DREYFUS PREMIER GNMA FUND
497, 1998-09-29
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_______________________________________________________________________________
   
PROSPECTUS                                                         May 1, 1998
                                                   As revised, October 1, 1998
                            Dreyfus Premier GNMA Fund
    
_______________________________________________________________________________
        Dreyfus Premier GNMA Fund (the "Fund") is an open-end, diversified,
management investment company, known as a mutual fund. The Fund's investment
objective is to provide you with as high a level of current income as is
consistent with the preservation of capital by investing principally in
instruments issued by the Government National Mortgage Association.
        By this Prospectus, the Fund is offering three Classes of
shares_Class A, Class B and Class C_which are described herein. See
"Alternative Purchase Methods."
        The Fund provides free redemption checks with respect to Class A,
which you can use in amounts of $500 or more for cash or to pay bills. You
continue to earn income on the amount of the check until it clears. You can
purchase or redeem all Classes of shares by telephone using the TELETRANSFER
Privilege.
        The Dreyfus Corporation professionally manages the Fund's portfolio.
        This Prospectus sets forth concisely information about the Fund that
you should know before investing. It should be read and retained for future
reference.
        The Statement of Additional Information, dated May 1, 1998, which may
be revised from time to time, provides a further discussion of certain areas
in this Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange Commission and
is incorporated herein by reference. The Securities and Exchange Commission
maintains a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and other
information regarding the Fund. For a free copy of the Statement of
Additional Information, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-554-4611. When telephoning, ask
for Operator 144.
        MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL
FLUCTUATE.
_______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
__________________________________________________________________________
                              Table of Contents
  Fee Table.....................................................          3
  Condensed Financial Information...............................          4
  Alternative Purchase Methods..................................          5
  Description of the Fund.......................................          6
  Management of the Fund........................................          7
  How to Buy Shares.............................................          8
  Shareholder Services..........................................         12
  How to Redeem Shares..........................................         15
  Distribution Plan and Shareholder Services Plan...............         18
  Dividends, Distributions and Taxes............................         19
  Performance Information.......................................         20
  General Information...........................................         21
  Appendix......................................................         22

                     [Page 2]
<TABLE>
                                                                     Fee Table
Shareholder Transaction Expenses
                                                                                      CLASS A          CLASS B        CLASS C
<S>                                                                                     <C>              <C>             <C>
        Maximum Sales Load Imposed on Purchases
           (as a percentage of offering price).......................                   4.50%            None            None
        Maximum Deferred Sales Charge Imposed on Redemptions
           (as a percentage of the amount subject to charge).........                   None*            4.00%           1.00%
ANNUAL FUND OPERATING EXPENSES
        (as a percentage of average daily net assets)
        Management Fees..............................................                    .55%           .55%            .55%
        12b-1 Fees...................................................                     None          .50%            .75%
        Other Expenses ..............................................                    .50%           .50%            .50%
        Total Fund Operating Expenses................................                   1.05%          1.55%           1.80%
EXAMPLE
         You would pay the following expenses on a $1,000 investment,
         assuming (1) 5% annual return and (2) except where noted,
         redemption at the end of each time period:

                                                                                      CLASS A          CLASS B        CLASS C
              1 YEAR.................................................                   $ 55           $56/$16**        $28/$18**
              3 YEARS................................................                   $ 77           $79/$49**        $57
              5 YEARS................................................                   $100           $104/$84**       $97
              10 YEARS...............................................                   $167           $159***          $212
        *   A contingent deferred sales charge of 1.00% may be assessed on
            certain redemptions of Class A shares purchased without an initial
            sales charge as part of an investment of $1 million or more.
        **  Assuming no redemption of shares.
        *** Ten-year figure assumes conversion of Class B shares to Class A
            shares at the end of the sixth year following the date of purchase.
</TABLE>
_______________________________________________________________________________
    The amounts listed in the example should not be considered as
representative of past or future expenses and actual expenses may be greater
or less than those indicated. Moreover, while the example assumes a 5% annual
return, the Fund's actual performance will vary and may result in an actual
return greater or less than 5%.
_______________________________________________________________________________
        The purpose of the foregoing table is to assist you in understanding
the costs and expenses borne by the Fund and investors, the payment of which
will reduce investors' annual return. Long-term investors in Class B or Class
C shares could pay more in 12b-1 fees than the economic equivalent of paying
a front-end sales charge. Certain Service Agents (as defined below) may
charge their clients direct fees for effecting transactions in Fund shares;
such fees are not reflected in the foregoing table. See "Management of the
Fund," "How to Buy Shares," "How to Redeem Shares," and "Distribution Plan
and Shareholder Services Plan."


                     [Page 3]
                      Condensed Financial Information
   
        The information in the following table has been audited (except where
noted) by Ernst & Young LLP, the Fund's independent auditors. Further
financial data, related notes and report of independent auditors accompany
the Statement of Additional Information, available upon request.
    
   
Financial Highlights
        Contained below is per share operating performance data for a share
of beneficial interest outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the Fund's financial statements.
    

   
<TABLE>
                                                                      Class A Shares                             Six Months Ended
                      __________________________________________________________-__________________________________
                                                                       Year Ended DECEMBER 31,                     June 30, 1998
                      __________________________________________________________-__________________________________

PER SHARE DATA:              1988       1989       1990      1991    1992     1993     1994     1995     1996    1997  (UNAUDITED)
                            ______     _____      ______   ______   ______   ______   ______   ______   ______  ______  _________
<S>                         <C>        <C>        <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>      <C>
  Net asset value,
   beginning of
   period....               $13.87     $14.01     $14.28   $14.38   $15.30   $14.90   $14.84   $13.54   $14.66  $14.37  $14.76
                            ______     ______     ______   ______   ______   ______   ______   ______   ______  ______  ______
    INVESTMENT OPERATIONS:
  Investment
   income-net.....            1.35       1.36       1.32     1.20     1.10      .95      .88      .91      .88     .85     .42
  Net realized and
   unrealized gain (loss)
   on investments...           .40        .31        .10      .92     (.15)     .24    (1.30)    1.12     (.29)    .39     .07
                            ______     ______     ______   ______   ______   ______   ______   ______   ______  ______  ______
  Total from Investment
   Operations....             1.75       1.67       1.42     2.12      .95     1.19     (.42)    2.03      .59    1.24     .49
                            ______     ______     ______   ______   ______   ______   ______   ______   ______  ______  ______
    DISTRIBUTIONS:
  Dividends from investment
   income-net....           (1.35)      (1.36)     (1.32)   (1.20)   (1.10)    (.95)    (.88)    (.91)    (.88)   (.85)   (.42)
  Dividends from net
   realized gain
   on investments..          (.26)       (.04)      -         -       (.25)    (.30)     -        -        -       -       -
                           ______      ______     ______   ______   ______   ______   ______   ______   ______  ______  ______
  Total Distributions.      (1.61)      (1.40)     (1.32)   (1.20)   (1.35)   (1.25)    (.88)    (.91)    (.88)   (.85)   (.42)
                           ______      ______     ______   ______   ______   ______   ______   ______   ______  ______  ______
  Net asset value,
   end of period..         $14.01      $14.28     $14.38   $15.30   $14.90   $14.84   $13.54   $14.66   $14.37  $14.76  $14.83
                           ======      ======     ======   ======   ======   ======   ======   ======   ======  ======  ======
TOTAL INVESTMENT
 RETURN(1)..               12.96%       12.51%     10.57%   15.43%    6.50%    8.20%   (2.91)%  15.43%    4.25%   8.91%   6.72%(2)
RATIOS/SUPPLEMENTAL DATA:
  Ratio of expenses to
  average net assets....     _            _          .08%     .64%     .71%     .78%     .94%    1.03%    1.04%   1.05%   1.06%(2)
  Ratio of net investment
   income to
   average net
   assets....               9.28%        9.50%      9.28%    8.09%    7.23%    6.24%    6.20%    6.45%    6.17%   5.87%   5.65%(2)
  Decrease reflected in
  above expense ratios
  due to undertakings
   by The Dreyfus
   Corporation1...           .50%        1.50%      1.20%     .52%     .36%     .22%     .06%      _       _       _       _
  Portfolio
  Turnover Rate...      2,089.62%(3) 1,069.14%(3)  19.44%   36.90%   60.12%  274.95%  427.27%  349.24%  267.22% 518.62%  98.07%(4)
  Net Assets, end
   of period
  (000's omitted)..        $13,612      $30,068   $53,875 $113,434 $163,967 $197,239 $141,456 $134,545 $111,267 $95,071  $95,260
  (1) Exclusive of sales load.
  (2) Annualized.
  (3) The high portfolio turnover rate arose due to the selling off of large
      amounts of unsettled securities bought to take advantage of favorable
      short-term market fluctuations.
  (4) Not annualized.
</TABLE>
    

                     [Page 4]
   
<TABLE>

                                                   Class B Shares          Six Months Ended    Class C Shares   Six Months Ended
                                  ____________________________________________              ______________________
                                              Year Ended December 31,    June 30, 1998     Year Ended December 31, June 30, 1998
                                  ____________________________________________              _______________________
                                  1993(1)     1994     1995     1996      1997  (Unaudited)  1995(2)  1996     1997  (Unaudited)
                                   ______    ______   ______   ______    ______   ______     ______   ______   ______ __________
<S>                                <C>       <C>      <C>      <C>       <C>      <C>        <C>      <C>     <C>     <C>
PER SHARE DATA:
  Net asset value, beginning
   of period...                    $14.98    $14.84   $13.55   $14.67    $14.38   $14.78     $14.48   $14.67  $14.38  $14.77
                                   ______    ______   ______   ______    ______   ______     ______   ______   ______ ______
    Investment Operations:
  Investment income-net...            .83       .80      .84      .81       .78      .38        .16      .77     .75     .35
  Net realized and unrealized
   gain (loss)
   on investments........             .16     (1.29)    1.12     (.29)      .40      .06        .19     (.29)    .39     .07
                                   ______    ______   ______   ______    ______   ______     ______   ______   ______ ______
  Total from Investment
   Operations....                     .99      (.49)    1.96      .52      1.18      .44        .35      .48    1.14     .42
                                   ______    ______   ______   ______    ______   ______     ______   ______   ______ ______
    Distributions:
  Dividends from investment
   income-net...                     (.83)     (.80)    (.84)    (.81)     (.78)    (.38)      (.16)    (.77)   (.75)   (.35)
  Dividends from net realized gain
   on investments..........          (.30)       _        _        _        _        _          _         _       _       _
                                   ______    ______   ______   ______    ______   ______     ______   ______   ______ ______
  Total Distributions.....          (1.13)     (.80)    (.84)    (.81)     (.78)    (.38)      (.16)    (.77)   (.75)   (.35)
                                   ______    ______   ______   ______    ______   ______     ______   ______   ______ ______
  Net Asset Value, end of
   period....                      $14.84    $13.55   $14.67   $14.38    $14.78   $14.84     $14.67   $14.38  $14.77  $14.84
                                   ======    ======   ======   ======    ======   ======     ======   ======  ======  ======

TOTAL INVESTMENT RETURN(3)...        7.03%(4) (3.39)%  14.83%    3.71%     8.43%    6.07%(4)  11.47%(4) 3.44%   8.13%   5.79%(4)
RATIOS/SUPPLEMENTAL DATA:
  Ratio of expenses to average
   net assets...                     1.30%(4)  1.51%    1.55%    1.55%     1.55%    1.56%(4)   1.79%(4) 1.79%   1.80%   1.81%(4)
  Ratio of net investment income
   to average net assets...          5.38%(4)  5.61%    5.89%    5.65%     5.36%    5.15%(4)   5.25%(4) 5.42%   5.11%   4.59%(4)
  Decrease reflected in above
   expense ratios
   due to undertakings by
   The Dreyfus Corporation..          .20%(4)   .05%      _        _         _        _          _       _        _       _
  Portfolio Turnover Rate..        274.95%   427.27%  349.24%  267.22%   518.62%   98.07%(5) 349.24%  267.22%  518.62%  98.07%(5)
  Net Assets, end of period
  (000's omitted)....             $29,648   $35,710  $41,934  $39,833   $38,775  $37,800         $1      $17     $110    $620
  (1) From January 15, 1993 (commencement of initial offering) to December
      31, 1993.
  (2) From October 16, 1995 (commencement of initial offering) to December
      31, 1995.
  (3) Exclusive of sales load.
  (4) Annualized.
  (5) Not annualized.
</TABLE>
    
        Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to the
address or calling the number set forth on the cover page of this Prospectus.

