DREYFUS PREMIER STATE MUNICIPAL BOND FUND
485APOS, 1999-06-28
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                                                           File Nos. 33-10238
                                                                    811-4906
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     Pre-Effective Amendment No.                                      [  ]

     Post-Effective Amendment No. 31                                  [X]



                                   and/or

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


     Amendment No. 31                                                 [X]


                     (Check appropriate box or boxes.)

                 DREYFUS PREMIER STATE MUNICIPAL BOND FUND
             (Exact Name of Registrant as Specified in Charter)

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

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

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

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

          immediately upon filing pursuant to paragraph (b)
     ----

          on pursuant to paragraph (b)
     ----

          60 days after filing pursuant to paragraph (a)(i)
     ----

      X   on September 1, 1999 to paragraph (a)(i)
     ----

          75 days after filing pursuant to paragraph (a)(ii)
     ----
          on     (date)      pursuant to paragraph (a)(ii) of Rule 485.
     ----

If appropriate, check the following box:

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

Dreyfus Premier
State Municipal
Bond Fund

Investing for income exempt from federal and, where applicable, from state
income taxes

Prospectus September 1, 1999

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

<PAGE>

Contents

The Fund

- ----------------------------------------------
Goal/Approach                               2

Main Risks                                  3

Connecticut Series                          4

Florida Series                              6

Georgia Series                              8

Maryland Series                            10

Massachusetts Series                       12

Michigan Series                            14

Minnesota Series                           16

New Jersey Series                          18

North Carolina Series                      20

Ohio Series                                22

Pennsylvania Series                        24

Texas Series                               26

Virginia Series                            28

Financial Highlights                       30

Management                                 56

Your Investment
- ---------------
Account Policies                           57

Distributions and Taxes                    59

Services for Fund Investors                60

Instructions for Accounts                  61

For More Information

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

Information on each fund's recent performance and holdings can be found in its
current annual/semiannual report (see back cover).

<PAGE>

Dreyfus Premier State Municipal Bond Fund

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal income tax and,
where applicable, state income tax, without undue risk. The fund permits you to
invest in any of thirteen separate series:

Connecticut series         New Jersey series
Florida series             North Carolina series
Georgia series             Ohio series
Maryland series            Pennsylvania series
Massachusetts series       Texas series
Michigan series            Virginia series
Minnesota series

To pursue the fund's goal, each series normally invests substantially all of its
assets in municipal bonds that provide income exempt from federal income tax
and, where applicable, the income tax of the state after which the series is
named.

Each series will invest at least 70% of its assets in investment grade municipal
bonds or the unrated equivalent as determined by Dreyfus.  For additional yield,
each  series may invest up to 30% of its assets in  municipal  bonds rated below
investment grade yield" or "junk" bonds) or the unrated equivalent as determined
by Dreyfus.  Each series'  dollar-weighted  average portfolio  maturity normally
exceeds ten years.

The portfolio manager buys and sells bonds based on credit quality, financial
outlook and yield potential. Bonds with deteriorating credit quality are
potential sell candidates, while those offering higher yields are potential buy
candidates.

Concepts to understand

Municipal bonds: debt securities that provide income free from federal income
taxes. Municipal bonds are typically divided into two types:

* general  obligation  bonds,  which are secured by the full faith and credit of
  the issuer and its taxing power

* revenue  bonds,  which are payable from the  revenues  derived from a specific
  revenue source, such as charges for water and sewer service or highway tolls

Investment grade bonds: independent rating organizations analyze and evaluate a
bond issuer's credit history and ability to repay debts. Based on their
assessment, they assign letter grades that reflect the issuer's
creditworthiness. AAA or Aaa represents the highest credit rating, AA/Aa the
second highest, and so on down to D, for defaulted debt. Bonds rated BBB or Baa
and above are considered investment grade.

2
<PAGE>


MAIN RISKS

Prices of bonds tend to move inversely with changes in interest rates. While a
rise in rates may allow a series to invest for higher yields, the most immediate
effect is usually a drop in bond prices and, therefore, in the series' share
price as well. As a result, the value of your investment in the series could go
up and down, which means that you could lose money.

Other risk factors could have an effect on a series' performance:

* if an issuer fails to make timely interest or principal payments,  or there is
  a decline  in the credit  quality of a bond,  or  perception  of a decline,
  the bond's value could fall, potentially lowering the series' share price

* the relevant  state's economy and revenues  underlying its municipal bonds may
  decline

* investing primarily in a single state may make a series' portfolio  securities
  more sensitive to risks specific to the state

* lower-rated,  higher-yielding  municipal bonds are subject to greater credit
  risk,  including  the risk of default,  than  investment  grade  obligations;
  lower-rated bonds tend to be more volatile and less liquid

Although the fund's objective is to generate income exempt from federal income
tax and, where applicable, state income tax, interest from some of a series'
holdings may be subject to the federal alternative minimum tax. In addition, a
series occasionally may invest in taxable bonds or municipal bonds that are
exempt only from federal personal income tax.

Other potential risks

Each series may invest in certain derivatives. Derivatives range from the
conventional, such as futures and options, to the more exotic such as inverse
floaters. The value of derivatives can move in the same direction as interest
rates, or in the opposite direction. Derivatives can be illiquid and highly
sensitive to changes in their underlying security, interest rate or index and,
as a result, can be highly volatile. A small investment in certain derivatives
could have a potentially large impact on a series' performance.

A series may use derivatives to:

* increase yield

* hedge against a decline in principal value

* invest with greater  efficiency and lower cost than is possible through direct
  investment

* adjust the series' duration (a measure of interest rate sensitivity)

* provide daily liquidity

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

                                 Dreyfus Premier State Municipal Bond Fund 3

<PAGE>
                Connecticut Series
   Ticker Symbols   Class A: PSCTX
                    Class B: PMCBX
                    Class C: PMCCX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include appli cable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.


Year-by-year total return as of 12/31 each year (%)
Class A shares

9.70      6.90    11.05   8.70   12.64   -5.71     15.47  4.53    9.31     6.33
89        90      91      92     93      94        95     96      97       98

Best Quarter:         Q1 '95             +6.30%
Worst Quarter:        Q1 '94             -5.22%


The series' Class A year-to-date total return as of 6/30/99 was x.xx%.



Average annual total return as of 12/31/98

                                                                 Since
       Inception date    1 Year    5 Years     10 Years      inception
- --------------------------------------------------------------------------------
Class A (5/28/87)        1.56%     4.78%          7.25%           --
Class B (1/15/93)        1.79%     4.85%          --              6.17%
Class C (8/15/95)        4.51%     --             --              6.93%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%          8.22%           7.21%*

* For  comparative  purposes,  the value of the index on 12/31/92 is used as the
beginning value on 1/15/93.


What this fund is -- and isn't

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

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

4
<PAGE>


EXPENSES

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

                                                                   Class A              Class B             Class C

- -------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                  <C>                 <C>
Shareholder  transaction  fees (fees paid from your account)
Maximum  front-end sales charge on purchases
as a % of offering price                                           4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                none*                4.00                1.00

- -----------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                     .55                  .55                 .55
Rule 12b-1 fee                                                     none                  .50                 .75
Shareholder services fee                                            .25                  .25                 .25
Other expenses                                                     x.xx                 x.xx                x.xx
- ----------------------------------------------------------------------------------------------------------------
Total                                                              x.xx                 x.xx                x.xx

<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>


- ------------------------------------------------------
Expense example
                   1 Year  3 Years 5 Years  10 Years
- ------------------------------------------------------
Class A            $0,000  $0,000  $0,000   $0,000

Class B
with redemption    $0,000  $0,000  $0,000   $0,000**
without redemption $0,000  $0,000  $0,000   $0,000**

Class C
with redemption    $0,000  $0,000  $0,000   $0,000
without redemption $0,000  $0,000  $0,000   $0,000


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


This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.


Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

Other expenses: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
                                                            Connecticut Series 5
<PAGE>

                 Florida Series
Ticker Symbols   Class A: PSFLX
                 Class B: PSFBX
                 Class C: PSFCX


PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include appli cable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

   11.97  7.37    12.37  9.02   11.90  -4.46    16.68   3.14   4.88   5.59
   89     90      91     92     93      94      95      96     97     98

Best Quarter:         Q1 '95           +7.13%
Worst Quarter:        Q1 '94           -4.73%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.

- --------------------------------------------------------------------------------
Average annual total return as of 12/31/98

                                                                      Since
       Inception date    1 Year  5 Years          10 Years        inception

- --------------------------------------------------------------------------------
Class A (5/28/87)        0.84%     3.99%          7.20%               --
Class B (1/15/93)        1.01%     4.09%          --                  5.41%
Class C (8/15/95)        3.68%      --            --                  5.10%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%          8.22%               7.21%*


* For  comparative  purposes,  the value of the index on 12/31/92 is used as the
beginning value on 1/15/93.


What this fund is -- and isn't

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

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

6
<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for the Florida series in the tables below.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B             Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>                  <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00

- ---------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- -----------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx                x.xx
<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
Expense example

                   1 Year  3 Years 5 Years  10 Years
- --------------------------------------------------------------------------------
Class A            $0,000  $0,000  $0,000  $0,000
Class B
with redemption    $0,000  $0,000  $0,000  $0,000**
without redemption $0,000  $0,000  $0,000  $0,000**
Class C
with redemption    $0,000  $0,000  $0,000  $0,000
without redemption $0,000  $0,000  $0,000  $0,000

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


This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.


Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

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

                                                                Florida Series 7

<PAGE>


                 Georgia Series
Ticker Symbols   Class A: PGAXX
                 Class B: PGABX
                 Class C: PGACX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include appli cable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares
                             14.79  -7.66     19.58     2.86      8.18      4.82
  89     90     91    92     93      94       95        96        97        98

Best Quarter:         Q1 '95            +8.33%
Worst Quarter:        Q1 '94            -6.98%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.

- --------------------------------------------------------------------------------
Average annual total return as of 12/31/98

                                                            Since
       Inception date    1 Year  5 Years     10 Years   inception

- --------------------------------------------------------------------------------
Class A   (9/3/92)       0.13%   4.23%       --             6.25%
Class B   (1/15/93)      0.38%   4.35%       --             6.12%
Class C   (8/15/95)      2.75%    --         --             6.19%
Lehman Brothers
Municipal Bond Index     6.48%   6.22%       8.22%          7.23%*

* For  comparative  purposes,  the value of the index on  8/31/92 is used as the
beginning value on 9/3/92.

What this fund is -- and isn't

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

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

8
<PAGE>

EXPENSES

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


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B         Class C
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>             <C>   s
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none             none
Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00             1.00

- -------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55              .55
Rule 12b-1 fee                                                          none                  .50              .75
Shareholder services fee                                                 .25                  .25              .25
Other expenses                                                          x.xx                 x.xx             x.xx

- -------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx             x.xx

<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
Expense example

                   1 Year  3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A            $0,000  $0,000  $0,000  $0,000
Class B
with redemption    $0,000  $0,000  $0,000  $0,000**
without redemption $0,000  $0,000  $0,000  $0,000**
Class C
with redemption    $0,000  $0,000  $0,000  $0,000
without redemption $0,000  $0,000  $0,000  $0,000

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


This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.


Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

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

                                                                Georgia Series 9

<PAGE>

              Maryland Series
Ticker Symbols Class A: PSMDX
               Class B: PMDBX
               Class C: PMDCX


PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

9.96      8.10      11.94     8.35   11.39    -4.75   15.91  4.50   9.47   5.65
89        90        91        92     93        94     95     96     97     98

Best Quarter:         Q1 '95            +6.49%
Worst Quarter:        Q1 '94            +4.65%


The series' Class A year-to-date total return as of 6/30/99 was x.xx%.


