
Plan.

     To request an exchange, you or, with respect to the Dreyfus Premier Funds,
your Service Agent acting on your behalf, must give exchange instructions to the
Transfer Agent in writing or by telephone. If you did not purchase your Dreyfus
Premier Fund shares through a Service Agent, you may give exchange instructions
directly to the Transfer Agent. The Fund automatically gives you the ability to
issue exchange instructions by telephone, unless you check the applicable "No"
box on the Account Application, indicating that you specifically refuse this
Privilege. By using the Telephone Exchange Privilege, you authorize the Transfer
Agent to act on telephonic instructions 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. Telephone exchanges may be subject
to limitations as to the amount involved or the number of telephone exchanges
permitted. Shares issued in certificate form are not eligible for telephone
exchange. No fees currently are charged shareholders directly in connection with
exchanges, although the Fund reserve the right, upon not less than 60 days'
written notice, to charge shareholders a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.


     Exchanges of Class R Shares of Dreyfus Premier Core Bond Fund or Dreyfus
Premier Real Estate Mortgage Fund held by a Retirement Plan may be made only
between the investor's Retirement Plan account in one fund and such investor's
Retirement Plan account in another fund.


     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.


     DREYFUS AUTO-EXCHANGE PRIVILEGE. (All Funds) Dreyfus Auto-Exchange
Privilege permits you to purchase, in exchange for shares of a Fund, shares of
certain other funds advised by the Manager or Founders of which you are a
shareholder. Shares of a Dreyfus Premier Fund may be exchanged for shares of the
same Class of such other funds, except that Class T shares of a Dreyfus Premier
Fund may be exchanged for Class A shares of certain funds in the Dreyfus Premier
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. You will be notified if your account falls below the amount designated
to be exchanged under this Privilege. In this case, your 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.


     Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. Shares may be exchanged only between
accounts having identical names and other identifying designations. The Fund
reserves the right to reject any exchange request in whole or in part. The Fund
Exchanges service or Dreyfus Auto-Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.

     DREYFUS-AUTOMATIC ASSET BUILDER(R). (All Funds) 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.

     DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE. (All Funds) Dreyfus Government
Direct Deposit Privilege enables you to purchase Fund shares (minimum of $100
and maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the U.S.
Government automatically deposited into your Fund account. You may deposit as
much of such payments as you elect.

     DREYFUS PAYROLL SAVINGS PLAN. (All Funds) 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. It is the
sole responsibility of your employer to arrange for transactions under the
Dreyfus Payroll Savings Plan.

     DREYFUS STEP PROGRAM. (All Funds, except the Dreyfus Premier Funds) The
Dreyfus Step Program enables you to purchase Fund shares without regard to the
Fund's minimum initial investment requirements through DREYFUS-AUTOMATIC Asset
Builder(R), 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). The
Fund may modify or terminate this Program at any time.


     DREYFUS DIVIDEND OPTIONS. (All Funds) Dreyfus Dividend Sweep allows you to
invest automatically your dividends or dividends and capital gain distributions,
if any, from a Fund in shares of another fund advised by the Manager or Founders
of which you are a shareholder. Dividends or distributions from a Dreyfus
Premier Fund Class of shares may be invested in shares of the same Class of such
other funds (or Class A shares with respect to Class T shares). Shares of other
funds purchased pursuant to this privilege will be purchased on the basis of
relative net asset value per share as follows:


     A.   Dividends and distributions paid by a fund may be invested without
          imposition of a sales load in shares of other funds 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 that charges a sales load
          may be invested in shares of other funds sold with a sales load
          (referred to herein as "Offered Shares"), but 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 CDSC and the applicable CDSC, if any,
          will be imposed upon redemption of such shares.


     Dreyfus Dividend ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from the Fund to a designated
bank account. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. Banks may
charge a fee for this service.

     AUTOMATIC WITHDRAWAL PLAN. (All Funds) The Automatic Withdrawal Plan
permits you to request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis if you have a $5,000 minimum account.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield on
the shares. If withdrawal payments exceed reinvested dividends and
distributions, your shares will be reduced and eventually may be depleted. The
Automatic Withdrawal Plan may be terminated at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.

     Certain Retirement Plans, including Dreyfus-sponsored retirement plans, may
permit certain participants to establish an automatic withdrawal plan from such
Retirement Plans. Participants should consult their Retirement Plan sponsor and
tax adviser for details. Such a withdrawal plan is different than the Automatic
Withdrawal Plan.

     No CDSC with respect to Class B shares will be imposed on withdrawals made
under the Automatic Withdrawal Plan, provided that the amounts withdrawn under
the plan do not exceed on an annual basis 12% of the account value at the time
the shareholder elects to participate in the Automatic Withdrawal Plan.
Withdrawals with respect to Class B shares under the Automatic Withdrawal Plan
that exceed on an annual basis 12% of the value of the shareholders account will
be subject to a CDSC on the amounts exceeding 12% of the initial account value.
Withdrawals of Class A or Class T shares subject to a CDSC and Class C shares
under the Automatic Withdrawal Plan will be subject to any applicable CDSC.
Purchases of additional Class A or Class T shares where the sales load is
imposed concurrently with withdrawals of Class A or Class T shares generally are
undesirable.

     LETTER OF INTENT--CLASS A AND CLASS T SHARES. (Dreyfus Premier Funds only)
By signing a Letter of Intent form, which can be obtained by calling
1-800-554-4611, you become eligible for the reduced sales load applicable to the
total number of Eligible Fund shares purchased in a 13-month period pursuant to
the terms and conditions set forth in the Letter of Intent. A minimum initial
purchase of $5,000 is required. To compute the applicable sales load, the
offering price of shares you hold (on the date of submission of the Letter of
Intent) in any Eligible Fund that may be used toward "Right of Accumulation"
benefits described above may be used as a credit toward completion of the Letter
of Intent. However, the reduced sales load will be applied only to new
purchases.

     The Transfer Agent will hold in escrow 5% of the amount indicated in the
Letter of Intent for payment of a higher sales load if you do not purchase the
full amount indicated in the Letter of Intent. The escrow will be released when
you fulfill the terms of the Letter of Intent by purchasing the specified
amount. If your purchases qualify for a further sales load reduction, the sales
load will be adjusted to reflect your total purchase at the end of 13 months. If
total purchases are less than the amount specified, you will be requested to
remit an amount equal to the difference between the sales load actually paid and
the sales load applicable to the aggregate purchases actually made. If such
remittance is not received within 20 days, the Transfer Agent, as
attorney-in-fact pursuant to the terms of the Letter of Intent, will redeem an
appropriate number of Class A or Class T shares of the Fund held in escrow to
realize the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the sales load in
effect at the time of signing, but you must complete the intended purchase to
obtain the reduced sales load. At the time you purchase Class A or Class T
shares, you must indicate your intention to do so under a Letter of Intent.
Purchases pursuant to a Letter of Intent will be made at the then-current net
asset value plus the applicable sales load in effect at the time such Letter of
Intent was executed.

     CORPORATE PENSION/PROFIT-SHARING AND RETIREMENT PLANS. (All Funds) The
Company makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In addition, the
Company makes available Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs, Rollover IRAs and Education
IRAs), and 403(b)(7) Plans. Plan support services also are available.

     If you wish to purchase Fund shares in conjunction with a Keogh Plan, a
403(b)(7) Plan or an IRA, including a SEP-IRA, you may request from the
Distributor forms for adoption of such plans.

     The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs may
charge a fee, payment of which could require the liquidation of shares. All fees
charged are described in the appropriate form.

     SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN. PURCHASES FOR THESE PLANS MAY NOT
BE MADE IN ADVANCE OF RECEIPT OF FUNDS.





     You should read the prototype retirement plan and the appropriate form of
custodial agreement for further details on eligibility, service fees and tax
implications, and should consult a tax adviser.


                        DETERMINATION OF NET ASSET VALUE

     VALUATION OF PORTFOLIO SECURITIES. Each Fund's investments are valued each
business day using available market quotations or at fair value. Substantially
all of a Fund's fixed-income investments (excluding short-term investments) are
valued by one or more independent pricing services (the "Service") approved by
the Board. Securities valued by the Service for which quoted bid prices in the
judgment of the Service are readily available and are representative of the bid
side of the market 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 valued by the Service are carried at fair value
as determined by the Service, based on methods which include consideration of
yields or prices of securities of comparable quality, coupon, maturity and type;
indications as to values from dealers; and general market conditions. Short-term
investments are not valued by the Service and are valued at the mean price or
yield equivalent for such securities or for securities of comparable maturity,
quality and type as obtained from market makers. Other investments that are not
valued by the Service (including the equity securities purchased by Dreyfus
Equity Income Fund, Dreyfus Premier High Yield Debt Plus Equity Fund and Dreyfus
Premier Real Estate Mortgage Fund) are valued at the last sales price for
securities traded primarily on an exchange or the national securities market or
otherwise at the average of the most recent bid and asked prices. Bid-price is
used when no asked price is available. Any assets or liabilities initially
expressed in terms of foreign currency will be translated into U.S. dollars at
the midpoint of the New York interbank market spot exchange rate as quoted on
the day of such translation by the Federal Reserve Bank of New York or, if no
such rate is quoted on such date, at the exchange rate previously quoted by the
Federal Reserve Bank of New York or at such other quoted market exchange rate as
may be determined to be appropriate by the Manager. Forward currency contracts
will be valued at the current cost of offsetting the contract. Because of the
need to obtain prices as of the close of trading on various exchanges throughout
the world, the calculation of net asset value does not take place
contemporaneously with the determination of prices of a majority of each Fund's
portfolio securities. Short-term investments are carried at amortized cost,
which approximates value. Expenses and fees, including the management fee paid
by each Fund and the distribution and shareholder services fees, as applicable
(reduced by the expense limitation, if any), are accrued daily and taken into
account for the purpose of determining the net asset value of a Fund's shares,
or Class of shares, as the case may be. Because of the differences in operating
expenses incurred by each Class of shares of a Dreyfus Premier Fund, the per
share net asset value of each Class of shares of these Funds will differ.