                        Alternative Purchase Methods

        The Fund offers you three methods of purchasing Fund shares. You may
choose the Class of shares that best suits your needs, given the amount of
your purchase, the length of time you expect to hold your shares and any
other relevant circumstances. Each Fund share represents an identical pro
rata interest in the Fund's investment portfolio.
        Class A shares are sold at net asset value per share plus a maximum
initial sales charge of 4.50% of the public offering price imposed at the
time of purchase. The initial sales charge may be reduced or waived for
certain purchases. See "How to Buy Shares_Class A Shares." These shares are
subject to an annual service fee at the rate of .25 of 1% of the value of the
average daily net assets of Class A. See "Distribution Plan and Shareholder
Services Plan_ Shareholder Services Plan."
        Class B shares are sold at net asset value per share with no initial
sales charge at the time of purchase; as a result, the entire purchase price
is immediately invested in the Fund. Class B shares are subject to a maximum
4% contingent deferred sales charge ("CDSC"), which is assessed if you redeem
Class B shares within six years of purchase. See "How to Buy Shares_Class B
Shares" and "How to Redeem Shares_Contingent Deferred Sales Charge_Class B
Shares." These shares also are subject to an annual service fee at the rate
of .25 of 1% of the value of the average daily net assets of Class B. In
addition, Class B shares are subject to an annual distribution fee at the
rate of .50 of 1% of the value of the average daily net assets of Class B.
See "Distribution Plan and Shareholder Services Plan." The distribution fee
paid by Class B will cause such Class to have a higher expense ratio and to
pay lower dividends than Class A. 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, and will no
longer be subject to the distribution fee. 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.


                     [Page 5]
        Class C shares are sold at net asset value per share with no initial
sales charge at the time of purchase; as a result, the entire purchase price
is immediately invested in the Fund. Class C shares are subject to a 1% CDSC,
which is assessed only if you redeem Class C shares within one year of
purchase. See "How to Buy Shares _ Class C Shares" and "How to Redeem Shares
_ Contingent Deferred Sales Charge _ Class C Shares." These shares also are
subject to an annual service fee at the rate of .25 of 1%, and an annual
distribution fee at the rate of .75 of 1%, of the value of the average daily
net assets of Class C. See "Distribution Plan and Shareholder Services Plan."
 The distribution fee paid by Class C will cause such Class to have a higher
expense ratio and to pay lower dividends than Class A.
        The decision as to which Class of shares is more beneficial to you
depends on the amount and intended length of time of your investment. You
should consider whether, during the anticipated life of your investment in
the Fund, the accumulated distribution fee and CDSC, if any, on Class B or
Class C shares would be less than the initial sales charge on Class A shares
purchased at the same time, and to what extent, if any, such differential
would be offset by the return of Class A. Additionally, investors qualifying
for reduced initial sales charges who expect to maintain their investment for
an extended period of time might consider purchasing Class A shares because
the accumulated continuing distribution fees on Class B or Class C shares may
exceed the initial sales charge on Class A shares during the life of the
investment. Finally, you should consider the effect of the CDSC period and
any conversion rights of the Classes in the context of your own investment
time frame. For example, while Class C shares have a shorter CDSC period than
Class B shares, Class C shares do not have a conversion feature and,
therefore, are subject to an ongoing distribution fee. Thus, Class A and
Class B shares may be more attractive than Class C shares to investors with
long term investment outlooks. Generally, Class A shares may be more
appropriate for investors who invest $1,000,000 or more in Fund shares, and
for investors who invest between $100,000 and $999,999 in Fund shares with
long term investment outlooks. Class A shares will not be appropriate for
investors who invest less than $50,000 in Fund shares.

                            Description of the Fund
Investment Objective
        The Fund's investment objective is to provide you with as high a
level of current income as is consistent with the preservation of capital. It
cannot be changed without approval by the holders of a majority (as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")) of the
Fund's outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved.
Management Policies
        It is a fundamental policy of the Fund that it will invest at least
65% of the value of its net assets (except when maintaining a temporary
defensive position) in "GNMA Certificates" (popularly called "Ginnie Maes").
        Ginnie Maes are backed by the full faith and credit of the United
States. Ginnie Maes are mortgage-backed securities representing part
ownership of a pool of mortgage loans which are insured by the Federal
Housing Administration or Farmers' Home Administration or guaranteed by the
Veterans' Administration. The Fund invests in Ginnie Maes only of the "fully
modified pass-through" type which are guaranteed as to timely payment of
principal and interest by the Government National Mortgage Association, a U.S.
 Government corporation. The Fund may purchase Ginnie Maes on a forward
commitment basis as described under "Appendix - Investment Techniques -
Forward Commitments."
        The Fund may purchase other securities issued or guaranteed by, or
exchangeable for securities issued or guaranteed by, the U.S. Government or
issued by its agencies or instrumentalities that are backed by the full faith
and credit of the U.S. Government. For temporary defensive purposes, the
entire portfolio may be so invested. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. A security guaranteed by the U.S. Government is guaranteed only as
to principal and interest, and there is no guarantee of the security's market
value. The value of Fund shares is not guaranteed.
        The Fund's annual portfolio turnover rate for the current fiscal year
is not expected to exceed 500%. A portfolio turnover rate of 100% is
equivalent to the Fund purchasing and selling all of the securities in its
portfolio once in the course of a year. Higher portfolio turnover rates
usually generate additional brokerage commissions and transaction costs
(which, however, the Fund typically does not incur when it purchases
portfolio securities) and the short-term gains realized from these
transactions are taxable to shareholders as ordinary income. In addition, the
Fund may engage in various investment techniques, such as leveraging and
forward roll transactions. For a discussion of
                     [Page 6]
the investment techniques and their related risks, see "Investment
Considerations and Risks" and "Appendix - Investment Techniques" below and
"Investment Objective and Management Policies - Management Policies" in the
Statement of Additional Information.
Investment Considerations and Risks
MORTGAGE-RELATED SECURITIES - Although certain mortgage-related securities
are guaranteed by a third party or otherwise similarly secured, the market
value of the security, which may fluctuate, is not secured. 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. 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 the Fund's
mortgage-related securities to decrease broadly, the Fund's effective
duration, and thus sensitivity to interest rate fluctuations, would increase.
USE OF DERIVATIVES _ The Fund may invest in mortgage-related securities
which are a form of derivatives ("Derivatives"). These are financial
instruments which derive their performance, at least in part, from the
performance of an underlying asset, index or interest rate. While Derivatives
can be used effectively in furtherance of the Fund's investment objective,
under certain market conditions, they can increase the volatility of the
Fund's net asset value, decrease the liquidity of the Fund's portfolio and
make more difficult the accurate pricing of the Fund's portfolio. See
"Appendix - Investment Techniques - Use of Derivatives" below and "Investment
Objective and Management Policies - Management Policies - Derivatives" in the
Statement of Additional Information.
SIMULTANEOUS INVESTMENTS - Investment decisions for the Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
YEAR 2000 RISKS - Like other mutual funds, financial and business
organizations and individuals around the world, the Fund could be adversely
affected if the computer systems used by The Dreyfus Corporation and the
Fund's other service providers do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Dreyfus Corporation is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken
by the Fund's other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse
impact on the Fund.

                            Management of the Fund
   
INVESTMENT ADVISER - The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of August 31, 1998, The Dreyfus Corporation
managed or administered approximately $105 billion in assets for
approximately 1.8 million investor accounts nationwide.
    

        The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law. The Fund's primary portfolio manager is Michael Hoeh. He has held that
position since March 1997 and has been employed by The Dreyfus Corporation
since October 1996. Prior to joining The Dreyfus Corporation, Mr. Hoeh was
Vice President of Portfolio Management at Arm Capital Advisors, Inc. From
1991 to 1994, Mr. Hoeh was Vice President in the Risk Management division of
Blackrock Financial Management. The
                     [Page 7]
Fund's other portfolio managers are identified in the Statement of
Additional Information. The Dreyfus Corporation also provides research
services for the Fund and other funds advised by The Dreyfus Corporation
through a professional staff of portfolio managers and securities analysts.
   

        Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$350 billion in assets as of June 30, 1998, including approximately $125
billion in mutual fund assets. As of June 30, 1998, Mellon, through various
subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $1.7 trillion in assets including
approximately $54 billion in mutual fund assets.
    
   
        For the fiscal year ended December 31, 1997, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .55 of 1%
of the value of the Fund's average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily assume
certain expenses of the Fund, which would have the effect of lowering the
expense ratio of the Fund and increasing yield to investors. The Fund will
not pay The Dreyfus Corporation at a later time for any amounts it may waive,
nor will the Fund reimburse The Dreyfus Corporation for any amounts it may
assume.
    
   
        In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the Fund or other funds managed, advised or administered by The Dreyfus
Corporation or its affiliates as factors in the selection of broker-dealers
to execute portfolio transactions for the Fund. See "Portfolio Transactions"
in the Statement of Additional Information.
    