- --------------------------------------------------------------------------------
Average annual total return as of 12/31/98
                                                                       Since
       Inception date    1 Year    5 Years     10 Years            inception
- --------------------------------------------------------------------------------
Class A (5/28/87)        0.90%     4.97%       7.43%                      --
Class B (1/15/93)        1.14%     5.05%       --                       6.16%
Class C (8/15/95)        3.84%     --          --                       6.79%
Lehman Brothers
Municipal Bond Index     6.48%    6.22%        8.22%                    7.21%*


* For  comparative  purposes,  the value of the index on 12/31/92 is used as the
  beginning value on 1/15/93.


What this fund is -- and isn't

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

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

10
<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for the Maryland series in the tables below.
<TABLE>
<CAPTION>
Fee table
                                                                       Class A              Class B         Class C
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>              <C>
Shareholder transaction fees
(fees paid from your account) Maximum front-end
sales charge on purchases
as a % of offering price                                                4.50                 none           none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00           1.00

- -------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets
Management fees                                                          .55                  .55            .55
Rule 12b-1 fee                                                          none                  .50            .75
Shareholder services fee                                                 .25                  .25            .25
Other expenses                                                          x.xx                 x.xx           x.xx
- -------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx           x.xx

<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
  million  or more may be  charged a CDSC of 1.00% if  redeemed  within  one
  year.
</FN>
</TABLE>
- -----------------------------------------------------
Expense example

                   1 Year  3 Years 5 Years  10 Years
- ------------------------------------------------------
Class A            $0,000  $0,000  $0,000   $0,000
Class B
with redemption    $0,000  $0,000  $0,000   $0,000**
without redemption $0,000  $0,000  $0,000   $0,000**
Class C
with redemption    $0,000  $0,000  $0,000   $0,000
without redemption $0,000  $0,000  $0,000   $0,000

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


This example shows what you could pay in expenses over time. It uses the same
hy hypothetical conditions other funds use in their prospectuses: $10,000
initial investment, 5% total return each year and no changes in expenses.
Because actual return and expenses will be different, the example is for
comparison only.


Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

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

                                                              Maryland Series 11


<PAGE>

               Massachusetts Series
   Ticker Symbols    Class A: PSMAX
                     Class B: PBMAX
                     Class C: PCMAX


Past Performance

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include appli cable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

9.35   6.69   12.26   9.77   11.63   -4.56   14.81   4.24   8.57    5.81
89     90     91      92     93       94     95      96     97      98


Best Quarter:         Q1 '95            +5.68%
Worst Quarter:        Q1 '94            -4.20%


The series' Class A year-to-date total return as of 6/30/99 was x.xx%.

- --------------------------------------------------------------------------------
Average annual total return as of 12/31/98

                                                       Since
       Inception date    1 Year 5 Years 10 Years   inception
- --------------------------------------------------------------------------------
Class A (5/28/87)        1.04%  4.62%   7.24%            --
Class B (1/15/93)        1.31%  4.72%     --           5.91%
Class C (8/15/95)        4.11%     --     --           6.49%
Lehman Brothers
Municipal Bond Index     6.48%  6.22%   8.22%          7.21%*

* For  comparative  purposes,  the value of the index on 12/31/92 is used as the
  beginning value on 1/15/93.


What this fund is -- and isn't


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

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

12
<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for the Massachusetts series in the tables below.
<TABLE>
<CAPTION>
Fee table
                                                                       Class A              Class B         Class C
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>             <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none           none
Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00           1.00
- -------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55            .55
Rule 12b-1 fee                                                          none                  .50            .75
Shareholder services fee                                                 .25                  .25            .25
Other expenses                                                          x.xx                 x.xx           x.xx
- ------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx           x.xx

<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
Expense example

                   1 Year  3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A            $0,000  $0,000  $0,000  $0,000
Class B
with redemption    $0,000  $0,000  $0,000  $0,000**
without redemption $0,000  $0,000  $0,000  $0,000**
Class C
with redemption    $0,000  $0,000  $0,000  $0,000
without redemption $0,000  $0,000  $0,000  $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

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

                                                         Massachusetts Series 13
<PAGE>

                    Michigan Series
  Ticker Symbols    Class A: PSMIX
                    Class B: PMIBX
                    Class C: PCMIX

PAST PERFORMANCES

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include appli cable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

  10.50   6.18    13.05   9.25    13.67  -4.59    17.47   3.31    8.55    5.59
  89      90      91      92      93      94      95      96      97       98

Best Quarter:         Q1 '95            +6.85%
Worst Quarter:        Q1 '94            -4.73%


The series' Class A year-to-date total return as of 6/30/99 was x.xx%.

- --------------------------------------------------------------------------------
Average annual total return as of 12/31/98

                                                             Since
       Inception date    1 Year  5 Years     10 Years       inception
- --------------------------------------------------------------------------------
Class A (5/28/87)        0.86%   4.85%       7.64%               --
Class B (1/15/93)        1.14%   4.96%         --              6.43%
Class C (8/15/95)        3.79%     --          --              6.67%
Lehman Brothers
Municipal Bond Index     6.48%   6.22%      8.22%              7.21%*


* For  comparative  purposes,  the value of the index on 12/31/92 is used as the
  beginning value on 1/15/93.


What this fund is -- and isn't

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

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

14
<PAGE>

EXPENSES

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B         Class C

- -------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>             <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none           none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00           1.00
- -------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55            .55
Rule 12b-1 fee                                                          none                  .50            .75
Shareholder services fee                                                 .25                  .25            .25
Other expenses                                                          x.xx                 x.xx           x.xx
- -------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx           x.xx
<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>

- --------------------------------------------------------------------------------
Expense example

                   1 Year  3 Years 5 Years  10 Years
- --------------------------------------------------------------------------------
Class A            $0,000  $0,000  $0,000  $0,000
Class B
with redemption    $0,000  $0,000  $0,000  $0,000**
without redemption $0,000  $0,000  $0,000  $0,000**
Class C
with redemption    $0,000  $0,000  $0,000  $0,000
without redemption $0,000  $0,000  $0,000  $0,000

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


This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

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


                                                              Michigan Series 15

<PAGE>

                Minnesota Series
Ticker Symbols    Class A: PSMNX
                  Class B: PMMNX
                  Class C: PMNCX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include appli cable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

  11.08   8.03    11.38   8.38    12.37  -4.43    15.33   3.68    7.25    5.26
  89      90      91      92      93      94      95      96      97      98

Best Quarter:         Q2 '89            +6.61%
Worst Quarter:        Q1 '94            -5.06%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.

- --------------------------------------------------------------------------------
Average annual total return as of 12/31/98

                                                            Since
       Inception date    1 Year  5 Years          10 Years  inception
- --------------------------------------------------------------------------------
Class A (5/28/87)        0.51%     4.26%          7.20%     --
Class B (1/15/93)        0.72%     4.35%          --        5.76%
Class C (8/15/95)        3.36%     --             --        5.74%
Lehman Brothers
Municipal Bond Index     6.48%    6.22%           8.22%     7.21%*

* For  comparative  purposes,  the value of the index on 12/31/92 is used as the
  beginning value on 1/15/93.

What this fund is -- and isn't

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

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

16
<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for the Minnesota series in the tables below.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B         Class C
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>             <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none           none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00           1.00

- -------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55            .55
Rule 12b-1 fee                                                          none                  .50            .75
Shareholder services fee                                                 .25                  .25            .25
Other expenses                                                          x.xx                 x.xx           x.xx
- -------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx           x.xx
<FN>
* Shares  bought  without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>
- ----------------------------------------------------
                   1 Year  3 Years 5 Years  10 Years
- ----------------------------------------------------
Class A            $0,000  $0,000  $0,000   $0,000
Class B
with redemption    $0,000  $0,000  $0,000   $0,000**
without redemption $0,000  $0,000  $0,000   $0,000**
Class C
with redemption    $0,000  $0,000  $0,000   $0,000
without redemption $0,000  $0,000  $0,000   $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.


Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder  services fee: a fee paid to the fund's  distributor for shareholder
account service and maintenance.

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


                                                             Minnesota Series 17

<PAGE>
                                                            New Jersey Series
- ------------------------------------------------------------------------------
                                                Ticker Symbols Class A: PSNAX
                                                               Class B: PSNBX
                                                               Class C: PSMJX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- -------------------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)

Class A shares

                                        17.47    2.10   8.60   5.71
89     90     91     92     93     94     95       96     97     98

Best Quarter:         Q1 '95            +7.34%

Worst Quarter:        Q1 '96            -2.97%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.

- -----------------------------------------------------------------
Average annual total return as of 12/31/98
                                                        Since
        Inception date   1 Year   5 Years   10 Years  inception
- -----------------------------------------------------------------
Class A      (5/3/94)    0.96%      --        --       5.81%
Class B      (5/3/94)    1.10%      --        --       5.97%
Class C     (12/4/95)    3.77%      --        --       4.79%
Lehman Brothers
Municipal Bond Index     6.48%      --        --       7.78%*

* For comparative purposes, the value of the index on 4/30/94 is used
  as the beginning value on 5/3/94.

What this fund is -- and isn't

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

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

18

<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for the New Jersey series in the tables below.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B             Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                 <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00
- ----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- ----------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx                x.xx
<FN>
* Shares bought without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>

- -------------------------------------------------------
Expense example
                    1 Year   3 Years  5 Years  10 Years
- -------------------------------------------------------
Class A             $0,000   $0,000   $0,000   $0,000

Class B
with redemption     $0,000   $0,000   $0,000   $0,000**
without redemption  $0,000   $0,000   $0,000   $0,000**

Class C
with redemption     $0,000   $0,000   $0,000   $0,000
without redemption  $0,000   $0,000   $0,000   $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder services fee: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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


                                                       New Jersey Series  19

<PAGE>
                                                        North Carolina Series
- ------------------------------------------------------------------------------
                                              Ticker Symbols    Class A:PSNOX
                                                               Class B: PMNBX
                                                               Class C: PNCCX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

                        10.19   13.77   -8.53   18.14    4.19   9.80      5.75
  89      90      91      92      93      94      95      96      97       98

Best Quarter:         Q1 '95            +7.60%
Worst Quarter:        Q1 '94            -7.03%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.
- ----------------------------------------------------------------------
Average annual total return as of 12/31/98
                                                        Since
        Inception date   1 Year   5 Years   10 Years  inception
- -----------------------------------------------------------------
Class A      (8/1/91)    0.98%     4.53%      --       7.23%
Class B     (1/15/93)    1.22%     4.63%      --       6.21%
Class C     (8/15/95)    4.15%      --        --       7.43%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%      --       7.86%*

* For comparative purposes, the value of the index on 7/31/91 is used
  as the beginning value on 8/1/91.

What this fund is -- and isn't

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

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

20

<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for the North Carolina series in the tables below.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B            Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                 <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00
- ------------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- -----------------------------------------------------------------------------------------------------------------------
Total
                                                                        x.xx                 x.xx                x.xx

<FN>
* Shares bought without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>


- -------------------------------------------------------
Expense example
                    1 Year   3 Years  5 Years  10 Years
- -------------------------------------------------------
Class A             $0,000   $0,000   $0,000   $0,000
Class B
with redemption     $0,000   $0,000   $0,000   $0,000**
without redemption  $0,000   $0,000   $0,000   $0,000**
Class C
with redemption     $0,000   $0,000   $0,000   $0,000
without redemption  $0,000   $0,000   $0,000   $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder services fee: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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

                                                   North Carolina Series  21

<PAGE>
                                                                   Ohio Series
- -------------------------------------------------------------------------------
                                               Ticker Symbols    Class A:PSOHX
                                                                Class B: POHBX
                                                                Class C: POHCX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- -------------------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

 11.12   7.18   12.32    9.35   12.35   -4.11   15.45    4.06    8.16     5.21
  89      90      91      92      93      94      95      96      97       98

Best Quarter:         Q2 '89            +6.60%
Worst Quarter:        Q1 '94            -3.96%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.
- -----------------------------------------------------------------
Average annual total return as of 12/31/98
                                                        Since
        Inception date   1 Year   5 Years   10 Years  inception
- -----------------------------------------------------------------
Class A     (5/28/87)    0.50%     4.60%     7.48%      --
Class B     (1/15/93)    0.72%     4.71%      --       6.00%
Class C     (8/15/95)    3.44%      --        --       6.41%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%     8.22%    7.21%*

* For comparative purposes, the value of the index on 12/31/92 is
  used as the beginning value on 1/15/93.