     Restricted Securities, as well as securities or other assets for which
recent market quotations are not readily available, or are not valued by the
Service, are valued at fair value as determined in good faith by the Board. The
Board will review the method of valuation on a current basis. In making their
good faith-valuation of restricted securities, the Board members generally will
take the following factors into consideration: restricted securities which are,
or are convertible into, securities of the same class of securities for which a
public market exists usually will be valued at market value less the same
percentage discount at which purchased. This discount will be revised
periodically by the Board if it believes that the discount no longer reflects
the value of the restricted securities. Restricted securities not of the same
class as securities for which a public market exists usually will be valued
initially at cost. Any subsequent adjustment from cost will be based upon
considerations deemed relevant by the Board.

     NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which the
New York Stock Exchange is closed currently are: New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.


                       DIVIDENDS, DISTRIBUTIONS AND TAXES

     Management believes that each Fund has qualified as a "regulated investment
company" under the Code for the fiscal year ended October 31, 1999. Each Fund
intends to continue to so qualify if such qualification is in the best interests
of its shareholders. As a regulated investment company, each Fund will pay no
Federal income tax on net investment income and net realized securities gains to
the extent that such income and gains are distributed to shareholders in
accordance with applicable provisions of the Code. To qualify as a regulated
investment company, the Fund must distribute at least 90% of its net income
(consisting of net investment income and net short-term capital gain) to its
shareholders and meet certain asset diversification and other requirements. If a
Fund did not qualify as a regulated investment company, it would be treated for
tax purposes as an ordinary corporation subject to Federal income tax. The term
"regulated investment company" does not imply the supervision of management or
investment practices or policies by any government agency.

     If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividends or distributions and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.

     Any dividend or distribution paid shortly after an investor's purchase may
have the effect of reducing the aggregate net asset value of the shares below
the cost of the investment. Such a dividend or distribution would be a return of
investment in an economic sense, although taxable as stated above. In addition,
the Code provides that if a shareholder holds shares of a Fund for six months or
less and has received a capital gain distribution with respect to such shares,
any loss incurred on the sale of such shares will be treated as long-term
capital loss to the extent of the capital gain distribution received.

     Depending upon the composition of a Fund's income, the entire amount or a
portion of the dividends paid by such Fund from net investment income may
qualify for the dividends received deduction allowable to qualifying U.S.
corporate shareholders ("dividends received deduction"). In general, dividend
income of a Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent that such
Fund's income consists of dividends paid by U.S. corporations. However, Section
246(c) of the Code provides that if a qualifying corporate shareholder has
disposed of Fund shares held for less than 46 days, which 46 days generally must
be during the 90-day period commencing 45 days before the shares become
ex-dividend, and has received a dividend from net investment income with respect
to such shares, the portion designated by the Fund as qualifying for the
dividends received deduction will not be eligible for such shareholder's
dividends received deduction. In addition, the Code provides other limitations
with respect to the ability of a qualifying corporate shareholder to claim the
dividends received deduction in connection with holding Fund shares. The Company
anticipates that no dividend paid by a Fund will qualify for the
dividends-received deduction.

     A Fund may qualify for and may make an election permitted under Section 853
of the Code so that shareholders may be eligible to claim a credit or deduction
on their Federal income tax returns for, and will be required to treat as part
of the amounts distributed to them, their pro rata portion of qualified taxes
paid or incurred by the Fund to foreign countries (which taxes relate primarily
to investment income). A Fund may make an election under Section 853 of the
Code, provided that more than 50% of the value of the Fund's total assets at the
close of the taxable year consists of securities in foreign corporations, and
the Fund satisfies the applicable distribution provisions of the Code. The
foreign tax credit available to shareholders is subject to certain limitations
imposed by the Code.

     Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gains and losses. However, a portion of the gain or loss
realized from the disposition of foreign currencies (including foreign currency
denominated bank deposits) and non-U.S. dollar denominated securities (including
debt instruments and certain forward contracts and options) may be treated as
ordinary income or loss under Section 988 of the Code. In addition, all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds will be treated as ordinary income under Section 1276 of
the Code. Finally, 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, any gain or loss realized by a Fund from
certain forward contracts 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 contracts and options as well as
from closing transactions. In addition, any such contracts or options remaining
unexercised at the end of a Fund's taxable year will be treated as sold for
their then fair market value, resulting in additional gain or loss to such Fund
characterized in the manner described above.

     Offsetting positions held by a Fund involving certain futures or forward
contracts or options transactions may be considered, for tax purposes, to
constitute "straddles." Straddles are defined to include "offsetting positions"
in actively traded personal property. The tax treatment of straddles is governed
by Sections 1092 and 1258 of the Code, which, in certain circumstances, override
or modify the provisions of Sections 988 and 1256 of the Code. As such, all or a
portion of any short or long-term capital gain from certain straddle
transactions may be recharacterized to ordinary income.

     If a Fund were treated as entering into straddles by reason of its engaging
in financial futures or forward contracts or options transactions, such
straddles would be characterized as "mixed straddles" if the futures or forward
contracts or options transactions 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." Depending upon which election is made, if
any, the results to the Fund may differ. If no election is made, to the extent
the straddle and conversion transaction rules apply to positions established by
a Fund, losses realized by the Fund will be deferred to the extent of unrealized
gain in the offsetting position. Moreover, as a result of the straddle and
conversion transaction rules, short-term capital loss on "straddle" positions
may be recharacterized as long-term capital loss, and long-term capital gains or
straddle positions may be treated as short-term capital gains or ordinary
income.

     The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally apply if the Fund either (1) holds an appreciated financial position
with respect to stock, certain debt obligations, or partnership interests
("appreciated financial position") and then enters into a short sale, futures,
forward, or offsetting notional principal contract (collectively, a "Contract")
respecting the same or substantially identical property or (2) holds an
appreciated financial position that is a Contract and then acquires property
that is the same as, or substantially identical to, the underlying property. In
each instance, with certain exceptions, the Fund generally will be taxed as if
the appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.

     Investment by a Fund in securities issued or acquired 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 by causing a Fund to recognize
income prior to the receipt of cash payments. For example, a Fund could be
required to accrue a portion of the discount (or deemed discount) at which the
securities were issued each year and to distribute such income in order to
maintain its qualification as a regulated investment company. In such case, a
Fund may have to dispose of securities which it might otherwise have continued
to hold in order to generate cash to satisfy these distribution requirements.


                             PORTFOLIO TRANSACTIONS

     The Manager assumes general supervision over placing orders on behalf of
the Company for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best judgment
of the Manager and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most favorable net
price. Subject to this consideration, the brokers selected will include those
that supplement the Manager's research facilities with statistical data,
investment information, economic facts and opinions. Information so received is
in addition to and not in lieu of services required to be performed by the
Manager and the Manager's fees are not reduced as consequence of the receipt of
such supplemental information. Such information may be useful to the Manager in
serving both the Company and other funds which it advises and, conversely,
supplemental information obtained by the placement of business of other clients
may be useful to the Manager in carrying out its obligations to the Company.

     Sales by a broker of shares of a Fund or other funds advised by the Manager
or its affiliates may be taken into consideration, and brokers also will be
selected because of their ability to handle special executions such as are
involved in large block trades or broad distributions, provided the primary
consideration is met. Large block trades may, in certain cases, result from two
or more funds advised or administered by the Manager being engaged
simultaneously in the purchase or sale of the same security. Certain of a Fund's
transactions in securities of foreign issuers may not benefit from the
negotiated commission rates available to a Fund for transactions in securities
of domestic issuers. When transactions are executed in the over-the-counter
market, each Fund will deal with the primary market makers unless a more
favorable price or execution otherwise is obtainable. Foreign exchange
transactions are made with banks or institutions in the interbank market at
prices reflecting a mark-up or mark-down and/or commission.

     Portfolio turnover may vary from year to year as well as within a year. In
periods in which extraordinary market conditions prevail, the Manager will not
be deterred from changing a Fund's investment strategy as rapidly as needed, in
which case higher turnover rates can be anticipated which would result in
greater brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by the Manager based upon its knowledge of available
information as to the general level of commissions paid by other institutional
investors for comparable services.


