DREYFUS DEBT AND EQUITY FUNDS
Certificate of Secretary
The undersigned, John B. Hammalian, Secretary of Dreyfus Debt and
Equity Funds (the "Fund"), hereby certifies that set forth below is a copy
of the resolutions adopted by the Board of Trustees of the Fund by
Unanimous Written Consent dated March 13, 2000 as if adopted by the
affirmative vote of the Board of Trustees at a duly constituted meeting
and that such resolutions have not been modified or recinded and remain in
full force and effect on the date hereof, with the exception that Mark
Kornfeld, Assistant General Counsel, resigned his position as of April 10,
2000:
RESOLVED, that the persons listed on Apendix A hereto are hereby
elected to the offices set forth opposite their respective names, to
serve as officers for the Funds indicated thereon, at the pleasure
of the Board; and it is further
RESOLVED, that such persons shall begin to serve as officers of the
Funds effective on the date the Distribution Agreement between each
Fund and Dreyfus Service Corporation becomes effective; and it is
further
RESOLVED, that the Registration Statement and any and all amendments
and supplements thereto may be signed by any one of Mark N. Jacobs,
Steven Newman, Michael Rosenberg, John Hammalian, Jeff Prusnofsky,
Robert R. Mullery, Janette Farragher, and Mark Kornfeld, as the
attorney-in-fact for the proper officers of the Fund, with full
power of substitution and resubstitution; and that the appointment
of each of such persons as such attorney-in-fact hereby is
authorized and approved; and that such attorneys-in-fact, and each
of them, shall have full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
connection with such Registration Statements and any and all
amendments and supplements thereto, as whom he or she is acting as
attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 29th day of December, 2000.
/s/ John B. Hammalian
John B. Hammalian
Secretary
(SEAL)
DREYFUS DEBT AND EQUITY FUNDS
APPEXDIX A
Dreyfus Debt and Equity Funds
Stephen E. Canter, President
Mark N. Jacobs, Vice President
Joseph Connolly, Vice President and Treasurer
John B. Hammalian, Secretary
Steven F. Newman, Assistant Secretary
Michael A. Rosenberg, Assistant Secretary
William McDowell, Assistant Treasurer
James Windels, Assistant Treasurer