What this fund is -- and isn't

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

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

22

<PAGE>

EXPENSES

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B            Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                 <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00
- ----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- ----------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx                x.xx
<FN>
* Shares bought without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>

- -------------------------------------------------------
Expense example
                    1 Year  3 Years 5 Years 10 Years
- -------------------------------------------------------
Class A             $0,000  $0,000  $0,000  $0,000
Class B
with redemption     $0,000  $0,000  $0,000  $0,000**
without redemption  $0,000  $0,000  $0,000  $0,000**
Class C
with redemption     $0,000  $0,000  $0,000  $0,000
without redemption  $0,000  $0,000  $0,000  $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder services fee: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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

                                                              Ohio Series  23

<PAGE>
                                                           Pennsylvania Series
- -------------------------------------------------------------------------------
                                               Ticker Symbols    Class A:PTPAX
                                                                Class B: PPABX
                                                                Class C: PPACX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- -------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

  10.61   8.63   12.25   9.77   12.72   -5.29   17.65    3.94    9.82     5.74
  89      90      91      92      93      94      95      96      97       98

Best Quarter:         Q1 '95            +7.31%
Worst Quarter:        Q1 '94            -5.07%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.
- -----------------------------------------------------------------
Average annual total return as of 12/31/98
                                                        Since
        Inception date   1 Year   5 Years   10 Years  inception
- -----------------------------------------------------------------
Class A     (7/30/87)    1.00%     5.13%     7.92%      --
Class B     (1/15/93)    1.24%     5.24%      --       6.52%
Class C     (8/15/95)    3.91%      --        --       7.12%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%     8.22%     7.21%*

* For comparative purposes, the value of the index on 12/31/92 is
  used as the beginning value on 1/15/93.

What this fund is -- and isn't

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

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

24

<PAGE>

EXPENSES

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B            Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                 <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00
- -----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets
Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- -----------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx                x.xx
<FN>
* Shares bought without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>


- -------------------------------------------------------
Expense example
                    1 Year  3 Years  5 Years  10 Years
- -------------------------------------------------------
Class A             $0,000   $0,000  $0,000  $0,000
Class B
with redemption     $0,000   $0,000  $0,000  $0,000**
without redemption  $0,000   $0,000  $0,000  $0,000**
Class C
with redemption     $0,000   $0,000  $0,000  $0,000
without redemption  $0,000   $0,000  $0,000  $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder services fee: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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

                                                     Pennsylvania Series  25

<PAGE>
                                                                  Texas Series
- -------------------------------------------------------------------------------
                                               Ticker Symbols    Class A:PTXBX
                                                                Class B: PSTBX
                                                                Class C: PTXCX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- ------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

 11.84   6.96   13.37    9.72   13.68   -4.87   18.63    4.69    9.88     5.98
  89      90      91      92      93      94      95      96      97       98

Best Quarter:         Q1 '95            +7.64%
Worst Quarter:        Q1 '94            -5.37%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.
- -----------------------------------------------------------------
Average annual total return as of 12/31/98
                                                        Since
        Inception date   1 Year   5 Years   10 Years  inception
- -----------------------------------------------------------------
Class A     (5/28/87)    1.20%     5.61%     8.31%      --
Class B     (1/15/93)    1.50%     5.72%      --       7.09%
Class C     (8/15/95)    4.20%      --        --       7.59%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%      8.22%    7.21%*

* For comparative purposes, the value of the index on 12/31/92 is
  used as the beginning value on 1/15/93.

What this fund is -- and isn't

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

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

26

<PAGE>

EXPENSES

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B            Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                 <C>
- -----------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00
- ----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- ----------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx                x.xx
<FN>
* Shares bought without an initial sales charge as part of an investment of $1
million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>

- -------------------------------------------------------
Expense example
                    1 Year  3 Years 5 Years 10 Years
- -------------------------------------------------------
Class A             $0,000  $0,000  $0,000  $0,000
Class B
with redemption     $0,000  $0,000  $0,000  $0,000**
without redemption  $0,000  $0,000  $0,000  $0,000**
Class C
with redemption     $0,000  $0,000  $0,000  $0,000
without redemption  $0,000  $0,000  $0,000  $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder services fee: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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

                                                            Texas Series  27

<PAGE>
                                                               Virginia Series
- -------------------------------------------------------------------------------
                                               Ticker Symbols    Class A:PSVAX
                                                                Class B: PVABX
                                                                Class C: PVACX

PAST PERFORMANCE

The tables below show some of the risks of investing in this series of the fund.
The first table shows the changes in the series' Class A performance from year
to year. The performance figures do not reflect sales loads, and would be lower
if they did. The second table compares the series' performance over time to that
of the Lehman Brothers Municipal Bond Index, a widely recognized unmanaged index
of bond performance. These returns include applicable sales loads. Both tables
assume the reinvestment of dividends. Of course, past performance is no
guarantee of future results.

- --------------------------------------------------------
Year-by-year total return as of 12/31 each year (%)
Class A shares

                         10.87   13.87  -7.62   19.04    4.41    9.53    5.82
  89      90      91      92      93      94      95      96      97       98

Best Quarter:         Q1 '95            +7.53%
Worst Quarter:        Q1 '94            -6.65%

The series' Class A year-to-date total return as of 6/30/99 was x.xx%.
- -----------------------------------------------------------------
Average annual total return as of 12/31/98
                                                        Since
        Inception date   1 Year   5 Years   10 Years  inception
- -----------------------------------------------------------------
Class A      (8/1/91)    1.03%     4.91%      --       7.61%
Class B     (1/15/93)    1.30%     5.01%      --       6.54%
Class C     (8/15/95)    4.03%      --        --       7.37%
Lehman Brothers
Municipal Bond Index     6.48%     6.22%     8.22%     7.86%*

* For comparative purposes, the value of the index on 7/31/91 is used
  as the beginning value on 8/1/91.

What this fund is -- and isn't

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

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

28

<PAGE>

EXPENSES

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fee table
                                                                       Class A              Class B            Class C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                 <C>
Shareholder transaction fees (fees paid from your account)
Maximum front-end sales charge on purchases
as a % of offering price                                                4.50                 none                none

Maximum contingent deferred sales charge (CDSC)
as a % of purchase or sale price, whichever is less                     none*                4.00                1.00
- ----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses (expenses paid from fund assets)
% of average daily net assets

Management fees                                                          .55                  .55                 .55
Rule 12b-1 fee                                                          none                  .50                 .75
Shareholder services fee                                                 .25                  .25                 .25
Other expenses                                                          x.xx                 x.xx                x.xx
- ----------------------------------------------------------------------------------------------------------------------
Total                                                                   x.xx                 x.xx                x.xx
<FN>
* Shares bought without an initial sales charge as part of an investment of $1
  million or more may be charged a CDSC of 1.00% if redeemed within one year.
</FN>
</TABLE>

- -------------------------------------------------------
Expense example
                    1 Year  3 Years 5 Years 10 Years
- -------------------------------------------------------
Class A             $0,000  $0,000  $0,000  $0,000
Class B
with redemption     $0,000  $0,000  $0,000  $0,000**
without redemption  $0,000  $0,000  $0,000  $0,000**
Class C
with redemption     $0,000  $0,000  $0,000  $0,000
without redemption  $0,000  $0,000  $0,000  $0,000

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

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

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

Rule 12b-1 fee: the fee paid to the fund's distributor to finance the sale of
Class B and Class C shares. Because this fee is paid out of the fund's assets on
an ongoing basis, over time it will increase the cost of your investment and may
cost you more than paying other types of sales charges.

Shareholder services fee: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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

                                                           Virginia Series  29
<PAGE>

FINANCIAL HIGHLIGHTS
- ----------------------------
Connecticut Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          12.23     11.81     11.90     11.76    11.81
 Investment operations: Investment income-- net                                  .61       .62       .64       .66      .67
                        Net realized and unrealized gain (loss)
                          on investments                                         .19       .47       .16       .14     (.05)

 Total from investment operations                                                .80      1.09       .80       .80      .62
 Distributions:         Dividends from investment income-- net                  (.61)     (.62)     (.64)     (.66)    (.67)
                        Dividends from net realized gain on investments         (.16)     (.05)     (.25)       --       --
 Total distributions                                                            (.77)     (.67)     (.89)     (.66)    (.67)
 Net asset value, end of period                                                12.26     12.23     11.81     11.90    11.76
 Total return (%)*                                                              6.70      9.44      6.84      6.85     5.47
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .89       .90       .93       .92      .89
 Ratio of net investment income to average net assets (%)                       4.94      5.12      5.32      5.45     5.77
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                                  --        --        --        --      .01
 Portfolio turnover rate (%)                                                   21.95     33.31     30.66     28.83    10.48
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                       317,923   310,343   313,881   321,559  335,964
- ---------------------------------------------------------------------------------------------------------------------------
* Exclusive of sales load.
</TABLE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          12.23     11.80     11.89     11.76    11.80
 Investment operations: Investment income-- net                                  .55       .56       .57       .60      .61
                        Net realized and unrealized gain (loss)
                          on investments                                         .19       .48       .16       .13     (.04)
 Total from investment operations                                                .74      1.04       .73       .73      .57
 Distributions:         Dividends from investment income-- net                  (.55)     (.56)     (.57)     (.60)    (.61)
                        Dividends from net realized gain on investments         (.16)     (.05)     (.25)       --       --
 Total distributions                                                            (.71)     (.61)     (.82)     (.60)    (.61)
 Net asset value, end of period                                                12.26     12.23     11.80     11.89    11.76
 Total return (%)*                                                              6.15      8.97      6.28      6.20     4.99
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.40      1.42      1.45      1.44     1.41
 Ratio of net investment income to average net assets (%)                       4.42      4.59      4.79      4.92     5.21
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                                  --        --        --        --      .01
 Portfolio turnover rate (%)                                                   21.95     33.31     30.66     28.83    10.48
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                        58,416    59,315    54,661    38,838   35,425
- ---------------------------------------------------------------------------------------------------------------------------
* Exclusive of sales load.
</TABLE>

30

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      19961
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    12.22     11.79     11.89    11.84
 Investment operations: Investment income-- net                                            .52       .53       .54      .40
                        Net realized and unrealized gain (loss) on investments             .19       .48       .15      .05

 Total from investment operations                                                          .71      1.01       .69      .45
 Distributions:         Dividends from investment income--net                             (.52)     (.53)     (.54)    (.40)
                        Dividends from net realized gain on investments                   (.16)     (.05)     (.25)      --
 Total distributions                                                                      (.68)     (.58)     (.79)    (.40)
 Net asset value, end of period                                                          12.25     12.22     11.79    11.89
 Total return (%)2                                                                        5.88      8.68      5.93     5.31 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.65      1.68      1.70     1.64 3
 Ratio of net investment income to average net assets (%)                                 4.15      4.29      4.56     4.31 3
 Portfolio turnover rate (%)                                                             21.95     33.31     30.66     28.8 3
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                   4,970     2,583     1,290    1,007

- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>
                                             Connecticut Series  31