     The aggregate amount of transactions during the fiscal year ended October
31, 1999 in securities effected on an agency basis through a broker for, among
other things, research services, and the commissions and concessions related to
such transactions were as follows:


<TABLE>
<CAPTION>


                                           TRANSACTION AMOUNT        COMMISSIONS & CONCESSIONS
                                           ------------------        -------------------------
<S>                                        <C>                             <C>
Dreyfus Equity Income Fund                 $2,747,369                      $3,353
Dreyfus Premier High Yield Debt            $  267,144                       $ 870
  Plus Equity Fund
Dreyfus Premier Real Estate                $2,055,687                      $5,600
  Mortgage Fund

</TABLE>


     The following table summarizes the brokerage commissions, and gross spreads
and concessions on principal transaction amounts, for each Fund for the past
three fiscal years ended October 31, 1999 (as applicable). None of which was
paid to the Distributor.


<TABLE>
<CAPTION>


                                             Brokerage Commissions              Gross Spreads and Concessions
                                       -----------------------------------      -----------------------------
                                          1997        1998        1999             1997      1998     1999
                                          ----        ----        ----             ----      ----     ----
<S>                                       <C>         <C>         <C>              <C>           <C>  <C>
Dreyfus Premier Core Bond Fund            $41,764     $274,824    $88,425          $217,238      $0   $3,120


Dreyfus Equity Income Fund                $11,048      $16,945    $17,120          $1,637    $2,501     $298

Dreyfus Premier High Yield                $17,136     $172,013       $0           $266,750       $0       $0
Securities Fund

Dreyfus Premier High Yield Debt Plus          N/A        $0(1)     $8,360             N/A     $0(1)       $0
Equity Fund

Dreyfus Premier Real Estate Mortgage    $3,000(2)      $28,985    $56,928                $0 $15,063       $0
Fund

Dreyfus Short Term High Yield Fund           $80            $0         $0           $52,200      $0       $0

- ----------------------
(1)      For the period June 29, 1998 (commencement of operations) through October 31, 1998.
(2)      For the period September 30, 1997 (commencement of operations) through October 31, 1997.
</TABLE>


     From time to time, consistent with the policy of obtaining the most
favorable net price, the Company may conduct brokerage transactions through the
Manager or its affiliates, including Dreyfus Brokerage Services, Inc. ("DBS").
The Company's Board has adopted procedures in conformity with Rule 17e-1 under
the 1940 Act to ensure that all brokerage commissions paid to the Manager or its
affiliates are reasonable and fair. No brokerage transactions were conducted
through, and no amounts were paid to, the Manager or its affiliates, including
DBS, for the fiscal years ended October 31, 1997 and 1998. For the fiscal year
ended October 31, 1999, the amounts paid to DBS by the indicated Fund for
brokerage commissions and the percentage such amounts represent of the aggregate
brokerage commissions paid by the Fund and of the aggregate dollar amount of
transactions for which the Fund paid brokerage commissions were as follows:

<TABLE>
<CAPTION>


                                BROKERAGE              % OF AGGREGATE                  % OF AGGREGATE DOLLAR
NAME OF FUND                    COMMISSIONS            BROKERAGE COMMISSIONS           AMOUNT OF TRANSACTIONS
- ------------                    -----------            ---------------------           ----------------------
<S>                                <C>                          <C>                             <C>
Dreyfus Equity Income Fund         $3,929                       23%                             26%

Dreyfus Premier Real Estate        $8,950                       16%                             18%
Mortgage Fund

Dreyfus Premier High               $1,370                       16%                             18%
Yield Debt Plus Equity Fund

</TABLE>

                             PERFORMANCE INFORMATION

The 30-day yield for the Funds set forth below, as of October 31, 1999, was as
follows:

NAME OF FUND                                               30-DAY YIELD
- ------------                                               ------------

Dreyfus Premier Core Bond Fund (Class A)                       6.89%
Dreyfus Premier High Yield Securities Fund (Class A)          11.85%
Dreyfus Short Term High Yield Fund                            10.97%


     The 30-day yield for each Class of shares (as applicable) of the indicated
Dreyfus Premier Funds, as of October 31, 1999, is set forth below. During the
period, the Manager waived a portion of the management fee and/or absorbed a
portion of each such Fund's expenses. Absent such arrangements, each yield would
have been lower, as reflected in the column entitled "30-day Net Yield."


NAME OF FUND                          30-DAY YIELD           30-DAY NET YIELD
- ------------                          ------------           ----------------

Dreyfus Premier High Yield
   Debt Plus Equity Fund
             Class A                  10.09%                   9.16%
             Class B                   9.89%                   8.90%
             Class C                   9.92%                   8.93%
             Class T                   9.99%                   9.04%

Dreyfus Premier Real
   Estate Mortgage Fund
             Class A                  10.98%                  10.09%
             Class B                  10.71%                   9.77%
             Class C                  10.79%                   9.85%
             Class R                  11.85%                  10.91%
             Class T                  10.88%                   9.99%

     Current yield for a Fund is computed pursuant to a formula which operates
as follows: the amount of the Fund's expenses accrued for the 30-day period (net
of reimbursements) is subtracted from the amount of the dividends and interest
earned (computed in accordance with regulatory requirements) by the Fund during
the period. That result is then divided by the product of: (a) the average daily
number of shares outstanding during the period that were entitled to receive
dividends, and (b) the net asset value per share on the last day of the period
less any undistributed earned income per share reasonably expected to be
declared as a dividend shortly thereafter. The quotient is then added to 1, and
that sum is raised to the 6th power, after which 1 is subtracted. The current
yield is then arrived at by multiplying the result by 2.

     The average annual total return for the one-, five-, and ten-year periods
ended October 31, 1999, or since the Fund's commencement of operations (as
indicated), for each Fund (and Class of shares), was as follows:

<TABLE>
<CAPTION>

                                                                  Average Annual Total Return

                                                                                                              SINCE
NAME OF FUND                                           ONE YEAR       FIVE YEARS          TEN YEARS           INCEPTION
- ------------                                           --------       ----------          ---------           ---------


Dreyfus Premier Core Bond Fund
<S>                                                     <C>                  <C>               <C>
             Class A                                     .25%                7.99%             8.08%             N/A

Dreyfus Equity Income Fund                              9.87%                N/A               N/A            15.17%(1)

Dreyfus Premier High Yield
   Securities Fund
             Class A                                    12.78%               N/A               N/A             7.96%(2)

Dreyfus Premier High Yield Debt
   Plus Equity Fund
             Class A                                    34.50%               N/A               N/A             9.21%(3)
             Class B                                    37.82%               N/A               N/A           10.43%(3)
             Class C                                    40.70%               N/A               N/A           13.24%(3)
             Class T                                    36.04%               N/A               N/A           10.01%(3)

Dreyfus Premier Real Estate
   Mortgage Fund
             Class A                                   -0.66%                 N/A               N/A            2.24%(4)
             Class B                                     N/A                  N/A               N/A            0.97%(5)
             Class C                                     N/A                  N/A               N/A            4.07%(5)
             Class R                                     N/A                  N/A               N/A            6.02%(5)
             Class T                                     N/A                  N/A               N/A            0.75%(5)

Dreyfus Short Term High Yield                           3.06%                 N/A               N/A            5.40%(6)
  Fund
- ----------------------
(1)      For the period December 29, 1995 (commencement of operations) through October 31, 1999.
(2)      For the period March 25, 1996 (commencement of operations) through October 31, 1999.
(3)      For the period June 29, 1998 (commencement of operations) through October 31, 1999.
(4)      For the period September 30, 1997 (commencement of operations) through October 31, 1999.
(5)      For the period December 24, 1998 (commencement of operations of Class) to October 31, 1999.
(6)      For the period August 16, 1996 (commencement of operations) through October 31, 1999.

</TABLE>

     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. A Class's average annual total return figures
calculated in accordance with such formula assume that in the case of Class A or
Class T the maximum applicable sales load has been deducted from the
hypothetical initial investment at the time of purchase or, in the case of Class
B or Class C, the maximum applicable CDSC has been paid upon redemption at the
end of the period.

     The total return for each Fund indicated below for the period since the
Fund's commencement of operations through October 31, 1999 was as follows:

NAME OF FUND                                              TOTAL RETURN
- ------------                                              -------------


Dreyfus Equity Income Fund(1)                               72.00%

Dreyfus Short Term High Yield Fund(2)                       18.40%

- ----------------------
(1)      For the period December 29, 1995 (commencement of operations) through
         October 31, 1999.

(2)      For the period August 16, 1996 (commencement of operations) through
         October 31, 1999.