        The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O.Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). Mellon Bank, N.A., One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258, is the Fund's Custodian.
                                  How to Buy Shares
GENERAL _ Fund shares 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 of The Dreyfus Corporation or
any of its affiliates or subsidiaries, directors of The Dreyfus Corporation,
Board members of a fund advised by The Dreyfus Corporation, including members
of the Fund'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.
        When purchasing Fund shares, you must specify which Class is being
purchased. Share 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. See "Appendix - Additional Information About
Purchases, Exchanges and Redemptions."
        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 this Prospectus, 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. The initial investment must be accompanied by the Account
Application. 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

                     [Page 8]
acceptable to the Fund. The Fund reserves the right to vary further
the initial and subsequent investment minimum requirements at any time.
        You may purchase Fund shares by check or wire, or through the
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds," or, if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments which are mailed should be sent
to Dreyfus Premier GNMA Fund, P.O. Box 6587, Providence, Rhode Island
02940-6587. If you are opening a new account, please enclose your Account
Application indicating which Class of shares is being purchased. For
subsequent investments, your Fund account number should appear on the check
and an investment slip should be enclosed. For Dreyfus retirement plan
accounts, payments which are mailed should be sent to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427.
Neither initial nor subsequent investments should be made by third party
check.
        Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, together with the Fund's DDA
#8900119322/Dreyfus Premier GNMA Fund, for purchase of Fund shares in your
name. The wire must include your Fund account number (for new accounts, your
Taxpayer Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable, and must indicate the Class of
shares being purchased. If your initial purchase of Fund shares is by wire,
please call 1-800-554-4611 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on the Account
Application and promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is received. You
may obtain further information about remitting funds in this manner from your
bank. All payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be imposed if any
check used for investment in your account does not clear. The Fund makes
available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.
        Fund shares also may be purchased through Dreyfus-AUTOMATIC Asset
BuilderRegistration Mark and the Government Direct Deposit Privilege
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.
        Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
        Fund shares are sold on a continuous basis. Net asset value per share
of each Class 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. 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. The Fund's investments
are valued each business day by an independent pricing service approved by
the Fund's Board and are valued at fair value as determined by the pricing
service. The pricing service's procedures are reviewed under the general
supervision of the Fund's Board. For further information regarding the
methods employed in valuing Fund investments, see "Determination of Net Asset
Value" in the Statement of Additional Information.
        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 any 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
                     [Page 9]
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.
        The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares at net asset value 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"). Shares of funds in the Dreyfus Family of Funds
then held by Eligible Benefit Plans will be aggregated to determine the fee
payable. The Distributor 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 the Fund, including past profits or any other source
available to it.
        Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Account Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
CLASS A SHARES - The public offering price for Class A shares is the net
asset value per share of that Class plus a sales load as shown below:
<TABLE>
                                                                            Total Sales Load
                                                                   ________________________________

                                                                      As a % of             As a % of         Dealers' Reallowance
                                                                    Offering Price       Net Asset Value          as a % of
Amount of Transaction                                                 Per Share             Per 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>

        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. The Distributor 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 terms contained in the section of the Fund's Prospectus
entitled "How to Redeem Shares _ Contingent Deferred Sales Charge" (other
than the amount of the CDSC and time periods) are applicable to the Class A
shares subject to a CDSC. Letter of Intent and Right of Accumulation apply to
purchases of Class A shares subject to a CDSC.
        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 other
financial institution with respect to the sale of Fund 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 that 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 Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus Corporation, Board
members of a fund advised by The Dreyfus Corporation, including members of
the Fund's Board, or the spouse or minor child of any of the foregoing.

                     [Page 10]
        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
that, 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 Family of Funds 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 Family of Funds 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 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 TheDreyfus Corporation
or its affiliates. The purchase of Class A shares of the Fund must be made
within 60 days of such redemption and the shareholder must have been subject
to an initial sales charge or a contingent deferred sales charge with respect
to such redeemed shares.
        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 Internal
Revenue Code of 1986, as amended (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).
        The dealer reallowance may be changed from time to time but will
remain the same for all dealers. The Distributor, at its expense, may provide
additional promotional incentives to dealers that sell shares of funds
advised by The Dreyfus Corporation which are sold with a sales load, such as
the Fund. In some instances, those incentives may be offered only to certain
dealers who have sold or may sell significant amounts of shares.
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 under "How to Redeem Shares." The Distributor
compensates certain Service Agents for selling Class B and Class C shares at
the time of purchase from the Distributor's own assets. The proceeds of the
CDSC and the distribution fee, in part, are used to defray these expenses.
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."
RIGHT OF ACCUMULATION - CLASS A SHARES - Reduced sales loads apply to any
purchase of Class A shares, shares of other funds in the Dreyfus Premier
Family of Funds, shares of certain other funds advised by The Dreyfus
Corporation 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 in the Statement of Additional
Information, where the aggregate investment, including such purchase, is
$50,000 or more. If, for example, you have previously purchased and still
hold Class A shares of the Fund, or of any other Eligible Fund or combination
thereof, with an aggregate current market value of $40,000 and subsequently
purchase Class A shares of the Fund or an Eligible Fund having a current
value of $20,000, the sales load applicable to the subsequent purchase would
be reduced to 4% of the offering price. 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.
        To qualify for reduced sales loads, at the time of a 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.
TELETRANSFER PRIVILEGE - You may purchase shares (minimum $500, maximum
$150,000 per day) by telephone if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between the bank account designated in one of these documents and
your Fund account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
The Fund
                     [Page 11]
may modify or terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated.
        If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER purchase of shares by calling 1-800-554-4611 or, if you are
calling from overseas, call 516-794-5452.

                             Shareholder Services

        The services and privileges described under this heading may not be
available to clients of certain Service Agents and some Service Agents may
impose certain conditions on their clients which are different from those
described in this Prospectus. You should consult your Service Agent in this
regard.
Fund Exchanges
   
        Clients of certain Service Agents may purchase, in exchange for Class
A, Class B or Class C shares of the Fund, shares of the same Class of certain
other funds managed or administered by The Dreyfus Corporation, to the extent
such shares are offered for sale in such client's state of residence. These
funds have different investment objectives which may be of interest to you.
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 Dreyfus Corporation. 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 Auto-Exchange Privilege, Dividend
Sweep and the Automatic Withdrawal Plan. To use this service, you should
consult your Service Agent or call 1-800-554-4611 to determine if it is
available and whether any conditions are imposed on its use. If you are
calling from overseas, call 516-794-5452.
    
   
        To request an exchange, your Service Agent acting on your behalf must
give exchange instructions to the Transfer Agent in writing or by telephone.
Before any exchange, you must obtain and should review a copy of the current
prospectus of the fund into which the exchange is being made. Prospectuses
may be obtained by calling 1-800-554-4611. Except in the case of personal
retirement plans, the shares being exchanged must have a current value of at
least $500; furthermore, when establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made. The
ability to issue exchange instructions by telephone is given to all
shareholders automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse this Privilege.
The Telephone Exchange Privilege may be established for an existing account
by written request signed by all shareholders on the account, by a separate
signed Shareholder Services Form, or by oral request from any of the
authorized signatories on the account. If you have established the Telephone
Exchange Privilege, you may telephone exchange instructions (including over
The Dreyfus TouchRegistration Mark automated telephone system) by calling one
of the telephone numbers set forth above. See "How to Redeem
Shares-Procedures." Upon an exchange into a new account, the following
shareholder services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the exchange is being
made: Telephone Exchange Privilege, Check Redemption Privilege, TELETRANSFER
Privilege and the dividend/capital gain distribution option (except for
Dividend Sweep) selected by the investor.
    

        Shares will be exchanged at the next determined net asset value;
however, a sales load, which may be waived or reduced as described below, may
be charged with respect to exchanges of Class A shares into funds sold with a
sales load. No CDSC will be imposed on Class B or Class C shares at the time
of an exchange; however, Class B or Class C shares acquired through an
exchange will be subject to the higher CDSC applicable to the exchanged or
acquired shares. The CDSC applicable on redemption of the acquired Class B or
Class C shares will be calculated from the date of the initial purchase of
the Class B or Class C shares exchanged. If you are exchanging Class A shares
into a fund that charges a sales load, you may qualify for share prices which
do not include the sales load or which reflect a reduced sales load, if the
shares you are exchanging were: (a) purchased with a sales load, (b) acquired
by a previous exchange from shares purchased with a sales load, or (c)
acquired through reinvestment of dividends or distributions paid with respect
to the foregoing categories of shares. To qualify, at the time of the
exchange your Service Agent must notify the Distributor. Any such
qualification is subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged shareholders directly
in connection with exchanges, although the Fund reserves the right, upon not
less
                     [Page 12]
than 60 days' written notice, to charge shareholders a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. The Fund reserves the right to reject any exchange
request in whole or in part. See "Appendix _ Additional Information About
Purchases, Exchanges and Redemptions." The availability of Fund Exchanges may
be modified or terminated at any time upon notice to shareholders. See
"Dividends, Distributions and Taxes."
Auto-Exchange Privilege
        Auto-Exchange Privilege enables you to invest regularly (on a
semi-monthly, monthly, quarterly or annual basis), in exchange for shares of
the Fund, in shares of the same Class of other funds in the Dreyfus Premier
Family of Funds or certain other funds in the Dreyfus Family of Funds of
which you are a shareholder. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100 minimum), will be
exchanged automatically on the first and/or fifteenth of the month according
to the schedule you have selected. Shares will be exchanged at the
then-current net asset value; however, a sales load may be charged with
respect to exchanges of Class A shares into funds sold with a sales load. No
CDSC will be imposed on Class B or Class C shares at the time of an exchange;
however, Class B or Class C shares acquired through an exchange will be
subject on redemption to the higher CDSC applicable to the exchanged or
acquired shares. The CDSC applicable on redemption of the acquired Class B or
Class C shares will be calculated from the date of the initial purchase of
the Class B or Class C shares exchanged. See "Shareholder Services" in the
Statement of Additional Information. The right to exercise this Privilege may
be modified or cancelled by the Fund or the Transfer Agent. You may modify or
cancel your exercise of this Privilege at any time by mailing written
notification to Dreyfus Premier GNMA Fund, P.O. Box 6587, Providence, Rhode
Island 02940-6587. The Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. For more information
concerning this Privilege and the funds in the Dreyfus Premier Family of
Funds or the Dreyfus Family of Funds eligible to participate in this
Privilege, or to obtain an Auto-Exchange Authorization Form, please call toll
free 1-800-645-6561. See "Dividends, Distributions and Taxes."
Dreyfus-AUTOMATIC Asset BuilderRegistration Mark
        Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares
(minimum of $100 and maximum of $150,000 per transaction) at regular
intervals selected by you. Fund shares are purchased by transferring funds
from the bank account designated by you. Only an account maintained at a
domestic financial institution which is an Automated Clearing House member
may be so designated. To establish a Dreyfus-AUTOMATIC Asset Builder account,
you must file an authorization form with the Transfer Agent. You may obtain
the necessary authorization form by calling 1-800-554-4611. You may cancel
your participation in this Privilege or change the amount of purchase at any
time by mailing written notification to Dreyfus Premier GNMA Fund, P.O. Box
6587, Providence, Rhode Island 02940-6587, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective three
business days following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated.
Government Direct Deposit Privilege
        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 Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect. To enroll in
Government Direct Deposit, you must file with the Transfer Agent a completed
Direct Deposit Sign-Up Form for each type of payment that you desire to
include in this Privilege. The appropriate form may be obtained from your
Service Agent or by calling 1-800-554-4611. Death or legal incapacity will
terminate your participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the appropriate Federal
agency. The Fund may terminate your participation upon 30 days' notice to
you.
Dividend Options
        Dividend Sweep enables you to invest automatically dividends or
dividends and capital gain distributions, if any, paid by the Fund in shares
of the same Class of another fund in the Dreyfus Premier Family of Funds or
the Dreyfus Family of Funds of which you are a shareholder. Shares of the
other fund will be purchased at the then-current net asset value; however, a
sales load may be charged with respect to investments in shares of a fund
sold with a sales load. If you are investing in a fund that charges a sales
load, you may qualify for share prices which do not include the sales load or
which reflect a reduced sales load. If you are investing in a fund that
charges a CDSC, the shares
                     [Page 13]
purchased will be subject on redemption to the CDSC, if any,
applicable to the purchased shares. See "Shareholder Services" in the
Statement of Additional Information. Dividend ACHpermits 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.
        For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-554-4611. You may cancel
these privileges by mailing written notification to Dreyfus Premier GNMA
Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. Enrollment in or
cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may
not be used to open new accounts. Minimum subsequent investments do not apply
for Dividend Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is contemplated. Shares
held under Keogh Plans, IRAs or other retirement plans are not eligible for
Dividend Sweep.
Automatic Withdrawal Plan
        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. An Automatic Withdrawal Plan may
be established by filing an Automatic Withdrawal Plan application with the
Transfer Agent or by oral request from any of the authorized signatories on
the account by calling 1-800-554-4611. The Automatic Withdrawal Plan may be
ended 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.
        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
shareholder's account will be subject to a CDSC on the amounts exceeding 12%
of the initial account value. Withdrawals with respect to Class A 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 shares
where the sales load is imposed concurrently with withdrawals of Class A
shares generally are undesirable.
Retirement Plans
        The Fund offers a variety of pension and profit-sharing plans,
including Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs,Rollover IRAs and Education IRAs),
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs (except SEP-IRAs), please call 1-800-645-6561; or for SEP-IRAs, 401(k)
Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
Letter of Intent - Class A Shares
        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 shares 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

                     [Page 14]
time you purchase Class A 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.