<PAGE>

Financial Highlights
Florida Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          14.17     14.06     14.48     14.51    14.43
 Investment operations: Investment income-- net                                  .65       .66       .76       .79      .81
                        Net realized and unrealized gain (loss)
                          on investments                                         .05       .26      (.08)      .17      .12
 Total from investment operations                                                .70       .92       .68       .96      .93
 Distributions:         Dividends from investment income-- net                  (.65)     (.66)     (.76)     (.79)    (.81)
                        Dividends from net realized gain on investments         (.19)     (.15)     (.34)     (.20)    (.04)
 Total distributions                                                            (.84)     (.81)    (1.10)     (.99)    (.85)
 Net asset value, end of period                                                14.03     14.17     14.06     14.48    14.51
 Total return (%)*                                                              5.00      6.73      4.74      6.63     6.71
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .92       .91       .92       .91      .90
 Ratio of net investment income to average net assets (%)                       4.53      4.67      5.27      5.29     5.67
 Decrease reflected in above expense ratios
 due to undertakings by the Manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   88.48     91.18     71.68     54.37    50.62
- ----------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                       149,185   167,793   202,503   227,478  252,406
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          14.17     14.05     14.47     14.51    14.42
 Investment operations: Investment income-- net                                  .57       .59       .69       .71      .73
                        Net realized and unrealized gain (loss)
                          on investments                                         .04       .27      (.08)      .16      .13
 Total from Investment operations                                                .61       .86       .61       .87      .86
 Distributions:         Dividends from investment income-- net                  (.57)     (.59)     (.69)     (.71)    (.73)
                        Dividends from net realized gain on investments         (.19)     (.15)     (.34)     (.20)    (.04)
 Total distributions                                                            (.76)     (.74)    (1.03)     (.91)    (.77)
 Net asset value, end of period                                                14.02     14.17     14.05     14.47    14.51
 Total return (%)*                                                              4.40      6.26      4.21      6.01     6.21
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.42      1.41      1.42      1.41     1.41
 Ratio of net investment income to average net assets (%)                       4.02      4.16      4.76      4.77     5.13
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   88.48     91.18     71.68     54.37    50.62
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        26,693    32,545    35,802    27,023   25,282
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

32
<PAGE>
<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    14.17     14.05     14.47    14.65
 Investment operations: Investment income-- net                                            .53       .55       .65      .48
                        Net realized and unrealized gain (loss) on investments             .05       .27      (.08)     .02
 Total from investment operations                                                          .58       .82       .57      .50
 Distributions:         Dividends from investment income-- net                            (.53)     (.55)     (.65)    (.48)
                        Dividends from net realized gain on investments                   (.19)     (.15)     (.34)    (.20)
 Total distributions                                                                      (.72)     (.70)     (.99)    (.68)
 Net asset value, end of period                                                          14.03     14.17     14.05    14.47
 Total return (%)2                                                                        4.13      5.94      3.95     4.69 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets                                                  1.75      1.71      1.97     1.99 3
 Ratio of net investment income to average net assets                                     3.69      3.69      4.60     4.20 3
 Portfolio turnover rate                                                                 88.48     91.18     71.68    54.37
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                     394       366        58       35
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>

                                                             Florida Series  33
<PAGE>

Financial Highlights
Georgia Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          13.63     13.22     13.05     12.80    12.69
 Investment operations: Investment income-- net                                  .60       .61       .62       .66      .73
                        Net realized and unrealized gain (loss)
                          on investments                                         .18       .41       .17       .25      .11
 Total from investment operations                                                .78      1.02       .79       .91      .84
 Distributions:         Dividends from investment income-- net                  (.60)     (.61)     (.62)     (.66)    (.73)
 Net asset value, end of period                                                13.81     13.63     13.22     13.05    12.80
 Total return (%)*                                                              5.74      7.76      6.16      7.14     6.87
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .99       .95       .98       .74      .25
 Ratio of net investment income to average net assets (%)                       4.27      4.44      4.71      5.00     5.80
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                                  --        --        --       .21      .78
 Portfolio turnover rate (%)                                                   69.13     36.64     50.96     33.09    34.04
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                         8,769     6,232     6,598     8,346    8,985
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          13.63     13.22     13.06     12.80    12.69
 Investment operations: Investment income-- net                                  .53       .54       .56       .59      .66
                        Net realized and unrealized gain (loss)
                          on investments                                         .19       .41       .16       .26      .11
 Total from investment operations                                                .72       .95       .72       .85      .77
 Distributions:         Dividends from investment income-- net                  (.53)     (.54)     (.56)     (.59)    (.66)
 Net asset value, end of period                                                13.82     13.63     13.22     13.06    12.80
 Total return (%)*                                                              5.29      7.24      5.55      6.69     6.33
- ----------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.49      1.44      1.47      1.24      .75
 Ratio of net investment income to average net assets (%)                       3.79      3.94      4.20      4.46     5.27
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                                  --        --        --       .20      .80
 Portfolio turnover rate (%)                                                   69.13     36.64     50.96     33.09    34.04
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                        12,592    17,558    18,211    20,106   19,429
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

34

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    13.62     13.22     13.05    12.85
 Investment operations: Investment income-- net                                            .44       .47       .51      .38
                        Net realized and unrealized gain (loss) on investments             .18       .40       .17      .20
 Total from investment operations                                                          .62       .87       .68      .58
 Distributions:         Dividends from investment income-- net                            (.44)     (.47)     (.51)    (.38)
 Net asset value, end of period                                                          13.80     13.62     13.22    13.05
 Total return (%)2                                                                        4.59      6.61      5.30     6.28 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.99      1.91      1.80     1.98 3
 Ratio of net investment income to average net assets (%)                                 3.28      3.48      3.87     3.73 3
 Portfolio turnover rate (%)                                                             69.13     36.64     50.96    33.09
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                      47        42       105       88
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.

- -------------------------------------------------------------------------------
                                                             Georgia Series  35

<PAGE>

FINANCIAL HIGHLIGHTS
Maryland Series

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


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          13.05     12.70     12.69     12.54    12.46
 Investment operations: Investment income-- net                                  .65       .67       .68       .67      .70
                        Net realized and unrealized gain (loss)
                          on investments                                         .09       .50       .18       .23      .08
 Total from investment operations                                                .74       1.17      .86       .90      .78
 Distributions:         Dividends from investment income-- net                  (.65)     (.67)     (.68)     (.67)    (.70)
                        Dividends from net realized gain on investments         (.20)     (.15)     (.17)     (.08)      --
 Total distributions                                                            (.85)     (.82)     (.85)     (.75)    (.70)
 Net asset value, end of period                                                12.94     13.05     12.70     12.69    12.54
 Total return (%)*                                                              5.76      9.40      6.91      7.24     6.52
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .90       .90       .90       .90      .90
 Ratio of net investment income to average net assets (%)                       4.97      5.12      5.29      5.23     5.69
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   29.30     18.12     43.63     41.65    35.39
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                       264,255   262,560   266,658   283,878  301,834
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          13.05     12.70     12.69     12.54    12.46
 Investment operations: Investment income-- net                                  .58       .60       .61       .61      .63
                        Net realized and unrealized gain (loss)
                          on investments                                         .09       .50       .18       .23      .08
 Total from investment operations                                                .67      1.10       .79       .84      .71
 Distributions:         Dividends from investment income--net                   (.58)     (.60)     (.61)     (.61)    (.63)
                        Dividends from net realized gain on investments         (.20)     (.15)     (.17)     (.08)      --
 Total distributions                                                            (.78)     (.75)     (.78)     (.69)    (.63)
 Net asset value, end of period                                                12.94     13.05     12.70     12.69    12.54
 Total return (%)*                                                              5.20      8.83      6.34      6.66     5.94
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.42      1.42      1.43      1.43     1.44
 Ratio of net investment income to average net assets (%)                       4.44      4.59      4.75      4.68     5.13
 Decrease reflected in above expense ratios
 due to undertakings by the Manager (%)                                           --        --        --        --      .01
 Portfolio Turnover Rate (%)                                                   29.30     18.12     43.63     41.65    35.39
- ---------------------------------------------------------------------------------------------------------------------------
 Net Assets, end of period ($ X 1,000)                                        59,806    50,141    45,329    41,179   35,090
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

36

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    13.06     12.71     12.69    12.67
 Investment operations: Investment income-- net                                            .55       .57       .58      .41
                        Net realized and unrealized gain (loss) on investments             .09       .50       .19      .10
 Total from investment operations                                                          .64      1.07       .77      .51
 Distributions:         Dividends from investment income-- net                            (.55)     (.57)     (.58)    (.41)
                        Dividends from net realized gain on investments                   (.20)     (.15)     (.17)    (.08)
 Total distributions                                                                      (.75)     (.72)     (.75)    (.49)
 Net asset value, end of period                                                          12.95     13.06     12.71    12.69
 Total return (%)2                                                                        4.93      8.55      6.16     5.57 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.66      1.67      1.64     1.80 3
 Ratio of net investment income to average net assets (%)                                 4.15      4.29      4.47     4.59 3
 Portfolio turnover rate (%)                                                             29.30     18.12     43.63    41.65
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                                   3,235     1,618       202       27
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>

                                                            Maryland Series  37

<PAGE>

FINANCIAL HIGHLIGHTS
Massachusetts Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          11.75     11.40     11.50     11.53    11.64
 Investment operations: Investment income-- net                                  .59       .61       .63       .66      .69
                        Net realized and unrealized gain (loss)
                          on investments                                         .11       .40       .17       --      (.06)
 Total from investment operations                                                .70       1.01      .80       .66      .63
 Distributions:         Dividends from investment income-- net                  (.59)     (.61)     (.63)     (.66)    (.69)
                        Dividends from net realized gain on investments         (.18)     (.05)     (.27)     (.03)      --
                        Dividends in excess of net realized gain
                          on investments                                          --        --        --        --     (.05)
 Total distributions                                                            (.77)     (.66)     (.90)     (.69)    (.74)
 Net asset value, end of period                                                11.68     11.75     11.40     11.50    11.53
 Total return (%)*                                                              6.08      9.04      7.08      5.69     5.72
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .93       .91       .92       .92      .94
 Ratio of net investment income to average net assets (%)                       4.97      5.23      5.46      5.57     6.04
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate                                                       47.11     48.69     24.45     34.86    13.62
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        62,958    60,529    65,809    68,812   72,731
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          11.75     11.40     11.49     11.52    11.63
 Investment operations: Investment income-- net                                  .53       .55       .57       .60      .63
                        Net realized and unrealized gain (loss) on investments   .10       .40       .18        --     (.06)
 Total from investment operations                                                .63       .95       .75       .60      .57
 Distributions:         Dividends from investment income-- net                  (.53)     (.55)     (.57)     (.60)    (.63)
                        Dividends from net realized gain on investments         (.18)     (.05)     (.27)     (.03)      --
                        Dividends in excess of net realized gain on investments   --        --        --        --     (.05)
 Total distributions                                                            (.71)     (.60)     (.84)     (.63)    (.68)
 Net asset value, end of period                                                11.67     11.75     11.40     11.49    11.52
 Total return (%)*                                                              5.46      8.49      6.63      5.15     5.15
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.43      1.42      1.43      1.43     1.45
 Ratio of net investment income to average net assets (%)                       4.46      4.71      4.94      5.03     5.47
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   47.11     48.69     24.45     34.86    13.62
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                         6,733     6,584     6,064     5,255    4,220
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Exclusive of sales load.