     The total return for each Fund indicated below for the period since the
Fund's commencement of operations through October 31, 1999 was as follows:

<TABLE>
<CAPTION>


                                                                                AGGREGATE TOTAL RETURN SINCE
                                                                                INCEPTION BASED ON MAXIMUM OFFERING
                                                                                PRICE FOR CLASS A AND CLASS T OR
                                         AGGREGATE TOTAL RETURN SINCE           DEDUCTION OF MAXIMUM CDSC FOR CLASS
                                         INCEPTION BASED ON NET ASSET VALUE     B AND CLASS C
NAME OF FUND                             (WITHOUT DEDUCTION OF MAXIMUM SALES
                                         LOAD)
- ---------------------------------------- ------------------------------------   --------------------------------------

Dreyfus Premier Core Bond Fund
<S>                                                     <C>                                    <C>
      Class A(1)                                        212.22%                                194.35%
Dreyfus Premier High Yield
   Securities Fund
      Class A(2)                                        39.76%                                 31.75%

Dreyfus Premier High Yield Debt
   Plus Equity Fund
      Class A(3)                                        19.37%                                 12.53%
      Class B(3)                                        18.22%                                 14.22%
      Class C(3)                                        18.13%                                 18.13%
      Class T(3)                                        19.00%                                 13.63%

Dreyfus Premier Real Estate
   Mortgage Fund
       Class A(4)                                       11.10%                                  4.74%
       Class B(5)                                        4.88%                                  0.97%
       Class C(5)                                        5.05%                                  4.07%
       Class R(5)                                        6.02%                                  6.02%
       Class T(5)                                        5.51%                                  0.75%

- ----------------------
(1)      For the period October 3, 1986 (commencement of operations) through October 31, 1999.
(2)      For the period March 25, 1996 (commencement of operations) through October 31, 1999.
(3)      For the period June 29, 1998 (commencement of operations) through October 31, 1999.
(4)      For the period September 30, 1997 (commencement of operations) through October 31, 1999.
(5)      For the period December 24, 1998 (commencement of operations of Class) to October 31, 1999.

</TABLE>

     During these periods, with respect to each Fund, other than Dreyfus Premier
Core Bond Fund, certain fees were waived, and/or certain expenses were borne, by
the Manager, without which the returns would have been lower.


     Class B, Class C and Class R shares of Dreyfus Premier Core Bond Fund and
Class B, Class C and Class T shares of Dreyfus Premier High Yield Securities
Fund were not being offered as of October 31, 1999, so performance information
is not provided for such Classes.


     Total return is calculated by subtracting the amount of the Fund's net
asset value (maximum offering price in the case of Class A or Class T shares of
each of the Dreyfus Premier Funds) 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, as to
each of the Dreyfus Premier Funds, any applicable CDSC), and dividing the result
by the net asset value (maximum offering price in the case of Class A or Class
T) per share at the beginning of the period. Total return also may be calculated
based on the net asset value per share at the beginning of the period instead of
the maximum offering price per share at the beginning of the period for Class A
or Class T shares or without giving effect to any applicable CDSC at the end of
the period for Class B or Class C shares of each of the Dreyfus Premier Funds.
In such cases, the calculation would not reflect the deduction of the sales
charge with respect to Class A or Class T shares, or any applicable CDSC with
respect to Class B or Class C shares, which, if reflected, would reduce the
performance quoted.


     On November 5, 1998, shareholders of Dreyfus Premier Core Bond Fund
approved a proposal for the Fund to pursue an investment objective of maximizing
total return. Prior to the implementation date of these changes on November 15,
1998, the Fund's investment objective was to maximize current income.
Accordingly, performance for periods prior to November 15, 1998 reflects the
Fund being managed pursuant to its prior investment objective.


     Advertising materials for each Fund may include reference to the role
played by the Manager or Jack J. Dreyfus, Jr. in popularizing the concept of
mutual funds as an investment vehicle and may refer to the role The Dreyfus
Corporation and the Dreyfus Family of Funds play or have played in the mutual
fund industry, and the fact that the mutual fund industry, which includes
Dreyfus and the Dreyfus funds, has, through the wide variety of innovative and
democratic mutual fund products it has made available, brought to the public
investment opportunities once reserved for the few. Advertising materials for
each Fund also may include (i) biographical information relating to its
portfolio manager, including honors or awards received, and may refer to or
include commentary by the Fund's portfolio manager relating to investment
strategy, asset growth, current or past business, political, economic or
financial conditions and other matters of general interest to investors; (ii)
information concerning retirement and investing for retirement, including
statistical data or general discussions about the growth and development of
Dreyfus Retirement Services (in terms of new customers, assets under management,
market share, etc.) and its presence in the defined contribution plan market;
(iii) the approximate number of then-current Fund shareholders, (iv) Lipper,
Morningstar and Value Line rankings or ratings and related analysis supporting
the rankings or ratings; (v) discussions of the risk and reward potential of the
high yield securities markets, and the mortgage- and real estate-related
markets, and the comparative performance of each against other securities
markets and relevant indices; (vi) comparative performance of a Fund with a
relevant broad-based securities market index, or with a "customized index"
created by the Manger, or against inflation, short-term Treasury Bills (which
are direct obligations of the U.S. Government), bonds, stocks, or FDIC-insured
bank money market accounts; and (vii) as to Dreyfus Short Term High Yield Fund,
that at its inception the Fund was the first short-term, high yield fund in the
mutual fund industry.


                     INFORMATION ABOUT THE COMPANY AND FUNDS

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

     Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for a 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, 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. Fund
shareholders may remove a Board member by the affirmative vote of two-thirds of
the Fund's outstanding voting shares. In addition, the 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.

     The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for certain
matters under the 1940 Act and for other purposes. A shareholders of one
portfolio is not deemed to be a shareholder of any other portfolio. For certain
matters shareholders vote together as a group; as to others they vote separately
by portfolio.

     To date, the Board has authorized the creation of six series of shares. All
consideration received by the Company for shares of one of the series and all
assets in which such consideration is invested will belong to that series
(subject only to the rights of creditors of the Company) and will be subject to
the liabilities related thereto. The income attributable to, and the expenses
of, one series are treated separately from those of the other series. The
Company has the ability to create, from time to time, new series without
shareholder approval.

     Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company, such as the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series
shall be deemed to be affected by a matter unless it is clear that the interests
of each series in the matter are identical or that the matter does not affect
any interest of such series. However, the Rule exempts the selection of
independent accountants and the election of Board members from the separate
voting requirements of the Rule.

     Each Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Fund's performance and its shareholders. Accordingly, if the Fund's management
determines that an investor is following a market-timing strategy or is
otherwise engaging in excessive trading, the Fund, with or without prior notice,
may temporarily or permanently terminate the availability of Fund Exchanges, or
reject in whole or part any purchase or exchange request, with respect to such
investor's account. Such investors also may be barred from purchasing other
funds in the Dreyfus Family of Funds or the Dreyfus Premier Family of Funds.
Generally, an investor who makes more than four exchanges out of the Fund during
any calendar year or who makes exchanges that appear to coincide with a
market-timing strategy may be deemed to be engaged in excessive trading.
Accounts under common ownership or control will be considered as one account for
purposes of determining a pattern of excessive trading. In addition, the Fund
may refuse or restrict purchase or exchange requests by any person or group if ,
in the judgment of the Fund's management, the Fund would be unable to invest the
money effectively in accordance with its investment objective and policies or
could otherwise be adversely affected or if the Fund receives or anticipates
receiving simultaneous orders that may significantly affect the Fund (e.g.,
amounts equal to 1% or more of the Fund's total assets). If any exchange request
is refused, the Fund will take no other action with respect to the shares until
it receives further instructions from the investor. The Fund may delay
forwarding redemption proceeds for up to seven days if the investor redeeming
shares is engaged in excessive trading or if the amount of the redemption
request otherwise would be disruptive to efficient portfolio management or would
adversely affect the Fund. The Fund's policy on excessive trading applies to
investors who invest in the Fund directly or through financial intermediaries,
but does not apply to the Dreyfus Auto-Exchange Privilege, to any automatic
investment or withdrawal privilege described herein, or to participants in
employer-sponsored retirement plans.

     During times of drastic economic or market conditions, the Fund may suspend
Fund Exchanges temporarily without notice and treat exchange requests based on
their separate components -- redemption orders with a simultaneous request to
purchase the other fund's shares. In such a case, the redemption request would
be processed at the Fund's next determined net asset value but the purchase
order would be effective only at the net asset value next determined after the
fund being purchased receives the proceeds of the redemption, which may result
in the purchase being delayed.

     Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of a Massachusetts business trust.
However, the Company's Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Company and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by the Company or a Trustee. The Agreement and Declaration of
Trust provides for indemnification from the 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's incurring financial loss on account of
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 the Fund, the shareholder
paying such liability will be entitled to reimbursement from the general assets
of the Fund. The Company 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.

     Each Fund will send annual and semi-annual financial statements to all its
shareholders.


                        COUNSEL AND INDEPENDENT AUDITORS

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

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


<PAGE>


                                    APPENDIX

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

S&P

BOND RATINGS

                                       AAA

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

                                       AA

     Bonds rated AA have a very strong capacity to pay interest and repay
principal an from the highest rated issues only in small degree.

                                        A

     Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories.

                                       BBB

     Bonds rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than bonds in higher rated categories.