                            How to Redeem Shares
General
        You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form by the Transfer Agent or other entity
authorized to receive orders on behalf of the Fund, the Fund will redeem the
shares at the next determined net asset value as described below. See
"Appendix _ Additional Information About Purchases, Exchanges and
Redemptions." If you hold Fund shares of more than one Class, any request for
redemption must specify the Class of shares being redeemed. If you fail to
specify the Class of shares to be redeemed or if you own fewer shares of the
Class than specified to be redeemed, the redemption request may be delayed
until the Transfer Agent receives further instructions from you or your
Service Agent.
        The Fund imposes no charges (other than any applicable CDSC) when
shares are redeemed. Service Agents may charge their clients a fee for
effecting redemptions of Fund shares. Any certificates representing Fund
shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the Fund's then-current net asset value.
        The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY THE
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDERRegistration
Mark AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER
AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK
CLEARANCE OF YOUR PURCHASE CHECK, TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC
ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL NOT HONOR REDEMPTION CHECKS UNDER THE CHECK
REDEMPTION PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM SHARES PURSUANT TO
THE TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT
BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE TELETRANSFER PURCHASE OR THE
DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY
WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR
ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
        The Fund reserves the right to redeem your account at its option upon
not less than 30 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
Contingent Deferred Sales Charge
CLASS B SHARES - A CDSC payable to the Distributor 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
Class B shares above the dollar amount of all your payments for the purchase
of Class B shares of the Fund held by you at the time of redemption.
        If the aggregate value of the 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 from 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.
        The following table sets forth the rates of the CDSC for Class B
shares, except for Class B shares purchased by shareholders who beneficially
owned Class B shares on November 30, 1996:


          [Page 15]
 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
        The following table sets forth the rates of the CDSC for Class B
shares purchased by shareholders who beneficially owned Class B shares on
November 30, 1996:
 YEAR SINCE                                               CDSC AS A % OF AMOUNT
 PURCHASE PAYMENT                                         INVESTED OR REDEMPTION
 WAS MADE                                                        PROCEEDS
 __________                                                   ____________
 First............................................                3.00
 Second...........................................                3.00
 Third............................................                2.00
 Fourth...........................................                2.00
 Fifth............................................                1.00
 Sixth............................................                0.00
        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 (five years
for shareholders beneficially owning Class B shares on November 30, 1996);
then of amounts representing the cost of shares purchased six years (five
years for shareholders beneficially owning Class B shares on November 30,
1996) 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 (five-year period for shareholders beneficially owning Class B shares
on November 30, 1996).
        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 his or her 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.
CLASS C SHARES - A CDSC of 1% payable to the Distributor 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.
WAIVER OF CDSC - 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 701\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
in the Fund's Prospectus. If the Fund's Board determines to discontinue the
waiver of the CDSC, the disclosure in the Fund's Prospectus 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 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.
Procedures
        You may redeem Fund shares by using the regular redemption procedure
through the Transfer Agent, or, for Class A shares, through the Check
Redemption Privilege which is granted automatically (if you invest in Class A

                     [Page 16]
shares) unless you specifically refuse it by checking the applicable
"No" box on the Account Application. The Check Redemption Privilege may be
established for an existing account by a separate signed Shareholder Services
Form. You also may redeem shares through the TeleTransfer Privilege, 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.  If you are a client of a Selected Dealer, you may redeem
shares through the Selected Dealer. Other redemption procedures may be in
effect for clients of certain Service Agents and institutions. The Fund makes
available to certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund reserves the
right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or the
number of such requests. The Fund may modify or terminate any redemption
Privilege at any time or charge a service fee upon notice to shareholders. No
such fee currently is contemplated. Shares held under Keogh Plans, IRAs or
other retirement plans, and shares for which certificates have been issued,
are not eligible for the Check Redemption or TELETRANSFER Privilege.
        Your redemption request may direct that the redemption proceeds be
used to purchase shares of other funds advised or administered by The Dreyfus
Corporation that are not available through the Exchange Privilege. The
applicable CDSC will be charged upon the redemption of Class B or Class C
shares. Your redemption proceeds will be invested in shares of the other fund
on the next business day. Before you make such a request, you must obtain and
should review a copy of the current prospectus of the fund being purchased.
Prospectuses may be obtained by calling 1-800-554-4611. The prospectus will
contain information concerning minimum investment requirements and other
conditions that may apply to your purchase.
        If you select the TELETRANSFER redemption privilege or telephone
exchange privilege (which is granted automatically unless you refuse it), you
authorize the Transfer Agent to act on telephone instructions (including over
The Dreyfus TouchRegistration Mark automated telephone system) from any
person representing himself or herself to be you, or a representative of your
Service Agent, and reasonably believed by the Transfer Agent to be genuine.
The Fund will require the Transfer Agent to employ reasonable procedures,
such as requiring a form of personal identification, to confirm that
instructions are genuine and, if it does not follow such procedures, the Fund
or the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed to be
genuine.
        During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a TELETRANSFER redemption or an exchange of Fund shares. In such
cases, you should consider using the other redemption procedures described
herein. Use of these other redemption procedures may result in your
redemption request being processed at a later time than it would have been if
TELETRANSFER redemption had been used. During the delay, the Fund's net asset
value may fluctuate.
REGULAR REDEMPTION - Under the regular redemption procedure, you may redeem
shares by written request mailed to Dreyfus Premier GNMA Fund, P.O. Box 6587,
Providence, Rhode Island 02940-6587. Redemption requests must be signed by
each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program. If you
have any questions with respect to signature-guarantees, please contact your
Service Agent or call the telephone number listed on the cover of this
Prospectus.
        Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE - CLASS A SHARES - You may write Redemption
Checks drawn on your Fund account. Redemption Checks may be made payable to
the order of any person in the amount of $500 or more. Potential fluctuations
in the net asset value of Class A shares should be considered in determining
the amount of the check. Redemption Checks should not be used to close your
account. Redemption Checks are free, but the Transfer Agent will impose a fee
for stopping payment of a Redemption Check upon your request or if the
Transfer Agent cannot honor the Redemption Check due to insufficient funds or
other valid reason. You should date your Redemption Checks with the current
date when you write them. Please do not postdate your Redemption Checks. If
you do, the Transfer Agent will honor, upon presentment, even if presented
before the date of the check, all postdated Redemption Checks which are dated
within six months of presentment for payment, if they are otherwise in
                     [Page 17]
good order. If you hold shares in a Dreyfus-sponsored IRA account, you may be
permitted to make withdrawals from your IRA account using checks furnished to
you by The Dreyfus Trust Company. This Privilege will be terminated
immediately, without notice, with respect to any account which is, or
becomes, subject to backup withholding on redemptions (see "Dividends,
Distributions and Taxes"). Any Redemption Check written on an account which
has become subject to backup withholding on redemptions will not be honored
by the Transfer Agent. The Check Redemption Privilege is granted
automatically unless you refuse it.
TELETRANSFER PRIVILEGE - You may request by telephone that redemption
proceeds (minimum $500 per day) be transferred between your Fund account and
your bank account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be designated.
Redemption proceeds will be on deposit in your account at an Automated
Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the TELETRANSFER Privilege for transfer to their
bank account not more than $250,000 within any 30-day period.
        If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER redemption of shares by calling 1-800-554-4611 or, if you are
calling from overseas, call 516-794-5452.
REDEMPTION THROUGH A SELECTED DEALER - 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 - Upon written request, you may reinvest up to the
number of Class A or Class B 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 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 Class A or Class B
shares reinvested. The Reinvestment Privilege may be exercised only once.

               Distribution Plan and Shareholder Services Plan

        Class B and Class C shares are subject to a Distribution Plan and
Class A, Class B and Class C shares are subject to a Shareholder Services
Plan.
Distribution Plan
        Under the Distribution Plan, adopted pursuant to Rule 12b-1 under the
1940 Act, the Fund pays the Distributor for distributing Class B and Class C
shares at an annual rate of .50 of 1% of the value of the average daily net
assets of Class B and .75 of 1% of the value of the average daily net assets
of Class C.
Shareholder Services Plan
        Under the Shareholder Services Plan, the Fund pays the Distributor
for the provision of certain services to the holders of Class A, Class B and
Class C shares a fee at the annual rate of .25 of 1% of the value of the
average daily net assets of each such Class. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents.

                     [Page 18]

                       Dividends, Distributions and Taxes

        The Fund ordinarily declares dividends from its net investment income
on each day the New York Stock Exchange is open for business. Fund shares
begin earning income dividends on the day immediately available funds
("Federal Funds" (monies of member banks within the Federal Reserve System
which are held on deposit at a Federal Reserve Bank)) are received by the
Transfer Agent in written or telegraphic form. If a purchase order is not
accompanied by remittance in Federal Funds, there may be a delay between the
time the purchase order becomes effective and the time the shares purchased
start earning dividends. If your payment is not made in Federal Funds, it
must be converted into Federal Funds. This usually occurs within one business
day of receipt of a bank wire and within two business days of receipt of a
check drawn on a member bank of the Federal Reserve System. Checks drawn on
banks which are not members of the Federal Reserve System may take
considerably longer to convert into Federal Funds.
        Dividends usually are paid on the last calendar day of each month,
and are automatically reinvested in additional shares of the Class from which
they were paid at net asset value without a sales load or, at your option,
paid in cash. The Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the preceding business day. If you redeem all shares
in your account at any time during the month, all dividends to which you are
entitled will be paid to you along with the proceeds of the redemption. If
you are an omnibus accountholder and indicate in a partial redemption request
that a portion of any accrued dividends to which such account is entitled
belongs to an underlying accountholder who has redeemed all shares in his or
her account, such portion of the accrued dividends will be paid to you along
with the proceeds of the redemption. Distributions from net realized
securities gains, if any, generally are declared and paid once a year, but
the Fund may make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the 1940 Act. The Fund will not make distributions
from net realized securities gains unless capital loss carryovers, if any,
have been utilized or have expired. You may choose whether to receive
dividends and distributions in cash or to reinvest in additional shares at
net asset value without a sales load. 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 dividend or distribution 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. All expenses are accrued daily and
deducted before declaration of dividends to investors. Dividends paid by each
Class will be calculated at the same time and in the same manner and will be
of the same amount, except that the expenses attributable solely to a
particular Class will be borne exclusively by such Class. Class B and Class C
shares will receive lower per share dividends than Class A shares because of
the higher expenses borne by the relevant Class. See "Fee Table."
   
        Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund generally are taxable as ordinary
income, whether received in cash or reinvested in additional shares.
Distributions from net realized long-term securities gains of the Fund
generally are subject to Federal income tax as long-term capital gains,
regardless of how long shareholders have held their Fund shares and whether
such distributions are received in cash or reinvested in Fund shares. The
Code provides that an individual generally will be taxed on his or her net
capital gain at a maximum rate of 20% with respect to capital gains from
securities held for more than 12 months. No dividends or distributions will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Dividends and distributions may be subject to state and local
taxes.
    

        Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless the
investor claims the benefit of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid by the fund
to a foreign investor as well as the proceeds of any redemptions from a
foreign investor's account, regardless of the extent to which gain or loss
may be realized, generally will not be subject to U.S. nonresident
withholding tax. However, such distributions and redemption proceeds may be
subject to backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.
        The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
        Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year.

                     [Page 19]
        The Code provides for the "carryover" of some or all of the sales
load imposed on Class A shares if you exchange your Class A shares for shares
of another fund advised by The Dreyfus Corporation within 91 days of purchase
and such other fund reduces or eliminates its otherwise applicable sales load
for the purpose of the exchange. In this case, the amount of the sales load
charge for Class A shares, up to the amount of the reduction of the sales
load charged in the exchange, is not included in the basis of your Class A
shares for purposes of computing gain or loss on the exchange, and instead is
added to the basis of the fund shares received on the exchange.
        Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct or that such
shareholder has not received notice from the IRS of being subject to backup wi
thholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
        A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner
of the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and
may be claimed as a credit on the record owner's Federal income tax return.
        Management of the Fund believes that the Fund has qualified for the
fiscal year ended December 31, 1997 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
                You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.

                         Performance Information

        For purposes of advertising, performance for each Class of shares may
be calculated on several bases, including current yield, average annual total
return and/or total return. These total return figures reflect changes in the
price of the shares and assume that any income dividends and/or capital gain
distributions made by the Fund during the measuring period were reinvested in
shares of the same Class. Class A total return figures include the maximum
initial sales charge and Class B and Class C total return figures include any
applicable CDSC. These figures also take into account any applicable service
and distribution fees. As a result, at any given time, the performance of
Class B and Class C should be expected to be lower than that of Class A.
Performance for each Class will be calculated separately.
        Current yield refers to the Fund's annualized net investment income
per share over a 30-day period, expressed as a percentage of the net asset
value (or maximum offering price in the case of Class A) per share at the end
of the period. For purposes of calculating current yield, the amount of net
investment income per share during that 30 day period, computed in accordance
with regulatory requirements, is compounded by assuming that it is reinvested
at a constant rate over a six-month period. An identical result is then
assumed to have occurred during a second six-month period which, when added
to the result for the first six months, provides an "annualized" yield for an
entire one-year period. Calculations of the Fund's current yield may reflect
absorbed expenses pursuant to any undertaking that may be in effect. See
"Management of the Fund."
        Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased with an
initial payment of $1,000 and that the investment was redeemed at the end of
a stated period of time, after giving effect to the reinvestment of dividends
and distributions during the period. The return is expressed as a percentage
rate which, if applied on a compounded annual basis, would result in the
redeemable value of the investment at the end of the period. Advertisements
of the Fund's performance will include the Fund's average annual total return
for one, five and ten year periods, or for shorter periods depending upon the
length of time the Fund has operated.
        Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value (maximum offering price in the case of Class A) per share at the
beginning of the period. Advertisements may include the percentage rate of
total return or may include the value of a hypothetical investment at the end
of the period which assumes the application of the percentage rate of total
                     [Page 20]
return. Total return also may be calculated by using 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 shares or
without giving effect to any applicable CDSC at the end of the period for
Class B or Class C shares. Calculations based on the net asset value per
share do not reflect the deduction of the applicable sales charge on Class A
shares, which, if reflected, would reduce the performance quoted.
        Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
   
        Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Morningstar, Inc., Bank Rate Monitortrademark, N.
Palm Beach, Fla. 33408, Moody's Bond Survey Bond Index, Lehman Brothers
Mortgage Backed Bond Index, Salomon Smith Barney Corporate Bond
Rate-of-Return Index, Bond Buyer's 20-Bond Index and mortgage trade and other
publications. In addition, data may be used in comparing the difference in
yields between Ginnie Maes and comparable term Treasury Notes (which are
direct obligations of the U.S. Government).
    

                                General Information

        The Fund was organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to an Agreement and
Declaration of Trust (the "Trust Agreement") dated September 19, 1986, and
commenced operations on January 29, 1987. Before April 1, 1997, the Fund's
name was Premier GNMA Fund. The Fund is authorized to issue an unlimited
number of shares of beneficial interest, par value $.001 per share. The
Fund's shares are classified into three classes_Class A, Class B and Class C.
Each share has one vote and shareholders will vote in the aggregate and not
by class except as otherwise required by law. Only holders of Class B or
Class C shares, as the case may be, will be entitled to vote on matters
submitted to shareholders pertaining to the Distribution Plan. The Fund
ordinarily will not hold shareholder meetings; however, shareholders under
certain circumstances may have the right to call a meeting of shareholders
for the purpose of voting to remove Trustees.
        The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
        Shareholder inquiries may be made to your Service Agent or by writing
to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.

                     [Page 21]

                                    Appendix

Investment Techniques
   

FORWARD ROLL TRANSACTIONS _ To enhance current income, the Fund may enter
into forward roll transactions with respect to Ginnie Maes. In a forward roll
transaction, the Fund sells a Ginnie Mae 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 prepayment 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 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 set aside in a
segregated account permissible liquid assets at least equal to the amount of
the repurchase price (including accrued interest).
    
   
FORWARD COMMITMENTS - The Fund may purchase or sell Ginnie Maes on a forward
commitment or when-issued basis or delayed delivery basis, which means that
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 set aside in a
segregated account permissible liquid assets at least equal at all times to
the amount of the Fund's purchase commitments. At no time will a Fund have
more than 331\3% of its assets committed to purchase securities on a forward
commitment basis.
    

LEVERAGE - Leveraging exaggerates the effect on net asset value of any
increase or decrease in the market value of the Fund's portfolio. Money
borrowed for leveraging will be limited to 331\3% of the value of the Fund's
total assets. These borrowings would 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.
        The 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, the Fund's borrowings generally will
be unsecured.
USE OF DERIVATIVES - The Fund may invest in, or enter into, the types of
Derivatives enumerated under "Description of the Fund - Investment
Considerations and Risks - Use of Derivatives." These instruments and
certain related risks are described more specifically under "Investment
Objective and Management Policies - Management Policies - Derivatives" in
the Statement of Additional Information.
        Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
   
        If the Fund invests in Derivatives at inopportune times or judges the
market conditions incorrectly, such investments may lower the Fund's return
or result in a loss. The Fund also could experience losses if it 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.
    

                     [Page 22]
ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS - The Fund
is intended to be a long-term investment vehicle and is not designed to
provide investors with a means of speculation 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 engaged 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. Generally, an investor who makes more than four exchanges out of the
Fund during any calendar year (for calendar year 1998, beginning on January
15th) or who makes exchanges that appear to coincide with an active
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 gro
up 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 an
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 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.
        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.

                     [Page 23]
[Application p1 here]

                     [Page 24]
[Application p2 here]

                     [Page 25]
[This Page Intentionally Left Blank]]


                     [Page 26]
[This Page Intentionally Left Blank]]

                     [Page 27]
Copy Rights 1998 Dreyfus Service Corporation



                          DREYFUS PREMIER GNMA FUND
                     CLASS A, CLASS B AND CLASS C SHARES
                                   PART B
                    (STATEMENT OF ADDITIONAL INFORMATION)
                                 MAY 1, 1998
   
                         AS REVISED, OCTOBER 1, 1998
    


     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Premier GNMA Fund (the "Fund"), dated May 1, 1998, as it may be
revised from time to time.  To obtain a copy of the Fund's Prospectus,
please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144.

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

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

                              TABLE OF CONTENTS
   
                                                              Page
Investment Objective and Management Policies                  B-2
Management of the Fund                                        B-5
Management Agreement                                          B-10
Purchase of Shares                                            B-12
Distribution Plan and Shareholder Services Plan               B-13
Redemption of Shares                                          B-15
Shareholder Services                                          B-16
Determination of Net Asset Value                              B-20
Dividends, Distributions and Taxes                            B-20
Portfolio Transactions                                        B-21
Performance Information                                       B-21
Information About the Fund                                    B-23
Transfer and Dividend Disbursing Agent, Custodian,
          Counsel and Independent Auditors                    B-24
Financial Statements and Report of Independent Auditors       B-24
    

                INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

     Ginnie Maes.  Ginnie Maes are created by an "issuer," which is a
Federal Housing Administration ("FHA") approved mortgagee that also meets
criteria imposed by the Government National Mortgage Association ("GNMA").
The issuer assembles a pool of FHA, Farmers' Home Administration or
Veterans' Administration ("VA") insured or guaranteed mortgages which are
homogeneous as to interest rate, maturity and type of dwelling.  Upon
application by the issuer, and after approval by GNMA of the pool, GNMA
provides its commitment to guarantee timely payment of principal and
interest on the Ginnie Maes backed by the mortgages included in the pool.
The Ginnie Maes, endorsed by GNMA, then are sold by the issuer through
securities dealers.

     GNMA is authorized under the National Housing Act to guarantee timely
payment of principal and interest on Ginnie Maes.  This guarantee is backed
by the full faith and credit of the United States.  GNMA may borrow U.S.
Treasury funds to the extent needed to make payments under its guarantee.

     When mortgages in the pool underlying a Ginnie Mae are prepaid by
mortgagors or by result of foreclosure, such principal payments are passed
through to the certificate holders. Accordingly, the life of the Ginnie Mae
is likely to be substantially shorter than the stated maturity of the
mortgages in the underlying pool.  Because of such variation in prepayment
rates, it is not possible to predict the life of a particular Ginnie Mae,
but FHA statistics indicate that 25- to 30-year single family dwelling
mortgages have an average life of approximately 12 years.  The majority of
Ginnie Maes are backed by mortgages of this type, and accordingly the
generally accepted practice treats Ginnie Maes as 30-year securities which
prepay fully in the 12th year.

     Ginnie Maes bear a stated "coupon rate" which represents the effective
FHA-VA mortgage rate at the time of issuance, less 0.5%, which constitutes
GNMA's and the issuer's fees.  For providing its guarantee, GNMA receives an
annual fee of 0.06% of the outstanding principal on certificates backed by
single family dwelling mortgages, and the issuer receives an annual fee of
0.44% for assembling the pool and for passing through monthly payments of
interest and principal.