38

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    11.76     11.41     11.48    11.59
 Investment operations: Investment income-- net                                            .50       .52       .54      .40
                        Net realized and unrealized gain (loss) on investments             .11       .40       .20     (.08)
 Total from investment operations                                                          .61       .92       .74      .32
 Distributions:         Dividends from investment income-- net                            (.50)     (.52)     (.54)    (.40)
                        Dividends from net realized gain on investments                   (.18)     (.05)     (.27)    (.03)
 Total distributions                                                                      (.68)     (.57)     (.81)    (.43)
 Net asset value, end of period                                                          11.69     11.76     11.41    11.48
 Total return (%)2                                                                        5.28      8.22      6.55     3.76 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.70      1.64      1.65     1.69 3
 Ratio of net investment income to average net assets (%)                                 4.06      4.51      4.64     4.72 3
 Portfolio turnover rate (%)                                                             47.11     48.69     24.45    34.86
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                                     345         1         1        1
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>

                                                       Massachusetts Series  39

<PAGE>

FINANCIAL HIGHLIGHTS
Michigan Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          15.61     15.14     15.15     15.14    15.27
 Investment operations: Investment income-- net                                  .78       .80       .81       .83      .85
                        Net realized and unrealized gain (loss)
                          on investments                                         .12       .48       .21       .20      .11
 Total from investment operations                                                .90      1.28      1.02      1.03      .96
 Distributions:         Dividends from investment income-- net                  (.78)     (.80)     (.81)     (.83)    (.85)
                        Dividends from net realized gain on investments         (.16)     (.01)     (.22)     (.19)    (.24)
 Total distributions                                                            (.94)     (.81)    (1.03)    (1.02)   (1.09)
 Net asset value, end of period                                                15.57     15.61     15.14     15.15    15.14
 Total return (%)*                                                              5.89      8.55      6.89      6.81     6.65
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .92       .92       .91       .93      .92
 Ratio of net investment income to average net assets (%)                       4.96      5.12      5.34      5.35     5.66
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   36.17     41.46     22.32     56.88    48.30
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1000)                                        145,764   149,221   155,568   166,538  176,604
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          15.61     15.13     15.15     15.13    15.27
 Investment operations: Investment income-- net                                  .70       .72       .74       .75      .77
                        Net realized and unrealized gain (loss)
                          on investments                                         .11       .49       .20       .21      .10
 Total from investment operations                                                .81      1.21       .94       .96      .87
 Distributions:         Dividends from investment income-- net                  (.70)     (.72)     (.74)     (.75)    (.77)
                        Dividends from net realized gain on investments         (.16)     (.01)     (.22)     (.19)    (.24)
 Total distributions                                                            (.86)     (.73)     (.96)     (.94)   (1.01)
 Net asset value, end of period                                                15.56     15.61     15.13     15.15    15.13
 Total return (%)*                                                              5.29      8.08      6.27      6.33     6.01
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.42      1.42      1.42      1.44     1.44
 Ratio of net investment income to average net assets (%)                       4.44      4.61      4.82      4.82     5.10
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   36.17     41.46     22.32     56.88    48.30
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1000)                                         22,338    20,938    19,338    19,031   16,471
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

40

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    15.61     15.14     15.16    15.18
 Investment operations: Investment income-- net                                            .66       .67       .69      .50
                        Net realized and unrealized gain (loss) on investments             .12       .48       .20      .17
 Total from investment operations                                                          .78      1.15       .89      .67
 Distributions:         Dividends from investment income-- net                            (.66)     (.67)     (.69)    (.50)
                        Dividends from net realized gain on investments                   (.16)     (.01)     (.22)    (.19)
 Total distributions                                                                      (.82)     (.68)     (.91)    (.69)
 Net asset value, end of period                                                          15.57     15.61     15.14    15.16
 Total return (%)2                                                                        5.08      7.70      5.94     6.12 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets                                                  1.67      1.69      1.72     1.70 3
 Ratio of net investment income to average net assets                                     4.16      4.26      4.47     4.47 3
 Portfolio turnover rate                                                                 36.17     41.46     22.32    56.88
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1000)                                                    1,877       640       241      133
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>
                                                            Michigan Series  41
<PAGE>

FINANCIAL HIGHLIGHTS
Minnesota Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          15.30     15.03     14.98     14.90    14.72
 Investment operations: Investment income-- net                                  .78       .82       .82       .82      .83
                        Net realized and unrealized gain (loss)
                          on investments                                         .04       .27       .09       .08      .18
 Total from investment operations                                                .82      1.09       .91       .90     1.01
 Distributions:         Dividends from investment income-- net                  (.78)     (.82)     (.82)     (.82)    (.83)
                        Dividends from net realized gain on investments         (.04)       --      (.04)       --       --
 Total distributions                                                            (.82)     (.82)     (.86)     (.82)    (.83)
 Net asset value, end of period                                                15.30     15.30     15.03     14.98    14.90
 Total return (%)*                                                              5.41      7.36      6.16      6.11     7.14
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .91       .90       .91       .90      .90
 Ratio of net investment income to average net assets (%)                       5.05      5.32      5.42      5.41     5.68
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                                  --        --        --        --      .01
 Portfolio turnover rate (%)                                                   41.27     13.37     25.82     35.47    51.95
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                       134,314   126,115   129,031   138,058  145,444
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          15.33     15.06     15.01     14.92    14.74
 Investment operations: Investment income-- net                                  .70       .74       .74       .74      .75
                        Net realized and unrealized gain (loss)
                          on investments                                         .04       .27       .09       .09      .18
 Total from investment operations                                                .74      1.01       .83       .83      .93
 Distributions:         Dividends from investment income-- net                  (.70)     (.74)     (.74)     (.74)    (.75)
                        Dividends from net realized gain on investments         (.04)       --      (.04)       --       --
 Total distributions                                                            (.74)     (.74)     (.78)     (.74)    (.75)
 Net asset value, end of period                                                15.33     15.33     15.06     15.01    14.92
 Total return (%)*                                                              4.86      6.79      5.60      5.62     6.57
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.43      1.42      1.44      1.43     1.44
 Ratio of net investment income to average net assets (%)                       4.52      4.79      4.90      4.87     5.13
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                                  --        --        --        --      .01
 Portfolio turnover rate (%)                                                   41.27     13.37     25.82     35.47    51.95
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                        29,562    28,568    26,004    25,617   23,217
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

42

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    15.33     15.06     15.01    14.96
 Investment operations: Investment income-- net                                            .65       .69       .70      .50
                        Net realized and unrealized gain (loss) on investments             .04       .27       .09      .05
 Total from investment operations                                                          .69       .96       .79      .55
 Distributions:         Dividends from investment income-- net                            (.65)     (.69)     (.70)    (.50)
                        Dividends from net realized gain on investments                   (.04)       --      (.04)      --
 Total distributions                                                                      (.69)     (.69)     (.74)    (.50)
 Net asset value, end of period                                                          15.33     15.33     15.06    15.01
 Total return (%)2                                                                        4.53      6.46      5.34     5.15 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.74      1.73      1.67     1.42 3
 Ratio of net investment income to average net assets (%)                                 4.16      4.40      4.62     4.00 3
 Portfolio turnover rate (%)                                                             41.27     13.37     25.82    35.47
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                   1,422       667       307      373
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>

                                                           Minnesota Series  43
<PAGE>

FINANCIAL HIGHLIGHTS
New Jersey Series

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

<TABLE>
<CAPTION>
                                                                Year Ended        Period Ended
                                                                 April 30,          April 30,        Year Ended July 31,
 Class A                                                      1999       1998         19971       1996      1995      1994 2
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>       <C>         <C>          <C>       <C>        <C>
 Per-Share Data ($)
 Net asset value, beginning of period                         13.08      12.63       12.79        12.71     12.58     12.50
 Investment operations: Investment income-- net                 .57        .61         .42          .59       .71       .18
                        Net realized and unrealized gain
                        (loss) on investments                   .15        .56        (.02)         .08       .13       .08
 Total from investment operations                               .72       1.17         .40          .67       .84       .26
 Distributions:         Dividends from investment
                        income-- net                           (.57)      (.61)       (.42)        (.59)     (.71)     (.18)
                        Dividends from net realized
                        gain on investments                    (.09)      (.11)       (.14)          --        --        --
 Total distributions                                           (.66)      (.72)       (.56)        (.59)     (.71)     (.18)
 Net asset value, end of period                               13.14      13.08       12.63        12.79     12.71     12.58
 Total return (%)3                                             5.52       9.48        4.25 4       5.31      7.01      2.07 5
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                   1.08       1.02        1.20 4       1.14       .10        --
 Ratio of net investment income to average net assets (%)      4.28       4.73        4.39 4       4.55      5.60      5.25 4
 Decrease reflected in above expense ratios due to
 undertakings by the manager (%)                                 --        .03         .10 4        .08      1.35      2.50 4
 Portfolio turnover rate (%)                                  64.40      50.78      110.12 5      28.14     43.48        --
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                        5,179      4,454       4,837        5,212     4,981     2,318
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
 *44

1 The Fund changed its fiscal year end from July 31 to April 30.

2 From May 4, 1994 (commencement of operations) to July 31, 1994.
3 Exclusive of sales load.
4 Annualized.
5 Not annualized.


<TABLE>
<CAPTION>
                                                                Year Ended        Period Ended
                                                                 April 30,          April 30,        Year Ended July 31,
 Class B                                                      1999       1998         19971       1996      1995      1994 2
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>       <C>         <C>          <C>       <C>        <C>
 Per-Share Data ($)
 Net asset value, beginning of period                         13.07      12.63       12.79        12.71     12.58     12.50
 Investment Operations: Investment income-- net                 .50        .55         .37          .52       .65       .16
                        Net realized and unrealized gain
                        (loss) on investments                   .16        .55        (.02)         .08       .13       .08
 Total from investment operations                               .66       1.10         .35          .60       .78       .24
 Distributions:         Dividends from investment
                        income-- net                           (.50)      (.55)       (.37)        (.52)     (.65)     (.16)
                        Dividends from net realized
                        gain on investments                    (.09)      (.11)       (.14)          --        --        --
 Total Distributions                                           (.59)      (.66)       (.51)        (.52)     (.65)     (.16)
 Net asset value, end of period                               13.14      13.07       12.63        12.79     12.71     12.58
 Total Return (%)3                                             5.08       8.85       3.744         4.79      6.48      1.94 5
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets                       1.58       1.53        1.69 4       1.63       .61      .504
 Ratio of net investment income to average net assets          3.78       4.20        3.88 4       4.04      5.00     4.694
 Decrease reflected in above expense ratios due to
 undertakings by the manager                                     --        .03         .09 4        .08      1.29      2.50 4
 Portfolio turnover rate                                      64.40      50.78      110.12 5      28.14     43.48        --
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                       11,628     10,533       8,680        8,910     6,852     2,373
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 The Fund changed its fiscal year end from July 31 to April 30.
2 From May 4, 1994 (commencement of operations) to July 31, 1994.
3 Exclusive of sales load.
4 Annualized.
5 Not annualized.
</FN>
</TABLE>

44

<PAGE>

<TABLE>
<CAPTION>
                                                                      Year Ended          Period Ended      Year Ended
                                                                        April 30,            April 30,        July 31,
 Class C                                                            1999         1998           1997 1         1996 2
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>         <C>            <C>           <C>
 Per-Share Data ($)
 Net asset value, beginning of period                               13.09        12.64          12.78         13.21
 Investment operations: Investment income--net                        .46          .50            .35           .32
                        Net realized and unrealized gain (loss)
                        on investments                                .15          .56             --          (.43)
 Total from investment operations                                     .61         1.06            .35          (.11)
 Distributions:         Dividends from investment income--net        (.46)        (.50)          (.35)         (.32)
                        Dividends from net realized gain
                        on investments                               (.09)        (.11)          (.14)           --
 Total distributions                                                 (.55)        (.61)          (.49)         (.32)
 Net asset value, end of period                                     13.15        13.09          12.64         12.78
 Total Investment return (%)c                                        4.67         8.55           3.72 4       (1.21)4
- -------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                         1.88         1.91           1.97 4        1.95 4
 Ratio of net investment income to average net assets (%)            3.42         3.65           3.62 4        3.68 4
 Decrease reflected in above expense ratios
 due to undertakings by the Manager (%)                                --          .06           .764           .02 4
 Portfolio turnover rate (%)                                        64.40        50.78         110.12 5       28.14
- -------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                349          118                1          6
- -------------------------------------------------------------------------------------------------------------------
<FN>
*On March 31, 1997, the New Jersey Series commenced operations through a transfer of assets from the New Jersey
Series of Premier Insured Municipal Bond Fund. The financial data provided above prior to such date is for the
New Jersey Series of Premier Insured Municipal Bond Fund.