                                       BB

     Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, 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.

                                        B

     Bonds rated B have a greater vulnerability to default but presently have
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

     Bonds rated CCC have a current identifiable vulnerability to default and
are 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, they are 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.

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

COMMERCIAL PAPER RATING

     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 (+)
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.

                                        B

     Issues carrying this designation are regarded as having only speculative
capacity for timely payment.

                                        C

     This designation is assigned to short-term obligations with doubtful
capacity for payment.

                                        D

     Issues carrying this designation are in default, and payment of interest
and/or repayment of principal is in arrears.

Moody's

BOND RATINGS

                                       Aaa

     Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and generally are 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 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 rated A possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

                                       Baa

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

                                        C

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

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

COMMERCIAL PAPER RATING

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

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

     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.

     Issuers (or related supporting institutions) rated Not Prime do not fall
within any of the Prime rating categories.

Fitch

BOND RATING

     The ratings represent Fitch's assessment of the issuer's ability to meet
the obligations of 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 F1+.

                                        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 in 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 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.

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.

                                       F-3

     Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate; however,
near-term adverse changes could cause these securities to be rated below
investment grade.

                                       F-S

     Weak Credit Quality. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are vulnerable
to near-term adverse changes in financial and economic conditions.

                                        D

     Default. Issues assigned this rating are in actual or imminent payment
default.

Duff

BOND RATINGS

                                       AAA

     Bonds rated AAA are considered highest credit quality. The risk factors are
negligible, being only slightly more than for risk-free U.S. Treasury debt.

                                       AA

     Bonds rated AA are considered high credit quality. Protection factors are
strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

                                        A

     Bonds rated A have protection factors which are average but adequate.
However, factors are more variable and greater in periods of economic stress.

                                       BBB

     Bonds rated BBB are considered to have below average protection factors but
still considered sufficient for prudent investment. There may be considerable
variability in risk for bonds in this category during economic cycles.

                                       BB

     Bonds rated BB are below investment grade but are deemed by Duff as likely
to meet obligations when due. Present or prospective financial protection
factors fluctuate according to industry conditions or company fortunes. Overall
quality may move up or down frequently within the category.

                                        B

     Bonds rated B are below investment grade and possess the risk that
obligations will not be met when due. Financial protection factors will
fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in quality rating within
this category or into a higher or lower quality rating grade.

                                       CCC

     Bonds rated CCC are well below investment grade securities. Such bonds may
be in default or have considerable uncertainty as to timely payment of interest,
preferred dividends and/or principal. Protection factors are narrow and risk can
be substantial with unfavorable economic or industry conditions and/or with
unfavorable company developments.

                                       DD

     Defaulted debt obligations. Issuer has failed to meet scheduled principal
and/or interest payments.

     Plus (+) and minus (-) signs are used with a rating symbol (except AAA) to
indicate the relative position of a credit within the rating category.

COMMERCIAL PAPER RATING

     The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small. Paper rated Duff-3 is regarded
as having satisfactory liquidity and other protection factors. Risk factors are
larger and subject to more variation. Nevertheless, timely payment is expected.
Paper rated Duff-4 is regarded as having speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation. Paper rated Duff-5 is in default. The issuer has failed to meet
scheduled principal and/or interest payments.


<PAGE>


                          DREYFUS DEBT AND EQUITY FUNDS

                            PART C. OTHER INFORMATION
                            -------------------------

Item 23.          Exhibits
- -------           --------

  (a)     Registrant's Amended and Restated Declaration of Trust is
          incorporated by reference to Exhibit (1) of Post-Effective
          Amendment No. 13 to the Registration Statement on Form N-1A, filed on
          December 29, 1995.

  (b)     Registrant's By-Laws, as amended are incorporated by reference to
          Exhibit (b) or Post-Effective Amendment No. 26 to the Registration
          Statement on Form N-1A, filed on February 2, 2000.

  (d)(1)  Revised Management Agreement is incorporated by reference to Exhibit
          (d)(1) of Post-Effective Amendment No. 27 to the Registration
          Statement on Form N-1A, filed on February 7, 2000.

  (e)     Revised Distribution Agreement is incorporated by reference to Exhibit
          (e) of Post-Effective Amendment No. 27 to the Registration Statement
          on Form N-1A, filed on February 7, 2000.

  (g)     Amended and Restated Custody Agreement is incorporated by reference to
          Exhibit 8 of Post-Effective Amendment No. 13 to the Registration
          Statement on Form N-1A, filed on December 29, 1995.

  (h)     Revised Shareholder Services Plan is incorporated by reference to
          Exhibit (h) of Post-Effective Amendment No. 27 to the Registration
          Statement on Form N-1A, filed on February 7, 2000.

  (i)     Opinion and consent of Registrant's counsel is incorporated by
          reference to Exhibit (i) of Post-Effective Amendment No. 26 to the
          Registration Statement on Form N-1A, filed on February 2, 2000.

  (j)     Consent of Independent Auditors.

  (m)     Revised Rule 12b-1 Plan is incorporated by reference to
          Exhibit (m) of Post-Effective Amendment No. 27 to the Registration
          Statement on Form N-1A, filed on February 7, 2000.

  (n)     Revised Rule 18f-3 Plan is incorporated by reference to
          Exhibit (n) of Post-Effective Amendment No. 27 to the Registration
          Statement on Form N-1A, filed on February 7, 2000.

          Other Exhibits
          --------------

               (a)  Power of Attorney is incorporated by reference to Other
                    Exhibits of Post-Effective Amendment No. 25 to the
                    Registration Statement on Form N-1A, filed on February 23,
                    1999.

               (b)  Certificate of Assistant Secretary is incorporated by
                    reference to Other Exhibits of Post-Effective Amendment
                    No. 25 to the Registration Statement on Form N-1A, filed on
                    February 23, 1999.

- --------------------
Item 24.  Persons Controlled by or under Common Control with Registrant.
- -------   --------------------------------------------------------------

          Not Applicable


Item 25.  Indemnification
- -------   ---------------

          Reference is made to Article VIII of the Registrant's Amended and
          Restated Declaration of Trust incorporated by reference to Exhibit (1)
          of Post-Effective Amendment No. 13 to the Registration Statement on
          Form N-1A, filed on December 29, 1995. The application of these
          provisions is limited by Article 10 of the Registrant's By-Laws, as
          amended, filed herewith, 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 trustees, 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. In the event that a claim for
               indemnification is against such liabilities (other than the
               payment by the registrant of expenses incurred or paid by a
               trustee, officer or controlling person of the registrant in the
               successful defense of any such action, suit or proceeding) is
               asserted by such trustee, 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 also is made to the Revised Distribution Agreement
          incorporated by reference to Exhibit (e) of Post-Effective Amendment
          No. 27 to the Registration Statement on Form N-1A, filed on February
          7, 2000.

Item 26.  Business and Other Connections of Investment Adviser.
- -------   ----------------------------------------------------

          The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise
          a financial service organization whose business consists primarily of
          providing investment management services as the investment adviser and
          manager for sponsored investment companies registered under the
          Investment Company Act of 1940 and as an investment adviser to
          institutional and individual accounts. Dreyfus also serves as
          sub-investment adviser to and/or administrator of other investment
          companies. Dreyfus Service Corporation, a wholly-owned subsidiary of
          Dreyfus, serves primarily as a registered broker-dealer of shares of
          investment companies sponsored by Dreyfus and of other investment
          companies for which Dreyfus acts as investment adviser, sub-investment
          adviser or administrator. Dreyfus Investment Advisers, Inc., another
          wholly-owned subsidiary, provides investment management services to
          various pension plans, institutions and individuals.
<PAGE>
Item 26.  Business and Other Connections of Investment Adviser (Continued)

                  Officers and Directors of Investment Adviser

<TABLE>
<CAPTION>
NAME AND POSITION
WITH DREYFUS                       OTHER BUSINESSES                      POSITION HELD              DATES

<S>                                <C>                                   <C>                        <C>
CHRISTOPHER M. CONDRON             Franklin Portfolio Associates, LLC*   Director                   1/97 - Present
Chairman of the Board and
Chief Executive Officer            TBCAM Holdings, Inc.*                 Director                   10/97 - Present
                                                                         President                  10/97 - 6/98
                                                                         Chairman                   10/97 - 6/98

                                   The Boston Company                    Director                   1/98 - Present
                                   Asset Management, LLC*                Chairman                   1/98 - 6/98
                                                                         President                  1/98 - 6/98

                                   The Boston Company                    President                  9/95 - 1/98
                                   Asset Management, Inc.*               Chairman                   4/95 - 1/98

                                   Franklin Portfolio Holdings, Inc.*    Director                   1/97 - Present

                                   Certus Asset Advisors Corp.**         Director                   6/95 -Present

                                   Mellon Capital Management             Director                   5/95 -Present
                                   Corporation***

                                   Mellon Bond Associates, LLP+          Executive Committee        1/98 - Present
                                                                         Member

                                   Mellon Bond Associates+               Trustee                    5/95 -1/98

                                   Mellon Equity Associates, LLP+        Executive Committee        1/98 - Present
                                                                         Member