     Payments to holders of Ginnie Maes consist of the monthly distributions
of interest and principal less GNMA's and the issuer's fees.  The actual
yield to be earned by a holder of a Ginnie Mae is calculated by dividing
interest payments by the purchase price paid for the Ginnie Mae (which may
be at a premium or a discount from the face value of the certificate).
Monthly distributions of interest, as contrasted to semi-annual
distributions which are common for other fixed interest investments, have
the effect of compounding and thereby raising the effective annual yield
earned on Ginnie Maes.  Because of the variation in the life of the pools of
mortgages which back various Ginnie Maes, and because it is impossible to
anticipate the rate of interest at which future principal payments may be
reinvested, the actual yield earned from a portfolio of Ginnie Maes will
differ significantly from the yield estimated by using an assumption of a
12-year life for each Ginnie Mae included in such a portfolio as described
above.

Management Policies

     Leverage.  For borrowings for investment purposes, the Investment
Company Act of 1940, as amended (the "1940 Act"), requires the Fund to
maintain continuous asset coverage (that is, 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.  To the extent the Fund enters into a reverse
repurchase agreement, the Fund will maintain in a segregated custodial
account permissible liquid assets at least equal to the aggregate amount of
its reverse repurchase obligations, plus accrued interest, in certain cases,
in accordance with releases promulgated by the Securities and Exchange
Commission.  The Securities and Exchange Commission views reverse repurchase
transactions as collateralized borrowings by the Fund.

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

     Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
Derivatives.  Exchange-traded Derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such Derivatives.
This guarantee usually is supported by a daily payment system (i.e.,
variation margin requirements) operated by the clearing agency in order to
reduce overall credit risk.  As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated
with Derivatives purchased on an exchange.  By contrast, no clearing agency
guarantees over-the-counter Derivatives.  Therefore, each party to an over-
the-counter Derivative bears the risk that the counterparty will default.
Accordingly, the Manager will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it
would review the credit quality of a security to be purchased by the Fund.
Over-the-counter Derivatives are less liquid than exchange-traded
Derivatives since the other party to the transaction may be the only
investor with sufficient understanding of the Derivative to be interested in
bidding for it.
   
     Forward Commitments.  Ginnie Maes 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 the Fund to risks because they may experience
such fluctuations prior to their actual delivery.  Purchasing securities on
a when-issued basis can involve the additional risk that the yield available
in the market when the delivery takes place actually may be higher than that
obtained in the transaction itself.  Purchasing securities on a forward
commitment or when-issued basis when the Fund is fully or almost fully
invested may result in greater potential fluctuation in the value of the
Fund's net assets and its net asset value per share.
    

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

      1.  Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds.

      2.  Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 331/3% of the value of the
Fund's total assets).

      3.  Sell securities short or purchase securities on margin or write or
purchase put or call options or combinations thereof.

      4.  Underwrite the 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.

      5.  Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests, provided that the Fund
may purchase Ginnie Maes without limitation.

      6.  Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.

      7.  Invest more than 25% of its assets in securities of issuers in any
industry, provided that there shall be no limitation on the purchase of
Ginnie Maes or other securities issued, guaranteed or backed by the U.S.
Government, as described in the Prospectus.

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

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

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

     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 that restriction.

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


                           MANAGEMENT OF THE FUND

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

Board Members of the Fund

CLIFFORD L. ALEXANDER, JR., Board Member.  President of Alexander &
     Associates, Inc., a management consulting firm.  From 1977 to 1981, Mr.
     Alexander served as Secretary of the Army and Chairman of the Board of
     the Panama Canal Company, and from 1975 to 1977, he was a member of the
     Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and
     Alexander.  He is a director of American Home Products Corporation,
     Cognizant Corporation, a service provider of marketing information and
     information technology, The Dun & Bradstreet Corporation, MCI
     Communications Corporation, Mutual of America Life Insurance Company
     and TLC Beatrice International Holdings, Inc.  He is 64 years old and
     his address is 400 C Street, N.E., Washington, D.C. 20002.

PEGGY C. DAVIS, Board Member.  Shad Professor of Law, New York University
     School of Law.  Professor Davis has been a member of the New York
     University law faculty since 1983.  Prior to that time, she served for
     three years as a judge in the courts of New York State; was engaged for
     eight years in the practice of law, working in both corporate and non-
     profit sectors; and served for two years as a criminal justice
     administrator in the government of the City of New York.  She writes
     and teaches in the fields of evidence, constitutional theory, family
     law, social sciences and the law, legal process and professional
     methodology and training.  She is 55 years old and her address is c/o
     New York University School of Law, 40 Washington Square South, New
     York, NY 10011.
   
JOSEPH S. DiMARTINO, Chairman of the Board.  Since January 1995, Chairman of
     the Board of various funds in the Dreyfus Family of Funds. He is also a
     director of Noel Group, Inc., a venture capital company (for which,
     from February 1995 until November 1997, he was Chairman of the Board),
     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., a provider of various outsourcing
     functions for small and medium sized companies, and Career Blazers Inc.
     (formerly Staffing Resources), a temporary placement firm.  For more
     than five years prior to January 1995, he was President, a director
     and, until August 1994, Chief Operating Officer of the Manager and
     Executive Vice President and a director of Dreyfus Service Corporation,
     a wholly-owned subsidiary of the Manager and, until August 24,  1994,
     the Fund's distributor.  From August 1994 to December 31, 1994, he was
     a director of Mellon Bank Corporation.  He is 55 years old and his
     address is 200 Park Avenue, New York, New York  10166.
    

ERNEST KAFKA, Board Member.  A physician engaged in private practice
     specializing in the psychoanalysis of adults and adolescents.  Since
     1981, he has served as an Instructor at the New York Psychoanalytic
     Institute and, prior thereto, held other teaching positions.  He is
     Associate Clinical Professor of Psychiatry at Cornell Medical School.
     For more than the past five years, Dr. Kafka has held numerous
     administrative positions and has published many articles on subjects in
     the field of psychoanalysis.  He is 65 years old and his address is 23
     East 92nd Street, New York, New York 10128.

SAUL B. KLAMAN, Board Member.  Chairman and Chief Executive Officer of SBK
     Associates, which provides research and consulting services to
     financial institutions.  Dr. Klaman was President of the National
     Association of Mutual Savings Banks until November 1983, President of
     the National Council of Savings Institutions until June 1985, Vice
     Chairman of Golembe Associates and BEI Golembe, Inc. until 1989 and
     Chairman Emeritus of BEI Golembe, Inc. until November 1992.  He also
     served as an Economist to the Board of Governors of the Federal Reserve
     System and on several Presidential Commissions, and has held numerous
     consulting and advisory positions in the fields of economics and
     housing finance.  He is 78 years old and his address is 431-B Dedham
     Street, The Gables, Newton Center, Massachusetts 02159.

NATHAN LEVENTHAL, Board Member.  President of Lincoln Center for the
     Performing Arts, Inc.  Mr. Leventhal was Deputy Mayor for Operations of
     New York City from September 1979 to March 1984, and Commissioner of
     the Department of Housing Preservation and Development of New York City
     from February 1978 to September 1979.  Mr. Leventhal was an associate
     and then a member of the New York law firm of Poletti Freidin Prashker
     Feldman and Gartner from 1974 to 1978.  He was Commissioner of Rent and
     Housing Maintenance for New York City from 1972 to 1973.  Mr. Leventhal
     served as Chairman of Citizens Union, an organization that strives to
     reform and modernize city and state government from June 1994 until
     June 1997.  He is 55 years old and his address is 70 Lincoln Center
     Plaza, New York, New York 10023-6583.

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

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

Clifford L. Alexander, Jr.      $6,000            $ 88,305 (17)
Peggy C. Davis                  $6,000            $ 78,750 (15)
Joseph S. DiMartino             $7,500            $597,128 (94)
Ernest Kafka                    $6,000            $ 77,500 (15)
Saul B. Klaman                  $6,000            $ 78,750 (15)
Nathan Leventhal                $6,000            $ 78,750 (15)

_______________________________
* Amount does not include reimbursed expenses for attending Board meetings,
  which amounted to $986 for all Board members as a group.


Officers of the Fund
   
MARIE E. CONNOLLY, President and Treasurer.  President, Chief Executive
     Officer, Chief Compliance Officer and a director of the Distributor and
     Funds Distributor, Inc., the ultimate parent of which is Boston
     Institutional Group, Inc., and an officer of other investment companies
     advised or administered by the Manager.  She is 41 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, Ms. Chambers 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 38 years old.
    
   
MICHAEL S. PETRUCELLI, Vice President, Assistant Treasurer and Assistant
     Secretary.  Senior Vice President of Funds Distributor, Inc., and an
     officer of other investment companies advised or administered by the
     Manager.  From December 1989 through November 1996, he was employed by
     GE Investment Services where he held various financial, business
     development and compliance positions.  He also served as Treasurer of
     the GE Funds and as a Director of GE Investment Services.  He is 37
     years old.
    
   
STEPHANIE D. PIERCE, Vice President, Assistant Treasurer and Assistant
     Secretary . Vice President and Client Development Manager of 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.  She is 30 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 34 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,
     Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to
     June 1995, he was Director of Business Development for First Data
     Corporation.  From September 1983 to May 1994, he was Senior Vice
     President and Manager of Client Services and Director of Internal Audit
     at The Boston Company, Inc.  He is 43 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.  From July
     1988 to August 1994, he was employed by The Boston Company, Inc. where
     he held various management positions in the Corporate Finance and
     Treasury areas.  He is 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.  From
     April 1993 to January 1995, he was a Senior Fund Accountant for
     Investors Bank & Trust Company. From December 1991 to March 1993, he
     was employed as a Fund Accountant at The Boston Company, Inc.  He is 29
     years old.
    
   
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary.  Vice
     President and Senior Associate General Counsel of 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.  From October 1992 to March
     1994, he was employed by Putnam Investments in legal and compliance
     capacities.  He is 33 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 25 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 36
     years old.
    

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

     The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares of beneficial interest outstanding on April 6, 1998.
   
     The following entities owned of record 5% or more of the Fund's shares
outstanding as of April 6, 1998:  Class A - Boston Safe Deposit & Trust Co.
TTEE as Agent - Omnibus Account, 1 Cabot Road, Medford, MA 02155-5141 -
8.42%; Class B - Donaldson Lufkin Jenrette Securities Corporation Inc., P.O.
Box 2052, Jersey City, NJ 07303-9998 - 6.14%; and Class C - Morgan Keegan &
Co. Inc. C/F Daniel M. Rencher, III IRA, 108 South Beltline Highway, Mobile,
AL 36608 - 39.32%; Nick Vizzarri & Nella Vizzarri JTWROS, 2518 Bryn Mawr
Avenue, Ardmore, PA 19003-2608 - 15.92%; Springhill Diagnostic Radiologists
PC 401-K P/S dtd 4-1-85, FBO Dr. David Inge, P.O. Box 7525, Mobile, AL 36670-
0525 - 9.91%; BHC Securities, Inc. FAO 63184852, Attn:  Mutual Funds, One
Commerce Square, 2005 Market Street, Suite 1200, Philadelphia, PA 19103 -
8.22%; and Prudential Securities FBO Robert K. Ross MD TTEE Profit Sharing
Plan PS Plan dtd 08/17/88, P.O. Box 3304, Palm Springs, CA 92263-3304 -
5.69%.
    