1 The Fund changed its fiscal year end from July 31 to April 30.
2 From December 4, 1995 (commencement of initial offering) to July 31, 1996.
3 Exclusive of sales load.
4 Annualized.
5 Not annualized.
</FN>
</TABLE>

- -------------------------------------------------------------------------------
                                                          New Jersey Series  45

<PAGE>

FINANCIAL HIGHLIGHTS
North Carolina Series

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

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          13.91     13.23     12.91     12.72    12.73
 Investment operations: Investment income-- net                                  .66       .67       .67       .67      .70
                        Net realized and unrealized gain (loss)
                          on investments                                         .11       .68       .32       .19     (.01)
 Total from investment operations                                                .77      1.35       .99       .86      .69
 Distributions:         Dividends from investment income-- net                  (.66)     (.67)     (.67)     (.67)    (.70)
                        Dividends from net realized gain on investments         (.07)       --        --        --       --
 Total distributions                                                            (.73)     (.67)     (.67)     (.67)    (.70)
 Net asset value, end of period                                                13.95     13.91     13.23     12.91    12.72
 Total return (%)*                                                              5.63     10.39      7.81      6.79     5.70
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .94       .87      1.04       .98      .65
 Ratio of net investment income to average net assets (%)                       4.68      4.89      5.10      5.11     5.63
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --       .02      .31
 Portfolio turnover rate (%)                                                   41.15     32.28     44.91     47.15    12.02
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        47,794    41,592    42,130    47,042   50,205
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          13.90     13.22     12.90     12.71    12.72
 Investment operations: Investment income-- net                                  .59       .60       .60       .60      .64
                        Net realized and unrealized gain (loss)
                          on investments                                         .11       .68       .32       .19     (.01)
 Total from investment operations                                                .70      1.28       .92       .79      .63
 Distributions:         Dividends from investment income-- net                  (.59)     (.60)     (.60)     (.60)    (.64)
                        Dividends from net realized gain on investments         (.07)     --         --         --       --
 Total distributions                                                            (.66)     (.60)     (.60)     (.60)    (.64)
 Net asset value, end of period                                                13.94     13.90     13.22     12.90    12.71
 Total return (%)*                                                              5.10      9.84      7.27      6.25     5.12
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.44      1.38      1.54      1.49     1.18
 Ratio of net investment income to average net assets (%)                       4.16      4.39      4.59      4.59     5.08
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --       .02      .30
 Portfolio turnover rate (%)                                                   41.15     32.28     44.91     47.15    12.02
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        39,535    45,296    43,979    42,668   42,310
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

46

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    13.90     13.22     12.90    12.76
 Investment operations: Investment income-- net                                            .56       .57       .57      .40
                        Net realized and unrealized gain (loss) on investments             .13       .68       .32      .14
 Total from investment operations                                                          .69       1.25      .89      .54
 Distributions:         Dividends from investment income-- net                            (.56)     (.57)     (.57)    (.40)
                        Dividends from net realized gain on investments                   (.07)       --        --       --
 Total distributions                                                                      (.63)     (.57)     (.57)    (.40)
 Net asset value, end of period                                                          13.96     13.90     13.22    12.90
 Total return (%)2                                                                        5.02      9.58      7.00     5.92 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.63      1.62      1.77     1.73 3
 Ratio of net investment income to average net assets (%)                                 3.83      4.08      4.31     4.31 3
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)
 Portfolio turnover rate (%)                                                             41.15     32.28     44.91    47.15
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                                     434        44        11        1
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>

                                                      North Carolina Series  47


<PAGE>
Financial Highlights
Ohio Series

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


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
Class A                                                                        1999     1998      1997      1996      1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
Per-Share Data ($)
Net asset value, beginning of period                                           12.86     12.65     12.58     12.62    12.70
Investment operations: Investment income-- net                                   .65       .67       .69       .71      .73
                       Net realized and unrealized gain (loss)
                         on investments                                          .08       .34       .17       .14     (.05)
Total from investment operations                                                 .73      1.01       .86       .85      .68
Distributions:         Dividends from investment income-- net                   (.65)     (.67)     (.69)     (.71)    (.73)
                       Dividends from net realized gain on investments          (.14)     (.13)     (.10)     (.18)    (.03)
Total distributions                                                             (.79)     (.80)     (.79)     (.89)    (.76)
Net asset value, end of period                                                 12.80     12.86     12.65     12.58    12.62
Total return (%)*                                                               5.72      8.09      6.91      6.77     5.63
- ---------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Ratio of expenses to average net assets (%)                                      .91       .90       .91       .89      .92
Ratio of net investment income to average net assets (%)                        5.00      5.17      5.40      5.49     5.84
Decrease reflected in above expense ratios
due to undertakings by the manager (%)                                            --        --        --        --      .01
Portfolio turnover rate (%)                                                    40.36     24.73     29.65     43.90    39.53
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ X 1,000)                                        237,027   237,618   242,572   257,639  273,225
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          12.87     12.65     12.59     12.63    12.71
 Investment operations: Investment income-- net                                  .58       .60       .62       .64      .66
                        Net realized and unrealized gain (loss)
                          on investments                                         .08       .35       .16       .14     (.05)
 Total from investment operations                                                .66       .95       .78       .78      .61
 Distributions:         Dividends from investment income-- net                  (.58)     (.60)     (.62)     (.64)    (.66)
                        Dividends from net realized gain on investments         (.14)     (.13)     (.10)     (.18)    (.03)
 Total distributions                                                            (.72)     (.73)     (.72)     (.82)    (.69)
 Net asset value, end of period                                                12.81     12.87     12.65     12.59    12.63
 Total return (%)*                                                              5.17      7.62      6.27      6.19     5.06
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.42      1.41      1.42      1.42     1.44
 Ratio of net investment income to average net assets (%)                       4.47      4.65      4.87      4.94     5.29
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   40.36     24.73     29.65     43.90    39.53
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        54,929    50,453    44,746    40,476   32.797
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.


<PAGE>

<TABLE>
<CAPTION>
                                                                                              Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                  12.88     12.66     12.59      12.68
 Investment operations: Investment income-- net                                          .55       .57       .59        .43
                        Net realized and unrealized gain (loss) on investments           .08       .35       .17        .09
 Total from investment operations                                                        .63       .92       .76        .52
 Distributions:         Dividends from investment income-- net                          (.55)     (.57)     (.59)      (.43)
                        Dividends from net realized gain on investments                 (.14)     (.13)     (.10)      (.18)
 Total distributions                                                                    (.69)     (.70)     (.69)      (.61)
 Net asset value, end of period                                                        12.82     12.88     12.66      12.59
 Total return (%)2                                                                      4.92      7.35      6.07       5.66 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                            1.66      1.66      1.64       1.63 3
 Ratio of net investment income to average net assets (%)                               4.20      4.38      4.44       4.66 3
 Portfolio turnover rate (%)                                                           40.36     24.73     29.65      43.90
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                 1,793       579       694          1
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>
                                                              Ohio Series  49


<PAGE>
Financial Highlights
Pennsylvania Series

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


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          16.68     16.23     16.17     16.12    16.01
 Investment operations: Investment income-- net                                  .82       .85       .85       .87      .91
                        Net realized and unrealized gain (loss)
                          on investments                                         .16       .71       .24       .32      .11
 Total from investment operations                                                .98      1.56      1.09      1.19     1.02
 Distributions:         Dividends from investment income-- net                  (.82)     (.85)     (.85)     (.87)    (.91)
                        Dividends from net realized gain on investments         (.28)     (.26)     (.18)     (.27)      --
 Total distributions                                                           (1.10)    (1.11)    (1.03)    (1.14)    (.91)
 Net asset value, end of period                                                16.56     16.68     16.23     16.17    16.12
 Total return (%)*                                                              5.97      9.83      6.89      7.46     6.65
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .92       .92       .92       .92      .92
 Ratio of net investment income to average net assets (%)                       4.90      5.09      5.22      5.28     5.77
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   48.14     34.82     60.57     52.69    55.19
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                       195,728   196,055   201,229   216,802  219,949
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.
<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          16.67     16.23     16.16     16.11    16.01
 Investment operations: Investment income-- net                                  .74       .77       .77       .79      .83
                        Net realized and unrealized gain (loss)
                          on investments                                         .16       .70       .25       .32      .10
 Total from investment operations                                                .90      1.47      1.02      1.11      .93
 Distributions:         Dividends from investment income-- net                  (.74)     (.77)     (.77)     (.79)    (.83)
                        Dividends from net realized gain on investments         (.28)     (.26)     (.18)     (.27)      --
 Total distributions                                                           (1.02)    (1.03)     (.95)    (1.06)    (.83)
 Net asset value, end of period                                                16.55     16.67     16.23     16.16    16.11
 Total return (%)*                                                              5.43      9.20      6.41      6.92     6.02
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                    1.43      1.43      1.43      1.43     1.44
 Ratio of net investment income to average net assets (%)                       4.39      4.57      4.71      4.76     5.22
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --        --        --        --      .01
 Portfolio turnover rate (%)                                                   48.14     34.82     60.57     52.69    55.19
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        68,869    74,855    71,671    72,610   70,062
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exclusive of sales load.

50



<PAGE>
<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    16.69     16.23     16.16    16.18
 Investment operations: Investment income-- net                                            .69       .70       .69      .53
                        Net realized and unrealized gain (loss) on investments             .16       .72       .25      .25
 Total from investment operations                                                          .85      1.42       .94      .78
 Distributions:         Dividends from investment income-- net                            (.69)     (.70)     (.69)    (.53)
                        Dividends from net realized gain on investments                   (.28)     (.26)     (.18)    (.27)
 Total distributions                                                                      (.97)     (.96)     (.87)    (.80)
 Net asset value, end of period                                                          16.57     16.69     16.23    16.16
 Total return (%)2                                                                        5.16      8.91      5.92     6.71 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.69      1.69      1.83     1.70 3
 Ratio of net investment income to average net assets (%)                                 4.07      3.98      4.28     4.46 3
 Portfolio turnover rate (%)                                                             48.14     34.82     60.57    52.69
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                     898       463        32       21
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>
                                                         Pennsylvania Series  51

<PAGE>

Financial Highlights
Texas Series

The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have *52

increased (or decreased)  during each period,  assuming you had reinvested all
dividends and  distributions.  These figures  have  been  independently
audited   by  ____________,  whose  report,  along  with  the  fund's
financial statements, is included in the annual report.

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          21.68     20.99     20.84     20.69    20.41
 Investment operations: Investment income-- net                                 1.00      1.08      1.17      1.20     1.22
                        Net realized and unrealized gain (loss)
                          on investments                                         .21       .99       .41       .45      .28
 Total from investment operations                                               1.21      2.07      1.58      1.65     1.50
 Distributions:         Dividends from investment income-- net                 (1.00)    (1.08)    (1.17)   (1.20)    (1.22)
                        Dividends from net realized gain on investments         (.52)     (.30)     (.26)     (.30)      --
 Total distributions                                                           (1.52)    (1.38)    (1.43)    (1.50)   (1.22)
 Net asset value, end of period                                                21.37     21.68     20.99     20.84    20.69
 Total return (%)*                                                              5.66     10.03      7.74      8.06     7.63
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .85       .72       .37       .37      .37
 Ratio of net investment income to average net assets (%)                       4.59      4.96      5.54      5.64     6.01
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                          .07       .18       .55       .55      .55
 Portfolio turnover rate (%)                                                   49.67     27.18     61.22     49.24    38.68
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1000)                                         60,516    59,758    60,849    62,864   68,103
- ---------------------------------------------------------------------------------------------------------------------------
 </TABLE>

* Exclusive of sales load.