                                   Mellon Equity Associates+             Trustee                    5/95 - 1/98

                                   Boston Safe Advisors, Inc. *          Director                   5/95 - Present
                                                                         President                  5/95 - Present

                                   Mellon Bank, N.A.+                    Director                   1/99 - Present
                                                                         Chief Operating Officer    3/98 - Present
                                                                         President                  3/98 - Present
                                                                         Vice Chairman              11/94 - 3/98

                                   Mellon Bank Corporation+              Chief Operating Officer    1/99 - Present
                                                                         President                  1/99 - Present
                                                                         Director                   1/98 - Present
                                                                         Vice Chairman              11/94 - 1/99

                                   The Boston Company, Inc.*             Vice Chairman              1/94 - Present
                                                                         Director                   5/93 - Present

                                   Laurel Capital Advisors, LLP+         Exec. Committee            1/98 - 8/98
                                                                         Member

                                   Laurel Capital Advisors+              Trustee                    10/93 - 1/98

                                   Boston Safe Deposit and Trust         Director                   5/93 -Present
                                   Company*

                                   The Boston Company Financial          President                  6/89 - Present
                                   Strategies, Inc.*                     Director                   6/89 - Present


MANDELL L. BERMAN                  Self-Employed                         Real Estate Consultant,    11/74 -  Present
Director                           29100 Northwestern Highway            Residential Builder and
                                   Suite 370                             Private Investor
                                   Southfield, MI 48034

BURTON C. BORGELT                  DeVlieg Bullard, Inc.                 Director                   1/93 - Present
Director                           1 Gorham Island
                                   Westport, CT 06880

                                   Mellon Bank Corporation+              Director                   6/91 - Present

                                   Mellon Bank, N.A.+                    Director                   6/91 - Present

                                   Dentsply International, Inc.          Director                   2/81 - Present
                                   570 West College Avenue
                                   York, PA

                                   Quill Corporation                     Director                   3/93 - Present
                                   Lincolnshire, IL

STEPHEN E. CANTER                  Dreyfus Investment                    Chairman of the Board      1/97 - Present
President, Chief Operating         Advisors, Inc.++                      Director                   5/95 - Present
Officer, Chief Investment                                                President                  5/95 - Present
Officer, and Director
                                   Newton Management Limited             Director                   2/99 - Present
                                   London, England

                                   Mellon Bond Associates, LLP+          Executive Committee        1/99 - Present
                                                                         Member

                                   Mellon Equity Associates, LLP+        Executive Committee        1/99 - Present
                                                                         Member

                                   Franklin Portfolio Associates, LLC*   Director                   2/99 - Present

                                   Franklin Portfolio Holdings, Inc.*    Director                   2/99 - Present

                                   The Boston Company Asset              Director                   2/99 - Present
                                   Management, LLC*

                                   TBCAM Holdings, Inc.*                 Director                   2/99 - Present

                                   Mellon Capital Management             Director                   1/99 - Present
                                   Corporation***

                                   Founders Asset Management, LLC****    Member, Board of           12/97 - Present
                                                                         Managers
                                                                         Acting Chief Executive     7/98 - 12/98
                                                                         Officer
                                   The Dreyfus Trust Company+++
                                                                         Director                   6/95 - Present
                                                                         Chairman                   1/99 - Present
                                                                         President                  1/99 - Present
                                                                         Chief Executive Officer    1/99 - Present

THOMAS F. EGGERS                   Dreyfus Service Corporation++         Executive Vice President   4/96 - Present
Vice Chairman - Institutional                                            Director                   9/96 - Present
and Director
                                   Founders Asset Management, LLC****    Member, Board of Managers  2/99 - Present

                                   Dreyfus Service Organization++        Director                   3/99 - Present

                                   Dreyfus Insurance Agency of           Director                   3/99 - Present
                                   Massachusetts, Inc.+++

                                   Dreyfus Brokerage Services, Inc.      Director                   11/97 - 6/98
                                   401 North Maple Avenue
                                   Beverly Hills, CA.

STEVEN G. ELLIOTT                  Mellon Bank Corporation+              Senior Vice Chairman       1/99 - Present
Director                                                                 Chief Financial Officer    1/90 - Present
                                                                         Vice Chairman              6/92 - 1/99
                                                                         Treasurer                  1/90 - 5/98

                                   Mellon Bank, N.A.+                    Senior Vice Chairman       3/98 - Present
                                                                         Vice Chairman              6/92 - 3/98
                                                                         Chief Financial Officer    1/90 - Present

                                   Mellon EFT Services Corporation       Director                   10/98 - Present
                                   Mellon Bank Center, 8th Floor
                                   1735 Market Street
                                   Philadelphia, PA 19103

                                   Mellon Financial Services             Director                   1/96 - Present
                                   Corporation #1                        Vice President             1/96 - Present
                                   Mellon Bank Center, 8th Floor
                                   1735 Market Street
                                   Philadelphia, PA 19103

                                   Boston Group Holdings, Inc.*          Vice President             5/93 - Present

                                   APT Holdings Corporation              Treasurer                  12/87 - Present
                                   Pike Creek Operations Center
                                   4500 New Linden Hill Road
                                   Wilmington, DE 19808

                                   Allomon Corporation                   Director                   12/87 - Present
                                   Two Mellon Bank Center
                                   Pittsburgh, PA 15259

                                   Collection Services Corporation       Controller                 10/90 - 2/99
                                   500 Grant Street                      Director                   9/88 - 2/99
                                   Pittsburgh, PA 15258                  Vice President             9/88 - 2/99
                                                                         Treasurer                  9/88 - 2/99

                                   Mellon Financial Company+             Principal Exec. Officer    1/88 - Present
                                                                         Chief Financial Officer    8/87 - Present

                                   Mellon Overseas Investments           Director                   8/87 - Present
                                   Corporation+                          President                  8/87 - Present

                                                                         Director                   4/88 - Present
                                                                         Chairman                   7/89 - 11/97
                                   Mellon International Investment       President                  4/88 - 11/97
                                   Corporation+                          Chief Executive Officer    4/88 - 11/97
                                                                         Director                   9/89 - 8/97

                                   Mellon Financial Services             Treasurer                  12/87 - Present
                                   Corporation #5+

                                   Mellon Financial Markets, Inc.+       Director                   1/99 - Present

                                   Mellon Financial Services             Director                   1/99 - Present
                                   Corporation #17
                                   Fort Lee, NJ

                                   Mellon Mortgage Company               Director                   1/99 - Present
                                   Houston, TX

                                   Mellon Ventures, Inc.+                Director                   1/99 - Present

LAWRENCE S. KASH                   Dreyfus Investment                    Director                   4/97 - Present
Vice Chairman                      Advisors, Inc.++

                                   Dreyfus Brokerage Services, Inc.      Chairman                   11/97 - 2/99
                                   401 North Maple Ave.                  Chief Executive Officer    11/97 - 2/98
                                   Beverly Hills, CA

                                   Dreyfus Service Corporation++         Director                   1/95 - 2/99
                                                                         President                  9/96 - 3/99

                                   Dreyfus Precious Metals, Inc.+++      Director                   3/96 - 12/98
                                                                         President                  10/96 - 12/98

                                   Dreyfus Service                       Director                   12/94 - 3/99
                                   Organization, Inc.++                  President                  1/97 -  3/99

                                   Seven Six Seven Agency, Inc.++        Director                   1/97 - 4/99

                                   Dreyfus Insurance Agency of           Chairman                   5/97 - 3/99
                                   Massachusetts, Inc.++++               President                  5/97 - 3/99
                                                                         Director                   5/97 - 3/99

                                   The Dreyfus Trust Company+++          Chairman                   1/97 - 1/99
                                                                         President                  2/97 - 1/99
                                                                         Chief Executive Officer    2/97 - 1/99
                                                                         Director                   12/94 - Present

                                   The Dreyfus Consumer Credit           Chairman                   5/97 - 6/99
                                   Corporation++                         President                  5/97 - 6/99
                                                                         Director                   12/94 - 6/99

                                   Founders Asset Management, LLC****    Member, Board of Managers  12/97 - Present

                                   The Boston Company Advisors,          Chairman                   12/95 - Present
                                   Inc.                                  Chief Executive Officer    12/95 - Present
                                   Wilmington, DE                        President                  12/95 - Present

                                   The Boston Company, Inc.*             Director                    5/93 - Present
                                                                         President                   5/93 - Present

                                   Mellon Bank, N.A.+                    Executive Vice President    6/92 - Present

                                   Laurel Capital Advisors, LLP+         Chairman                    1/98 - 8/98
                                                                         Executive Committee         1/98 - 8/98
                                                                           Member
                                                                         Chief Executive Officer     1/98 - 8/98
                                                                         President                   1/98 - 8/98

                                   Laurel Capital Advisors, Inc.+        Trustee                    12/91 - 1/98
                                                                         Chairman                    9/93 - 1/98
                                                                         President and CEO          12/91 - 1/98