                            MANAGEMENT AGREEMENT

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

     The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event its continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval.
Shareholders of the Fund approved the Agreement on August 3, 1994.  The
Agreement was last approved by the Fund's Board, including a majority of the
Board members who are not "interested persons" (as defined in the 1940 Act)
of any party to the Agreement, at a meeting held on July 16, 1997.  The
Agreement is terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of the holders of a majority of the Fund's outstanding
shares, or, upon not less than 90 days' notice, by the Manager.  The
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
   
     The following persons are officers and/or directors of the Manager:  W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E.
Canter, Vice Chairman, Chief Investment Officer and a director; Lawrence S.
Kash, Vice Chairman-Distribution and a director; Ronald P. O'Hanley III,
Vice Chairman; J. David Officer, Vice Chairman and a director; William T.
Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President-
Corporate Communications; Mary Beth Leibig, Vice President- Human Resources;
Andrew S. Wasser, Vice President-Information Systems; 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 C. Borgelt, Frank V. Cahouet and Richard F.
Syron, directors.
    

     The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board.  The Manager is responsible for investment decisions, and provides
the Fund with portfolio managers who are authorized by the Board members to
execute purchases and sales of securities.  The Fund's portfolio managers
are Michael Hoeh, Roger King, Kevin McClintock, Joan Olivero, Matt Olson and
Gerald E. Thunelius.  The Manager also maintains a research department with
a professional staff of portfolio managers and securities analysts who
provide research services for the Fund and for other funds advised by the
Manager.

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

     All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager.  The
expenses borne by the Fund include without limitation, the following:
taxes, interest, brokerage fees and commissions, if any, fees of Trustees
who are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of maintaining the
Fund's existence, 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
shareholder reports and meetings, and any extraordinary expenses.  In
addition, Class B and Class C shares are subject to an annual distribution
fee and shares of each Class are subject to an annual service fee.  See
"Distribution Plan and Shareholder Services Plan."

     As compensation for the Manager's services to the Fund, the Fund has
agreed to pay the Manager a monthly management fee at the annual rate of .55
of 1% of the value of the Fund's average daily net assets.  For the fiscal
years ended December 31, 1995, 1996 and 1997, the management fees payable
amounted to $972,298, $896,510 and $767,175, respectively.

     The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage fees, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the management
fee, exceed 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 to the extent
required by state law.  Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be, on a monthly
basis.

     The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.

                             PURCHASE OF SHARES

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

     The Distributor.  The Distributor serves as the Fund's distributor on a
best efforts basis pursuant to an agreement dated August 24, 1994 which is
renewable annually.  The Distributor also acts as distributor for the other
funds in the Dreyfus Premier Family of Funds, the Dreyfus Family of Funds
and for certain other investment companies.

     For the fiscal year ended December 31, 1997, the Distributor retained
$2,823 from sales loads on Class A shares and $103,487 and $0, respectively,
from contingent deferred sales charges ("CDSCs") on Class B and Class C
shares, respectively.  For the fiscal year ended December 31, 1996, the
Distributor retained $3,787 from sales loads on Class A shares and $111,559
and $0, respectively, from CDSCs on Class B and Class C shares.  For the
fiscal year ended December 31, 1995, the Distributor retained $11,152 from
sales loads on Class A shares and $118,931 from CDSCs on Class B shares.
For the period from October 13, 1995 (commencement of initial offering of
Class C shares) through December 31, 1995, no amount was retained from CDSCs
on Class C shares.

     Sales Loads--Class A.  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 (including a pension, profit-sharing or other employee benefit trust
created pursuant to a plan qualified under Section 401 of the Internal
Revenue Code of 1986, as amended (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 the Fund's Class A shares.  The example assumes a purchase of Class
A shares aggregating less than $50,000 subject to the schedule of sales
charges set forth in the Prospectus at a price based upon the net asset
value of the Class A shares on December 31, 1997.

Class A Shares:
          Net Asset Value per Share.......................... $14.76
          Per Share Sales Charge - 4.5% of offering price
               (4.7% of net asset value per share)...........    .69
          Per Share Offering Price to the Public............. $15.45
                                                              ======

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

     TeleTransfer Privilege.  TeleTransfer purchase orders may be made at
any time.  Purchase orders received by 4:00 p.m., New York time, on any
business day that the Transfer Agent and the New York Stock Exchange are
open for business will be credited to the shareholder's Fund account on the
next bank business day following such purchase order.  Purchase orders made
after 4:00 p.m., New York time, on any business day the Transfer Agent and
the New York Stock Exchange are open for business, or orders made on
Saturday, Sunday or any Fund Holiday (e.g., when the New York Stock Exchange
is not open for business), will be credited to the shareholder's Fund
Account on the second bank business day following such purchase order.  To
qualify to use the TeleTransfer Privilege, the initial payment for purchase
of Fund shares must be drawn on, and redemption proceeds paid to, the same
bank and account as are designated on the Account Application or Shareholder
Services Form on file.  If the proceeds of a particular redemption are to be
wired to an account at any other bank, the request must be in writing and
signature-guaranteed.  See "Redemption of Shares--TeleTransfer Privilege."

     Reopening an Account.  Any investor may reopen an account with a
minimum investment of $100 without filing a new Account Application during
the calendar year in which 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

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

     Class B and Class C shares only are subject to a Distribution Plan and
Class A, Class B and Class C shares are subject to a Shareholder Services
Plan.

     Distribution Plan.  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 Fund's Board
has adopted such a plan (the "Distribution Plan") with respect to Class B
and Class C shares, pursuant to which the Fund pays the Distributor for
distributing the relevant Class of shares.  The Fund's Board believes that
there is a reasonable likelihood that the Distribution Plan will benefit the
Fund and the holders of Class B and Class C 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 the
relevant Class of shares may bear for distribution pursuant to the
Distribution Plan without such shareholders' approval 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 Fund and have no direct or indirect financial interest in
the operation of the Distribution Plan or in any agreement 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 members cast in
person at a meeting called for the purpose of voting on the Distribution
Plan.  The Distribution Plan was last so approved at a meeting held on July
16, 1997.  As to each Class, 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 agreement entered into in connection with
the Distribution Plan or by vote of the holders of a majority of the
outstanding shares of such Class.

     For the fiscal year ended December 31, 1997, the Fund paid the
Distributor $193,298 with respect to Class B, and $245 with respect to Class
C, under the Distribution Plan.

     Shareholder Services Plan.  The Fund has adopted a Shareholder Services
Plan, pursuant to which the Fund pays the Distributor for the provision of
certain services to the holders of Class A, Class B and Class C shares.  The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of such shareholder accounts.  Under the Shareholder Services
Plan, the Distributor may make payments to certain financial institutions
(which may include banks), Selected Dealers and other financial industry
professionals (collectively, "Service Agents") in respect of these services.

     A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Board for its review.  In addition, the Shareholder
Services Plan provides that material amendments must be approved by the
Fund's Board, and by the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund and have no direct or indirect
financial interest in the operation of the 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.  The Shareholder Services Plan and related
agreements are subject to annual approval by such vote of the Board members
cast in person at a meeting called for the purpose of voting on the
Shareholder Services Plan.  The Shareholder Services Plan was last so
approved on July 16, 1997.  As to each Class, the Shareholder Services Plan
is terminable at any time by vote of a majority of the Board members who are
not "interested persons" and who have no direct or indirect financial
interest in the operation of the Shareholder Services Plan or in any
agreements entered into in connection with the Shareholder Services Plan.

     For the fiscal year ended December 31, 1997, the Fund paid the
Distributor $251,985 with respect to Class A, $96,649 with respect to Class
B and $82 with respect to Class C, under the Shareholder Services Plan.

                            REDEMPTION OF SHARES

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

     Check Redemption Privilege--Class A Shares.  The Fund provides
Redemption Checks ("Checks") to investors in Class A shares automatically
upon opening an account unless such investors specifically refuse the Check
Redemption Privilege by checking the applicable "No" box on the Account
Application.  Checks will be sent only to the registered owner(s) of the
account and only to the address of record.  The Check Redemption Privilege
may be established for an existing account by a separate signed Shareholder
Services Form.  The
Account Application or Shareholder Services Form must be manually signed by
the registered owner(s).  Checks are drawn on the investor's Fund account
and may be made payable to the order of any person in an amount of $500 or
more.  When a Check is presented to the Transfer Agent for payment, the
Transfer Agent, as the investor's agent, will cause the Fund to redeem a
sufficient number of full and fractional Class A shares in the investor's
account to cover the amount of the Check.  Dividends are earned until the
Check clears.  After clearance, a copy of the Check will be returned to the
investor.  Investors generally will be subject to the same rules and
regulations that apply to the checking accounts, although election of this
Privilege creates only a shareholder-transfer agent relationship with the
Transfer Agent.

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

     TeleTransfer Privilege.  Investors should be aware that if they have
selected the TeleTransfer Privilege, any request for TeleTransfer
transaction will be effected through the Automated Clearing House ("ACH")
system unless more prompt transmittal specifically is requested.  Redemption
proceeds will be on deposit in the investor's account at an ACH member bank
ordinarily two business days after receipt of the redemption request.  See
"Purchase of Shares--TeleTransfer Privilege."

     Share Certificates; Signatures.  Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed.  The Transfer Agent has adopted standards and procedures
pursuant to which signature guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature.  The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification.

     Redemption Commitment.  The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the 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 portfolio is valued.  If the recipient sold such
securities, brokerage charges might be incurred.

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


                            SHAREHOLDER SERVICES

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

     Fund Exchanges.  Class A, Class B and Class C shares of the Fund may be
exchanged for shares of the respective Class of certain other funds advised
or administered by the Manager. Shares of the same class of such other funds
purchased by exchange will be purchased on the basis of relative net asset
value per share as follows:

          A.   Class A shares of funds purchased without a sales load may be
               exchanged for Class A shares of other funds sold with a sales
               load, and the applicable sales load will be deducted.

          B.   Class A shares of funds purchased with or without a sales
               load may be exchanged without a sales load for Class A shares
               of other funds sold without a sales load.

          C.   Class A shares of funds purchased with a sales load, Class A
               shares of funds acquired by a previous exchange from Class A
               shares purchased with a sales load, and additional Class A
               shares acquired through reinvestment of dividends or
               distributions of any such funds (collectively referred to
               herein as "Purchased Shares") may be exchanged for Class A
               shares of other funds sold with a sales load (referred to
               herein as "Offered Shares"), provided that, if the sales load
               applicable to the Offered Shares exceeds the maximum sales
               load that could have been imposed in connection with the
               Purchased Shares (at the time the Purchased Shares were
               acquired), without giving effect to any reduced loads, the
               difference will be deducted.

          D.   Class B or Class C shares of any fund may be exchanged for
               the same Class of shares of other funds without a sales load.
               Class B or Class C shares of any fund exchanged for the same
               Class of shares of another fund will be subject to the higher
               applicable CDSC of the two exchanged funds and, for purposes
               of calculating CDSC rates and conversion periods, will be
               deemed to have been held since the date the Class B or Class C
               shares being exchanged were initially purchased.