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          21.68     20.98     20.84     20.69    20.41
 Investment operations: Investment income-- net                                  .89       .97      1.06      1.09     1.10
                        Net realized and unrealized gain (loss)
                          on investments                                         .21      1.00       .40       .45      .28
 Total from investment operations                                               1.10      1.97      1.46      1.54     1.38
 Distributions:         Dividends from investment income-- net                  (.89)     (.97)    (1.06)    (1.09)   (1.10)
                        Dividends from net realized gain on investments         (.52)     (.30)     (.26)     (.30)      --
 Total distributions                                                           (1.41)    (1.27)    (1.32)    (1.39)   (1.10)
 Net asset value, end of period                                                21.37     21.68     20.98     20.84    20.69
 Total return (%)*                                                              5.13      9.53      7.15      7.51     7.05
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets                                        1.35      1.23       .88       .88      .89
 Ratio of net investment income to average net assets                           4.09      4.44      5.03      5.13     5.46
 Decrease reflected in above expense ratios
 due to undertakings by the manager                                              .08       .18       .55       .55      .55
 Portfolio turnover rate                                                       49.67     27.18     61.22     49.24    38.68
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                        17,031    20,454    17,396    17,461   16,818
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Exclusive of sales load.

52

<PAGE>


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    21.67     20.97     20.83    20.78
 Investment operations: Investment income-- net                                            .83       .91       .99      .73
                        Net realized and unrealized gain (loss) on investments             .21      1.00       .40      .35
 Total from investment operations                                                         1.04      1.91      1.39     1.08
 Distributions:         Dividends from investment income-- net                            (.83)     (.91)     (.99)    (.73)
                        Dividends from net realized gain on investments                   (.52)     (.30)     (.26)    (.30)
 Total distributions                                                                     (1.35)    (1.21)    (1.25)   (1.03)
 Net asset value, end of period                                                          21.36     21.67     20.97    20.83
 Total return (%)2                                                                        4.86      9.24      6.79    7.293
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.60      1.52      1.19     1.18 3
 Ratio of net investment income to average net assets (%)                                 3.79      4.10      4.57     4.77 3
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                                    .11       .15       .54      .58 3
 Portfolio turnover rate (%)                                                             49.67     27.18     61.22    49.24
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                     620       261       129        1
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>


                                                              Texas Series 53
<PAGE>


Financial Highlights
Virginia Series

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


<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class A                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          17.37     16.61     16.27     16.03    16.02
 Investment operations: Investment income-- net                                  .85       .88       .94       .93      .94
                        Net realized and unrealized gain (loss)
                          on investments                                         .17       .76       .34       .24      .04
 Total from investment operations                                               1.02      1.64      1.28      1.17      .98
 Distributions:         Dividends from investment income-- net                  (.85)     (.88)     (.94)     (.93)    (.94)
                        Dividends from net realized gain on investments         (.23)     (.00) 1     --        --       --
                        Dividends in excess of net realized gain on investments   --        --        --        --     (.03)
 Total distributions                                                           (1.08)     (.88)     (.94)     (.93)    (.97)
 Net asset value, end of period                                                17.31     17.37     16.61     16.27    16.03
 Total return (%)2                                                              5.98     10.05      8.02      7.32     6.39
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                     .92       .75       .39       .50      .39
 Ratio of net investment income to average net assets (%)                       4.83      5.10      5.67      5.58     5.93
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                           --       .14       .55       .55      .55
 Portfolio turnover rate (%)                                                   30.19     21.25     45.29     50.06    21.60
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                        71,612    65,086    61,099    61,149   62,428
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 Amount represents less than $.01 per share.
2 Exclusive of sales load.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class B                                                                       1999     1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                          17.37     16.60     16.27     16.03    16.02
 Investment operations: Investment income-- net                                  .76       .79       .86       .84      .85
                        Net realized and unrealized gain (loss)
                          on investments                                         .17       .77       .33       .24      .04
 Total from investment operations                                                .93      1.56      1.19      1.08      .89
 Distributions:         Dividends from investment income-- net                  (.76)     (.79)     (.86)     (.84)    (.85)
                        Dividends from net realized gain on investments         (.23)     (.00) 1     --        --       --
                        Dividends in excess of net realized gain
                          on investments                                          --        --        --        --     (.03)
 Total distributions                                                            (.99)     (.79)     (.86)     (.84)    (.88)
 Net asset value, end of period                                                17.31     17.37     16.60     16.27    16.03
 Total return (%)2                                                              5.44      9.56      7.41      6.77     5.83
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets                                        1.43      1.26       .90      1.01      .90
 Ratio of net investment income to average net assets                           4.32      4.58      5.15      5.06     5.40
 Decrease reflected in above expense ratios
 due to undertakings by the manager                                               --       .14       .55       .55      .55
 Portfolio turnover rate                                                       30.19     21.25     45.29     50.06    21.60
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ X 1,000)                                        34,912    40,100    35,787    33,120       13
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 Amount represents less than $.01 per share.
2 Exclusive of sales load.
</FN>
</TABLE>

54

<PAGE>

<TABLE>
<CAPTION>
                                                                                          Year Ended April 30,
 Class C                                                                                1999     1998      1997      1996 1
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>       <C>       <C>      <C>
 Per-Share Data ($)
 Net asset value, beginning of period                                                    17.36     16.60     16.26    16.17
 Investment operations: Investment income-- net                                            .72       .75       .81      .57
                        Net realized and unrealized gain (loss) on investments             .17       .76       .34      .09
 Total from investment operations                                                          .89      1.51      1.15      .66
 Distributions:         Dividends from investment income-- net                            (.72)     (.75)     (.81)    (.57)
                        Dividends from net realized gain on investments                   (.23)       --        --       --
 Total distributions                                                                      (.95)     (.75)     (.81)    (.57)
 Net asset value, end of period                                                          17.30     17.36     16.60    16.26
 Total return ($)2                                                                        5.19      9.22      7.18     5.64 3
- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
 Ratio of expenses to average net assets (%)                                              1.66      1.54      1.17     1.21 3
 Ratio of net investment income to average net assets (%)                                 4.06      4.24      4.83     4.55 3
 Decrease reflected in above expense ratios
 due to undertakings by the manager (%)                                                     --       .11       .54      .52 3
 Portfolio turnover rate (%)                                                             30.19     21.25     45.29    50.06
- ---------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period ($ x 1,000)                                                   3,188     1,996       674      166
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1 From August 15, 1995 (commencement of initial offering) to April 30, 1996.
2 Exclusive of sales load.
3 Annualized.
</FN>
</TABLE>
                                                           Virginia Series 55
<PAGE>
MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $120
billion in over 160 mutual fund portfolios. Dreyfus is the primary mutual fund
business of Mellon Bank Corporation, a broad-based financial services company
with a bank at its core. With more than $389 billion of assets under management
and $1.9 trillion of assets under administration and custody, Mellon provides a
full range of banking, investment and trust products and services to
individuals, businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.

For the past fiscal year, the fund paid Dreyfus a monthly management fee at the
annual rate shown below as a percentage of each series' average daily net
assets.
- ------------------------------------------------------------------------------
                            Effective annual rate of
Name of series                 management fee paid
- ------------------------------------------------------------------------------
Connecticut                            0.55%
Florida                                0.55%
Georgia                                0.55%
Maryland                               0.55%
Massachusetts                          0.55%
Michigan                               0.55%
Minnesota                              0.55%
New Jersey                             0.52%
North Carolina                         0.55%
Ohio                                   0.55%
Pennsylvania                           0.55%
Texas                                  0.37%
Virginia                               0.41%

Stephen C. Kris has managed the Florida series since February 1996 and has
managed the Georgia series since September 1992. Mr. Kris has been employed by
Dreyfus since February 1988.

Samuel J. Weinstock has managed the Connecticut series since August 1987 and
has managed the Virginia series since August 1991.  Mr. Weinstock has been
employed by Dreyfus since March 1987.

Douglas J. Gaylor has managed each of the Maryland series, Pennsylvania series
and Texas series since he joined Dreyfus in January 1996. Prior to joining
Dreyfus, Mr. Gaylor was a municipal portfolio manager at PNC Bank since 1993 and
from 1989 to September 1993 was a municipal portfolio manager at Wilmington
Trust Company.

W. Michael Petty has managed each of the Massachusetts series, Michigan series,
Minnesota series, New Jersey series, North Carolina series, and Ohio series
since August 1997. Mr. Petty has been employed by Dreyfus since June 1997. Prior
to joining Dreyfus, Mr. Petty was vice president and portfolio manager of
municipal bond funds at Merrill Lynch Asset Management, Inc. since 1992.

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

Concepts to understand

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

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.

56

<PAGE>

                                                              Your Investment
ACCOUNT POLICIES

The Dreyfus Premier Funds are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser. Third
parties with whom you open a fund account may impose policies, limitations and
fees which are different from those described here.

You will need to choose a share class before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees and a
contingent deferred sales charge (CDSC).

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

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

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

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



Reduced Class A sales charge

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

Right of accumulation: lets you add the value of any
Class A, B or C shares in this fund or any other Dreyfus Premier fund sold with
a sales load that you already own to the amount of your next Class A investment
for purposes of calculating the sales charge.

Consult the Statement of Additional Information (SAI) or your financial
representative for more details.

Share class charges

Each share class has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Consult your financial representative
or the SAI to see if this may apply to you. Share holders owning Class B shares
on or prior to November 30, 1996, may be eligible for a lower CDSC.

- ------------------------------------------------------------------------------
Sales charges

Class A -- charged when you buy shares

                            Sales charge              Sales
                            charge deducted as a %    as a % of your
Your investment             of offering price         net investment
- ------------------------------------------------------------------------------
Up to $49,999               4.50%                     4.70%
$50,000-- $99,999           4.00%                     4.20%
$100,000-- $249,999         3.00%                     3.10%
$250,000-- $499,999         2.50%                     2.60%
$500,000-- $999,999         2.00%                     2.00%
$1 million or more*         0.00%                     0.00%

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

Class B -- charged when you sell shares

                            CDSC as a % of your initial
Time since you bought       investment or your redemption
the shares you are selling  (whichever is less)
- ------------------------------------------------------------------------------
Up to 2 years               4.00%
2 --4 years                 3.00%
4 --5 years                 2.00%
5 --6 years                 1.00%
More than 6 years           Shares will automatically
                            convert to Class A

Class B shares also carry an annual Rule 12b-1 fee of 0.50% of the class's
average daily net assets.
- ------------------------------------------------------------------------------

Class C -- charged when you sell shares

A 1.00% CDSC is imposed on redemptions made within the first year of
purchase. Class C shares also carry an annual Rule 12b-1 fee of 0.75%
of the class's average daily net assets.
                                                       Your Investment  57

<PAGE>

ACCOUNT POLICIES (continued)

Buying shares

The net asset value (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Each series' investments are generally valued based on fair
value as determined by an independent pricing service approved and supervised by
the fund's board. Because each series seeks tax-exempt income, series of this
fund are not recommended for purchase in IRAs or other qualified plans.

Orders to buy and sell shares received by dealers by the close of trading on
the NYSE and transmitted to the distributor or its designee by the close of
its business day (normally 5:15 p.m. Eastern time) will be based on the NAV
determined as of the close of trading on the NYSE that day.