                                   Boston Group Holdings, Inc.*          Director                    5/93 - Present
                                                                         President                   5/93 - Present

MARTIN G. MCGUINN                  Mellon Bank Corporation+              Chairman                    1/99 - Present
Director                                                                 Chief Executive Officer     1/99 - Present
                                                                         Director                    1/98 - Present
                                                                         Vice Chairman               1/90 - 1/99

                                   Mellon Bank, N. A. +                  Chairman                   3/98 - Present
                                                                         Chief Executive Officer    3/98 - Present
                                                                         Director                   1/98 - Present
                                                                         Vice Chairman              1/90 - 3/98

                                   Mellon Leasing Corporation+           Vice Chairman              12/96 - Present

                                   Mellon Bank (DE) National             Director                   4/89 - 12/98
                                   Association
                                   Wilmington, DE

                                   Mellon Bank (MD) National             Director                   1/96 - 4/98
                                   Association
                                   Rockville, Maryland

                                   Mellon Financial                      Vice President             9/86  - 10/97
                                   Corporation (MD)
                                   Rockville, Maryland

J. DAVID OFFICER                   Dreyfus Service Corporation++         Executive Vice President   5/98 - Present
Vice Chairman                                                            Director                   3/99 - Present
And Director
                                   Dreyfus Service Organization++        Director                   3/99 - Present

                                   Dreyfus Insurance Agency of           Director                   5/98 - Present
                                   Massachusetts, Inc.++++

                                   Dreyfus Brokerage Services, Inc.      Chairman                   3/99 - Present
                                   401 North Maple Avenue
                                   Beverly Hills, CA

                                   Seven Six Seven Agency, Inc.++        Director                   10/98 - Present

                                   Mellon Residential Funding Corp.+     Director                    4/97 - Present

                                   Mellon Trust of Florida, N.A.         Director                    8/97 - Present
                                   2875 Northeast 191st Street
                                   North Miami Beach, FL 33180

                                   Mellon Bank, NA+                      Executive Vice President   7/96 - Present

                                   The Boston Company, Inc.*             Vice Chairman              1/97 - Present
                                                                         Director                   7/96 - Present

                                   Mellon Preferred Capital              Director                   11/96 - Present
                                   Corporation*

                                   RECO, Inc.*                           President                  11/96 - Present
                                                                         Director                   11/96 - Present

                                   The Boston Company Financial          President                  8/96 - Present
                                   Services, Inc.*                       Director                   8/96 - Present

                                   Boston Safe Deposit and Trust         Director                   7/96 - Present
                                   Company*                              President                  7/96 - 1/99

                                   Mellon Trust of New York              Director                   6/96 - Present
                                   1301 Avenue of the Americas
                                   New York, NY 10019

                                   Mellon Trust of California            Director                   6/96 - Present
                                   400 South Hope Street
                                   Suite 400
                                   Los Angeles, CA 90071

                                   Mellon Bank, N.A.+                    Executive Vice President   2/94 - Present

                                   Mellon United National Bank           Director                   3/98 - Present
                                   1399 SW 1st Ave., Suite 400
                                   Miami, Florida

                                   Boston Group Holdings, Inc.*          Director                   12/97 - Present

                                   Dreyfus Financial Services Corp.+     Director                   9/96 - Present

                                   Dreyfus Investment Services           Director                   4/96 - Present
                                   Corporation+

RICHARD W. SABO                    Founders Asset Management LLC****     President                  12/98 - Present
Director                                                                 Chief Executive Officer    12/98 - Present

                                   Prudential Securities
                                   New York, NY                          Senior Vice President      07/91 - 11/98
                                                                         Regional Director          07/91 - 11/98

RICHARD F. SYRON                   Thermo Electron                       President                  6/99 - Present
Director                           81 Wyman Street                       Chief Executive Officer    6/99 - Present
                                   Waltham, MA 02454-9046

                                   American Stock Exchange               Chairman                   4/94 -6/99
                                   86 Trinity Place                      Chief Executive Officer    4/94 - 6/99
                                   New York, NY 10006

RONALD P. O'HANLEY                 Franklin Portfolio Holdings, Inc.*    Director                   3/97 - Present
Vice Chairman
                                   TBCAM Holdings, Inc.*                 Chairman                   6/98 - Present
                                                                         Director                   10/97 - Present

                                   The Boston Company Asset              Chairman                   6/98 - Present
                                   Management, LLC*                      Director                   1/98 - 6/98

                                   The Boston Company Asset              Director                   2/97 - 12/97
                                   Management, Inc.*

                                   Boston Safe Advisors, Inc.*           Chairman                   6/97 - Present
                                                                         Director                   2/97 - Present

                                   Pareto Partners                       Partner Representative     5/97 - Present
                                   271 Regent Street
                                   London, England W1R 8PP

                                   Mellon Capital Management             Director                   5/97 -Present
                                   Corporation***

                                   Certus Asset Advisors Corp.**         Director                   2/97 - Present

                                   Mellon Bond Associates+               Trustee                    2/97 - Present
                                                                         Chairman                   2/97 - Present

                                   Mellon Equity Associates+             Trustee                    2/97 - Present
                                                                         Chairman                   2/97 - Present

                                   Mellon-France Corporation+            Director                   3/97 - Present

                                   Laurel Capital Advisors+              Trustee                    3/97 - Present

MARK N. JACOBS                     Dreyfus Investment                    Director                   4/97 - Present
General Counsel,                   Advisors, Inc.++                      Secretary                  10/77 - 7/98
Vice President, and
Secretary                          The Dreyfus Trust Company+++          Director                   3/96 - Present

                                   The TruePenny Corporation++           President                  10/98 - Present
                                                                         Director                   3/96 - Present

                                   Dreyfus Service                       Director                   3/97 - 3/99
                                   Organization, Inc.++

WILLIAM H. MARESCA                 The Dreyfus Trust Company+++          Chief Financial Officer    3/99 - Present
Controller                                                               Treasurer                  9/98 - Present
                                                                         Director                   3/97 - Present

                                   Dreyfus Service Corporation++         Chief Financial Officer    12/98 - Present

                                   Dreyfus Consumer Credit Corp. ++      Treasurer                  10/98 -Present

                                   Dreyfus Investment                    Treasurer                  10/98 - Present
                                   Advisors, Inc. ++

                                   Dreyfus-Lincoln, Inc.                 Vice President             10/98 - Present
                                   4500 New Linden Hill Road
                                   Wilmington, DE 19808

                                   The TruePenny Corporation++           Vice President             10/98 - Present

                                   Dreyfus Precious Metals, Inc.+++      Treasurer                  10/98 - 12/98

                                   The Trotwood Corporation++            Vice President             10/98 - Present

                                   Trotwood Hunters Corporation++        Vice President             10/98 - Present

                                   Trotwood Hunters Site A Corp.++       Vice President             10/98 - Present

                                   Dreyfus Transfer, Inc.                Chief Financial Officer    5/98 - Present
                                   One American Express Plaza,
                                   Providence, RI 02903

                                   Dreyfus Service                       Treasurer                  3/99 - Present
                                   Organization, Inc.++                  Assistant  Treasurer       3/93 - 3/99

                                   Dreyfus Insurance Agency of
                                   Massachusetts, Inc.++++               Assistant Treasurer        5/98 - Present

WILLIAM T. SANDALLS, JR.           Dreyfus Transfer, Inc.                Chairman                   2/97 - Present
Executive Vice President           One American Express Plaza,
                                   Providence, RI 02903

                                   Dreyfus Service Corporation++         Director                   1/96 - Present
                                                                         Executive Vice President   2/97 - Present
                                                                         Chief Financial Officer    2/97-12/98

                                   Dreyfus Investment                    Director                   1/96 - Present
                                   Advisors, Inc.++                      Treasurer                  1/96 - 10/98

                                   Dreyfus-Lincoln, Inc.                 Director                   12/96 - Present
                                   4500 New Linden Hill Road             President                  1/97 - Present
                                   Wilmington, DE 19808

                                   Seven Six Seven Agency, Inc.++        Director                   1/96 - 10/98
                                                                         Treasurer                  10/96 - 10/98

                                   The Dreyfus Consumer                  Director                   1/96 - Present
                                   Credit Corp.++                        Vice President             1/96 - Present
                                                                         Treasurer                  1/97 - 10/98

                                   The Dreyfus Trust Company +++         Director                   1/96 - Present

                                   Dreyfus Service Organization,         Treasurer                  10/96- 3/99
                                   Inc.++

                                   Dreyfus Insurance Agency of           Director                   5/97 - 3/99
                                   Massachusetts, Inc.++++               Treasurer                  5/97- 3/99
                                                                         Executive Vice President   5/97 - 3/99

DIANE P. DURNIN                    Dreyfus Service Corporation++         Senior Vice President -    5/95 - 3/99
Vice President - Product                                                 Marketing and
Development                                                              Advertising Division

PATRICE M. KOZLOWSKI               NONE
Vice President - Corporate
Communications