     To accomplish an exchange under item C above, an investor's Service
Agent must notify the Transfer Agent of the investor's prior ownership of
such Class A shares and the investor's account number.

     To request an exchange, the investor's Service Agent acting on the
investor's behalf must give exchange instructions to the Transfer Agent in
writing or by telephone.  The ability to issue exchange instructions by
telephone is given to all Fund shareholders automatically, unless the
investor checks the applicable "No" box on the Account Application,
indicating that the investor specifically refuses this privilege.  By using
the Telephone Exchange Privilege, the investor authorizes the Transfer Agent
to act on telephonic instructions (including over The Dreyfus Touchr
automated telephone system) from any person representing himself or herself
to be the investor or a representative of the investor's Service Agent, and
reasonably believed by the Transfer Agent to be genuine.  Telephone
exchanges may be subject to limitations as to the amount involved or the
number of telephone exchanges permitted.  Shares issued in certificate form
are not eligible for telephone exchange.

     To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for shares of the same Class of the fund into which the exchange is
being made.

     Auto-Exchange Privilege.  The Auto-Exchange Privilege permits an
investor to purchase, in exchange for Class A, Class B or Class C shares,
shares of the same Class of another fund in the Dreyfus Premier Family of
Funds or of certain funds in the Dreyfus Family of Funds.  This Privilege is
available only for existing accounts.  Shares will be exchanged on the basis
of relative net asset value as described above under "Fund Exchanges."
Enrollment in or modification or cancellation of this Privilege is effective
three business days following notification by the investor.  An investor
will be notified if his account falls below the amount designated to be
exchanged under this Privilege.  In this case, an investor's account will
fall to zero unless additional investments are made in excess of the
designated amount prior to the next Auto-Exchange transaction.  Shares held
under IRA and other retirement plans are eligible for this Privilege.
Exchanges of IRA shares may be made between IRA accounts and from regular
accounts to IRA accounts, but not from IRA accounts to regular accounts.
With respect to all other retirement accounts, exchanges may be made only
among those accounts.

     Fund Exchanges and the Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being
acquired may legally be sold.  Shares may be exchanged only between accounts
having identical names and other identifying designations.

     Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-554-4611.  The Fund reserves the right to reject
any exchange request in whole or in part.  The Fund Exchanges service or the
Auto-Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.

     Automatic Withdrawal Plan.  The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares.  If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted.  Automatic Withdrawal may be terminated at any time by the
investor, the Fund or the Transfer Agent.  Shares for which certificates
have been issued may not be redeemed through the Automatic Withdrawal Plan.
Class B or Class C shares withdrawn pursuant to the Automatic Withdrawal
Plan will be subject to any applicable CDSC.

     Dividend Sweep.  Dividend Sweep allows investors to invest
automatically their dividends or dividends and capital gain distributions,
if any, from the Fund in shares of the same Class of another fund in the
Dreyfus Premier Family of Funds or of certain funds in the Dreyfus Family of
Funds of which the investor is a shareholder.  Shares of the same Class 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 with respect to Class A
               shares by a fund may be invested without imposition of a sales
               load in Class A shares of other funds that are offered without
               a sales load.

          B.   Dividends and distributions paid with respect to Class A
               shares by a fund which does not charge a sales load may be
               invested in Class A shares of other funds sold with a sales
               load, and the applicable sales load will be deducted.

          C.   Dividends and distributions paid with respect to Class A
               shares by a fund which charges a sales load may be invested in
               Class A shares of other funds sold with a sales load (referred
               to herein as "Offered Shares"), provided that, if the sales
               load applicable to the Offered Shares exceeds the maximum
               sales load charged by the fund from which dividends or
               distributions are being swept, without giving effect to any
               reduced loads, the difference will be deducted.

          D.   Dividends and distributions paid with respect to Class B or
               Class C shares by a fund may be invested without imposition of
               any applicable CDSC in the same Class of shares of other funds
               and the relevant Class of shares of such other funds will be
               subject on redemption to any applicable CDSC.

     Corporate Pension, Profit-Sharing and Personal Retirement Plans.  The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan.  In addition,
the Fund makes available Keogh Plans, IRAs (including regular IRAs, spousal
IRAs for a non-working spouse, Roth IRAs, IRAs set up under Simplified
Employee Pension Plans ("SEP-IRAs"), Education IRAs and IRA "Rollover
Accounts") and 403(b)(7) Plans.  Plan support services also are available.

     Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, 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.

     The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs, with more than one participant, is
$1,000, with no minimum for subsequent purchases.  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 investor should read the prototype retirement plan and the
appropriate form of custodial agreement for further details as to
eligibility, service fees and tax implications, and should consult a tax
adviser.

                      DETERMINATION OF NET ASSET VALUE

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

     Valuation of Portfolio Securities.  The Fund's investments are valued
each business day using available market quotations or at fair value as
determined by one or more independent pricing services (collectively, the
"Service") approved by the Fund's Board.  The Service may use available
market quotations, employ electronic data processing techniques and/or a
matrix system to determine valuations.  The Service's procedures are
reviewed by the Fund's officers under the general supervision of the Board.
Expenses and fees, including the management fee (reduced by the expense
limitation, if any) and fees pursuant to the Shareholder Services Plan and,
with respect to the Class B and Class C shares only, the Distribution Plan,
are accrued daily and are taken into account for the purpose of determining
the net asset value of the relevant Class of shares.  Because of the
difference in operating expenses incurred by each Class, the per share net
asset value of each Class will differ.

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

                     DIVIDENDS, DISTRIBUTIONS AND TAXES

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

     Dividends from net investment income, together with distributions from
any realized short-term securities gains, generally are taxable as ordinary
income whether or not reinvested.  Distributions from net realized long-term
capital gains generally are taxable as long-term capital gain to a
shareholder who is a citizen or resident of the United States, regardless of
the length of time the shareholder has held his shares.

     Any dividend or distribution declared and paid shortly after an
investor's purchase may have the effect of reducing the aggregate net asset
value of his shares below the cost of his investment.  Such a distribution
would be a return on investment in an economic sense although taxable as
stated in the Prospectus.  In addition, the Code provides that if a
shareholder has not held his shares for more than six months and has
received a capital gains dividend with respect to such shares, any loss
incurred on the sale of such shares will be treated as long-term capital
loss.

     Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss.  However, 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.

                           PORTFOLIO TRANSACTIONS

     Portfolio securities ordinarily are purchased from and sold to parties
acting as either principal or agent.  Newly-issued securities ordinarily are
purchased directly from the issuer or from an underwriter; other purchases
and sales usually are placed with those dealers from which it appears that
the best price or execution will be obtained.  Usually no brokerage
commissions, as such, are paid by the Fund for such purchases and sales,
although the price paid usually includes an undisclosed compensation to the
dealer acting as agent.  The prices paid to underwriters of newly-issued
securities usually include a concession paid by the issuer to the
underwriter, and purchases of after-market securities from dealers
ordinarily are executed at a price between the bid and asked price.  No
brokerage commissions have been paid by the Fund to date.

     Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment.  The primary consideration is prompt and
effective execution of orders at the most favorable price.  Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms.

     Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises, may be used by
the Manager in advising the Fund.  Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses of
its research department.

                           PERFORMANCE INFORMATION

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

     Current yield for the 30-day period ended December 31, 1997 was 5.75%
for Class A, 5.51% for Class B and 5.35% for Class C.  Current yield is
computed pursuant to a formula which operates, with respect to each Class,
as follows:  the amount of the Fund's expenses with respect to such Class
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 with respect to such Class 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 maximum offering price per share in the case
of Class A or the net asset value per share in the case of Class B or Class
C 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 1, 5 and 10 year periods ended
December 31, 1997 for Class A was 3.99%, 5.63% and 8.55%, respectively.  The
average annual total return for Class B for the 1 and 4.96 year periods
ended December 31, 1997 was 4.43% and 5.63%, respectively.  The average
annual total return for the 1 and 2.21 year periods ended December 31, 1997
for Class C was 7.13% and 6.34%, respectively.  Average annual total return
is calculated by determining the ending redeemable value of an investment
purchased at net asset value (maximum offering price in the case of Class A)
per share 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 provides that in the case of Class A the
maximum 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 the period January 29, 1987 (commencement of
operations) through December 31, 1997 for Class A was 137.97%.  Based on net
asset value per share, the total return for Class A was 149.13% for this
period.  The total return for Class B for the period from January 15, 1993
(commencement of initial offering of Class B shares) through December 31,
1997 was 31.21%.  Without giving effect to the applicable CDSC, total return
for Class B was 33.19% for this period.  The total return for Class C for
the period October 16, 1995 (commencement of initial offering of Class C
shares) through December 31, 1997 was 14.56%.  Total return is calculated by
subtracting the amount of the Fund's net asset value (maximum offering price
in the case of Class A) per share at the beginning of a stated period from
the net asset value per share at the end of the period (after giving effect
to the reinvestment of dividends and distributions during the period), and
dividing the result by the maximum offering price 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 shares
or without giving effect to any applicable CDSC at the end of the period for
Class B or Class C shares.  In such cases, the calculation would not reflect
the deduction of the sales load with respect to Class A shares or any
applicable CDSC with respect to Class B or Class C shares, which, if
reflected, would reduce the performance quoted.

     From time to time, the Fund may compare its performance against
inflation with the performance of other instruments against inflation, such
as short-term Treasury bills (which are direct obligations of the U.S.
Government) and FDIC-insured bank money market accounts.  In addition,
advertising for the Fund may indicate that investors may consider
diversifying their investment portfolios in order to seek protection of the
value of their assets against inflation.

     From time to time, Fund advertisements may include 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.

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

                         INFORMATION ABOUT THE FUND

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

     Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Shares have no preemptive or subscription rights and are freely
transferable.
   
     Under Massachusetts law, shareholders, under certain circumstances,
could be held personally liable for the obligations of the Fund.  However,
the Fund's Agreement and Declaration of Trust (the "Trust Agreement")
disclaims shareholder liability for acts or obligations of the Fund and
requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Fund or a Trustee.
The Trust Agreement 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 Fund 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.
    

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

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

     Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and
dividend disbursing agent.  Under a transfer agency agreement with the Fund,
the Transfer Agent arranges for the maintenance of shareholder account
records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions
payable by the Fund.  For these services, the Transfer Agent receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Fund during the month, and is reimbursed for certain out-
of-pocket expenses.  For the fiscal year ended December 31, 1997, the Fund
paid the Transfer Agent $99,750.

     Mellon Bank, N.A., (the "Custodian"), the Manager's parent, One Mellon
Bank Center, Pennsylvania 15258 acts as custodian of the Fund's investments.
Under a custody agreement with the Fund, the Custodian holds the 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 Fund's assets held in custody and receives certain securities
transactions charges.  For the period May 29, 1996 (effective date of
custody agreement) through December 31, 1997, the Fund paid the Custodian
$39,689.

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

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

           FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS
   
     The Fund's Annual Report to Shareholders for the fiscal year ended
December 31, 1997 and the financial statements, accompanying notes and
report of independent auditors therein, and the Fund's Semi-Annual Report to
Shareholders for the six month period ended June 30, 1998 and the unaudited
financial statements and accompanying notes therein, are incorporated by
reference into this Statement of Additional Information.
    




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