MARY BETH LEIBIG                   NONE
Vice President -
Human Resources

THEODORE A. SCHACHAR               Dreyfus Service Corporation++         Vice President -Tax        10/96 - Present
Vice President - Tax
                                   The Dreyfus Consumer Credit           Chairman                   6/99 - Present
                                   Corporation++                         President                  6/99 - Present

                                   Dreyfus Investment Advisors, Inc.++   Vice President - Tax       10/96 - Present

                                   Dreyfus Precious Metals, Inc.+++      Vice President - Tax       10/96 - 12/98

                                   Dreyfus Service Organization, Inc.++  Vice President - Tax       10/96 - Present

WENDY STRUTT                       None
Vice President

RICHARD TERRES                     None
Vice President

ANDREW S. WASSER                   Mellon Bank Corporation+              Vice President             1/95 - Present
Vice-President -
Information Systems

JAMES BITETTO                      The TruePenny Corporation++           Secretary                  9/98 - Present
Assistant Secretary
                                   Dreyfus Service Corporation++         Assistant Secretary        8/98 - Present

                                   Dreyfus Investment                    Assistant Secretary        7/98 - Present
                                   Advisors, Inc.++

                                   Dreyfus Service                       Assistant Secretary        7/98 - Present
                                   Organization, Inc.++

STEVEN F. NEWMAN                   Dreyfus Transfer, Inc.                Vice President             2/97 - Present
Assistant Secretary                One American Express Plaza            Director                   2/97 - Present
                                   Providence, RI 02903                  Secretary                  2/97 - Present

                                   Dreyfus Service                       Secretary                  7/98 - Present
                                   Organization, Inc.++                  Assistant Secretary        5/98 - 7/98


- --------
*     The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
**    The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
***   The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
****  The address of the business so indicated is 2930 East Third Avenue, Denver, Colorado 80206.
+     The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++    The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++   The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++  The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109
**** The address of the business so indicated is 2930 East Third Avenue, Denver, Colorado 80206.
</TABLE>
<PAGE>
Item 27.  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 Funds
   24)    Dreyfus Growth and Income Fund, Inc.
   25)    Dreyfus Growth and Value Funds, Inc.
   26)    Dreyfus Growth Opportunity Fund, Inc.
   27)    Dreyfus Debt and Equity Funds
   28)    Dreyfus Index Funds, Inc.
   29)    Dreyfus Institutional Money Market Fund
   30)    Dreyfus Institutional Preferred Money Market Fund
   31)    Dreyfus Institutional Short Term Treasury Fund
   32)    Dreyfus Insured Municipal Bond Fund, Inc.
   33)    Dreyfus Intermediate Municipal Bond Fund, Inc.
   34)    Dreyfus International Funds, Inc.
   35)    Dreyfus Investment Grade Bond Funds, Inc.
   36)    Dreyfus Investment Portfolios
   37)    The Dreyfus/Laurel Funds, Inc.
   38)    The Dreyfus/Laurel Funds Trust
   39)    The Dreyfus/Laurel Tax-Free Municipal Funds
   40)    Dreyfus LifeTime Portfolios, Inc.
   41)    Dreyfus Liquid Assets, Inc.
   42)    Dreyfus Massachusetts Intermediate Municipal Bond Fund
   43)    Dreyfus Massachusetts Municipal Money Market Fund
   44)    Dreyfus Massachusetts Tax Exempt Bond Fund
   45)    Dreyfus MidCap Index Fund
   46)    Dreyfus Money Market Instruments, Inc.
   47)    Dreyfus Municipal Bond Fund, Inc.
   48)    Dreyfus Municipal Cash Management Plus
   49)    Dreyfus Municipal Money Market Fund, Inc.
   50)    Dreyfus New Jersey Intermediate Municipal Bond Fund
   51)    Dreyfus New Jersey Municipal Bond Fund, Inc.
   52)    Dreyfus New Jersey Municipal Money Market Fund, Inc.
   53)    Dreyfus New Leaders Fund, Inc.
   54)    Dreyfus New York Insured Tax Exempt Bond Fund
   55)    Dreyfus New York Municipal Cash Management
   56)    Dreyfus New York Tax Exempt Bond Fund, Inc.
   57)    Dreyfus New York Tax Exempt Intermediate Bond Fund
   58)    Dreyfus New York Tax Exempt Money Market Fund
   59)    Dreyfus U.S. Treasury Intermediate Term Fund
   60)    Dreyfus U.S. Treasury Long Term Fund
   61)    Dreyfus 100% U.S. Treasury Money Market Fund
   62)    Dreyfus U.S. Treasury Short Term Fund
   63)    Dreyfus Pennsylvania Intermediate Municipal Bond Fund
   64)    Dreyfus Pennsylvania Municipal Money Market Fund
   65)    Dreyfus Premier California Municipal Bond Fund
   66)    Dreyfus Premier Equity Funds, Inc.
   67)    Dreyfus Premier International Funds, Inc.
   68)    Dreyfus Premier GNMA Fund
   69)    Dreyfus Premier Worldwide Growth Fund, Inc.
   70)    Dreyfus Premier Municipal Bond Fund
   71)    Dreyfus Premier New York Municipal Bond Fund
   72)    Dreyfus Premier State Municipal Bond Fund
   73)    Dreyfus Premier Value Fund
   74)    Dreyfus Short-Intermediate Government Fund
   75)    Dreyfus Short-Intermediate Municipal Bond Fund
   76)    The Dreyfus Socially Responsible Growth Fund, Inc.
   77)    Dreyfus Stock Index Fund, Inc.
   78)    Dreyfus Tax Exempt Cash Management
   79)    The Dreyfus Third Century Fund, Inc.
   80)    Dreyfus Treasury Cash Management
   81)    Dreyfus Treasury Prime Cash Management
   82)    Dreyfus Variable Investment Fund
   83)    Dreyfus Worldwide Dollar Money Market Fund, Inc.
   84)    Founders Funds, Inc.
   85)    General California Municipal Bond Fund, Inc.
   86)    General California Municipal Money Market Fund
   87)    General Government Securities Money Market Fund, Inc.
   88)    General Money Market Fund, Inc.
   89)    General Municipal Bond Fund, Inc.
   90)    General Municipal Money Market Funds, Inc.
   91)    General New York Municipal Bond Fund, Inc.
   92)    General New York Municipal Money Market Fund
<PAGE>
(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 Chief        Treasurer
                          Compliance Officer

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

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

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

William J. Nutt+          Chairman of the Board              None

Patrick W. McKeon+        Vice President                     None

Joseph A. Vignone+        Vice President                     None


- --------------------------------
 +   Principal business address is 60 State Street, Boston, Massachusetts 02109.
++   Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>


Item 28.   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.    Mellon Bank, N.A.
                           One Mellon Bank Center
                           Pittsburgh, PA 15258

                     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 29.   Management Services
- -------    -------------------

           Not Applicable

Item 30.   Undertakings
- -------    ------------

           None

<PAGE>
                                   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 be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York on the 25th day
of February, 2000.

                  DREYFUS DEBT AND EQUITY FUNDS

                  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 date indicated.

   Signatures                         Title                              Date
- ---------------------------        -----------                        --------

/s/Marie E. Connolly*            President and Treasurer               2/25/00
- ----------------------------     (Principal Executive Officer)
Marie E. Connolly

/s/Joseph F. Tower, III*         Assistant Treasurer                   2/25/00
- ----------------------------     (Principal Accounting
Joseph F. Tower, III             and Financial Officer)

/s/Joseph S. DiMartino*          Chairman of the Board                 2/25/00
- ----------------------------
Joseph S. DiMartino

/s/David W. Burke*               Board Member                          2/25/00
- -----------------------------
David W. Burke

/s/Diane Dunst*                  Board Member                          2/25/00
- ----------------------------
Diane Dunst

/s/Rosalind Gersten Jacobs*      Board Member                          2/25/00
- ----------------------------
Rosalind Gersten Jacobs

/s/Jay I. Meltzer*               Board Member                          2/25/00
- ----------------------------
Jay I. Meltzer

/s/Daniel Rose*                  Board Member                          2/25/00
- ----------------------------
Daniel Rose

/s/ Sander Vanocur*              Board Member                          2/25/00
- ----------------------------
Sander Vanocur

/s/ Warren B. Rudman*            Board Member                          2/25/00
- ----------------------------
Warren B. Rudman



*BY: /s/Stephanie Pierce
    -----------------------
    Stephanie Pierce,
    Attorney-in-Fact
<PAGE>

                               INDEX TO EXHIBITS

(j)   Consent of Independent Auditors.



                                                       EXHIBIT (J)

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Counsel and
Independent Auditor" and to the use of our report dated December 10, 1999 on
Dreyfus Core Bond Fund, Dreyfus Equity Income Fund, Dreyfus High Yield
Securities Fund, Dreyfus Premier High Yield Debt Plus Equity Fund, Dreyfus
Premier Real Estate Mortgage Fund and Dreyfus Short Term High Yield Fund, which
are incorporated by reference, in this Registration Statement (Form N-1A No.
33-7172) of Dreyfus Debt and Equity Funds.

                               ERNST & YOUNG LLP

New York, New York
February 24, 2000


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