- ---------------------------------------------------------------------------
Minimum investments
                        Initial     Additional
- ---------------------------------------------------------------------------
Regular accounts        $1,000      $100; $500 for
                                    TeleTransfer investments

Dreyfus automatic       $100        $100
investment plans

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

Concepts to understand

Net asset value (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. Each series'
Class Ashares are offered to the public at NAV plus a sales charge. Classes B
and C are offered at NAV, but generally are subject to higher annual operating
expenses and a CDSC.


Selling shares

You may sell (redeem) shares at any time through your financial representative,
or you can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Any certificates representing series shares being sold must
be returned with your redemption request. Your order will be processed promptly,
and you will generally receive the proceeds within a week.

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

Before selling or writing a check against recently purchased shares,
please note that if the fund has not yet collected payment for the shares you
are selling, it may delay sending the proceeds for up to eight business days or
until it has collected payment.

Written sell orders

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

*  amounts of $1,000 or more on accounts whose address
   has been changed within the last 30 days

*  requests to send the proceeds to a different payee or address Written
   sell orders of $100,000 or more must also be signature guaranteed.

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

58


<PAGE>


General policies

Unless you decline telephone privileges on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order. The fund reserves the right to:

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

* refuse any purchase or exchange request in excess of 1% of a series'
  total assets

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

* change its minimum investment amounts

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

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

Small account policies

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

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

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

                             DISTRIBUTIONS AND TAXES

Each series generally pays its shareholders dividends from its net investment
income once a month, and distributes any net capital gains it has realized once
a year. Each share class of a series will generate a different dividend because
each has different expenses. Your distributions will be reinvested in your
series unless you instruct the fund otherwise. There are no fees or sales
charges on reinvestments.

Each series anticipates that virtually all of its in come dividends will be
exempt from federal income tax and exempt also from the income tax of the state
after which the series is named. However, any dividends and capital gains from
taxable investments are taxable as ordinary income, whether or not you reinvest
them. The tax status of any distribution is the same regardless of how long you
have been in the series and whether you reinvest your distributions or take
them in cash. In general, distri butions are federally taxable as follows:

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

Type of             Tax rate for   Tax rate for
distribution        15% bracket    28% bracket or above
- -------------------------------------------------------------------
Income              Ordinary       Ordinary
dividends           income rate    income rate

Short-term          Ordinary       Ordinary
capital gains       income rate    income rate

Long-term
capital gains       10%            20%

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

Taxes on transactions

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

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

                                                          Your Investment  59

<PAGE>

SERVICES FOR FUND INVESTORS

The third party through whom you purchased series shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.

Automatic services

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

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

Dreyfus Automatic    For making automatic investments
Asset Builder(R)     from a designated bank account.

Dreyfus Government   For making automatic investments
Direct Deposit       from your federal employment,
Privilege            Social Security or other regular
                     federal government check.

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

Dreyfus Auto-        For making regular exchanges
Exchange Privilege   from one Dreyfus fund into
                     another.
- -----------------------------------------------------------------
For selling shares

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

Checkwriting privilege (Class A only)

You may write redemption checks against your account for Class A shares in
amounts of $500 or more. These checks are free; however, a fee will be charged
if you request a stop payment or if the transfer agent cannot honor a redemption
check due to insufficient funds or another valid reason. Please do not postdate
your checks or use them to close your account.

Exchange privilege

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

TeleTransfer privilege

To move money between your bank account and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contacting your financial representative.

Reinvestment privilege

Upon written request you can reinvest up to the number of Class A or B shares
you redeemed within 45 days of selling them at the current share price without
any sales charge. If you paid a CDSC, it will be credited back to your account.
This privilege may be used only once.

Account statements

Every fund investor automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

60

<PAGE>
INSTRUCTIONS FOR ACCOUNTS

  TO OPEN AN ACCOUNT

  In Writing

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

By Telephone

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

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

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

Automatically

With an initial investment Indicate
on your application which automatic
service(s) you want. Return your
application with your investment.



TO ADD TO AN ACCOUNT

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

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

Wire Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# (see below)
* the fund and series names
* the share class o your account number
* name(s) of investor(s)
* dealer number if applicable

Electronic check Same as wire, but insert
"1111" before your account number.

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


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




TO SELL SHARES

Write a redemption check (Class A only) or
write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund and series names
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other
documentation, if required (see page 58).

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


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

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

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

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

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

To open an account, make subsequent investments or to sell shares, please
contact your financial representative or call toll free in the U.S.
1-800-554-4611.

Make checks payable to: The Dreyfus Family of Funds.

Select the appropriate DDA# for your series

Connecticut                DDA# 8900119489
Florida                    DDA# 8900119381
Georgia                    DDA# 8900117087
Maryland                   DDA# 8900119403
Massachusetts              DDA# 8900119470
Michigan                   DDA# 8900119411
Minnesota                  DDA# 8900119438
New Jersey                 DDA# 8900088389
North Carolina             DDA# 8900208635
Ohio                       DDA# 8900119446
Pennsylvania               DDA# 8900119454
Texas                      DDA# 8900119462
Virginia                   DDA# 8900208678
                                                      Your Investment  61
<PAGE>



NOTES



<PAGE>






Application page 1 here


<PAGE>







Application page 2 here

<PAGE>


NOTES



<PAGE>
                                                 For more Information


Dreyfus Premier State
Municipal Bond Fund
- --------------------------
SEC file number:  811-4906

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

Annual/Semiannual Report

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

Statement of Additional Information (SAI)

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

To obtain information:

By telephone
Call your financial representative or 1-800-554-4611

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

On the Internet  Text-only versions of fund documents can
be viewed online or downloaded from:
http://www.sec.gov

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

(C) 1999 Dreyfus Service Corporation        PSTMB/P0999








___________________________________________________________________________

                  DREYFUS PREMIER STATE MUNICIPAL BOND FUND



             .    Connecticut Series    .    Minnesota Series
             .    Florida Series        .    New Jersey Series
             .    Georgia Series        .    North Carolina Series
             .    Maryland Series       .    Ohio Series
             .    Massachusetts Series  .    Pennsylvania Series
             .    Michigan Series       .    Texas Series
                                        .    Virginia Series


                   CLASS A AND CLASS B AND CLASS C SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
                              SEPTEMBER 1, 1999
____________________________________________________________________________


     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
the above-named series (each, a "Series") of Dreyfus Premier State Municipal
Bond Fund (the "Fund"), dated September 1, 1999, 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 or
call 1-800-554-4611.


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




                              TABLE OF CONTENTS
                                                            Page

Description of the Fund and Series........................... B-3
Management of the Fund....................................... B-23
Management Arrangements...................................... B-29
How to Buy Shares............................................ B-34
Distribution Plan and Shareholder Services Plan.............. B-40
How To Redeem Shares......................................... B-42
Shareholder Services......................................... B-47
Determination of Net Asset Value............................. B-51
Dividends, Distributions and Taxes........................... B-51
Portfolio Transactions....................................... B-61
Performance Information...................................... B-63
Information About the Fund................................... B-72
Counsel and Independent Auditors............................. B-74
Appendix A................................................... B-75
Appendix B................................................... B-133




                     DESCRIPTION OF THE FUND AND SERIES

     The Fund is a Massachusetts business trust that was formed on September
19, 1986.  The Fund is an open-end, management investment company, known as
a municipal bond fund.



     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.


Certain Portfolio Securities

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


     Municipal Obligations.  The Fund's investment objective is to maximize
current income exempt from Federal income tax and, where applicable, from
State income taxes for residents of the States of Connecticut, Florida,
Georgia, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, North
Carolina, Ohio, Pennsylvania, Texas and Virginia, without undue risk.  To
accomplish the Fund's investment objective, each Series invests primarily in
the debt securities of the State after which it is named, such State's
political subdivisions, authorities and corporations, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
and such State's personal income taxes (collectively, "State Municipal
Obligations" or when the context so requires, "Connecticut Municipal
Obligations," "Florida Municipal Obligations," "Georgia Municipal
Obligations," "Maryland Municipal Obligations," etc.).


     Each Series will invest at least 80% of the value of its net assets
(except when maintaining a temporary defensive position) in Municipal
Obligations.  Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities,
or multistate agencies or authorities, the interest from which, in the
opinion of bond counsel to the issuer, is exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities.  Municipal Obligations
are classified as general obligation bonds, revenue bonds and notes.
General obligation bonds are secured by the issuer's pledge of its faith,
credit and taxing power for the payment of principal and interest.  Revenue
bonds are payable from the revenue derived from a particular facility or
class of facilities or, in some cases, from the proceeds of a special excise
or other specific revenue source, but not from the general taxing power.
Tax exempt industrial development bonds, in most cases, are revenue bonds
that do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued.  Notes are short-term instruments which are obligations of the
issuing municipalities or agencies and are sold in anticipation of a bond
sale, collection of taxes or receipt of other revenues.  Municipal
Obligations include municipal lease/purchase agreements which are similar to
installment purchase contracts for property or equipment issued by
municipalities.  Municipal Obligations bear fixed, floating or variable
rates of interest, which are determined in some instances by formulas under
which the Municipal Obligation's interest rate will change directly or
inversely to changes in interest rates or an index, or multiples thereof, in
many cases subject to a maximum and minimum.  Certain Municipal Obligations
are subject to redemption at a date earlier than their stated maturity
pursuant to call options, which may be separated from the related Municipal
Obligation and purchased and sold separately.


     The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation and rating of the issue.


     Certain Tax Exempt Obligations.  Each Series may purchase floating and
variable rate demand notes and bonds, which are tax exempt obligations
ordinarily having stated maturities in excess of one year, but which permit
the holder to demand payment of principal at any time or at specified
intervals.  Variable rate demand notes include master demand notes which are
obligations that permit the Series to invest fluctuating amounts, at varying
rates of interest, pursuant to direct arrangements between the Series, as
lender, and the borrower.  These obligations permit daily changes in the
amount borrowed.  Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such
instruments generally will be traded, and there generally is no established
secondary market for these obligations, although they are redeemable at face
value, plus accrued interest.  Accordingly, where these obligations are not
secured by letters of credit or other credit support arrangements, the
Series' right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand.  Each obligation purchased will meet the
quality criteria established for the purchase of Municipal Obligations.


     Tax Exempt Participation Interests.  Each Series may purchase from
financial institutions participation interests in Municipal Obligations
(such as industrial development bonds and municipal lease/purchase
agreements).  A participation interest gives the Series an undivided
interest in the Municipal Obligation in the proportion that the Series'
participation interest bears to the total principal amount of the Municipal
Obligation.  These instruments may have fixed, floating or variable rates of
interest.  If the participation interest is unrated or has been given a
rating below that which otherwise is permissible for purchase by the Series,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities.  For certain participation interests, the Series will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Series' participation interest in the Municipal
Obligation, plus accrued interest.  As to these instruments, each Series
intends to exercise its right to demand payment only upon a default under
the terms of the Municipal Obligation, as needed to provide liquidity to
meet redemptions, or to maintain or improve the quality of its investment
portfolio.


     Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations.  Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation.  However,
certain lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such
purpose on a yearly basis.  Although "non-appropriation" lease obligations
are secured by the leased property, disposition of the property in the event
of foreclosure might prove difficult.  The staff of the Securities and
Exchange Commission currently considers certain lease obligations to be
illiquid.  Determination as to the liquidity of such securities is made in
accordance with guidelines established by the Fund's Board.  Pursuant to
such guidelines, the Board has directed the Manager to monitor carefully
each Series' investment in such securities with particular regard to:  (1)
the frequency of trades and quotes for the lease obligation; (2) the number
of dealers willing to purchase or sell the lease obligation and the number
of other potential buyers; (3) the willingness of dealers to undertake to
make a market in the lease obligation; (4) the nature of the marketplace
trades, including the time needed to dispose of the lease obligation, the
method of soliciting offers and the mechanics of transfer; and (5) such
other factors concerning the trading market for the lease obligation as the
Manager may deem relevant.  In addition, in evaluating the liquidity and
credit quality of a lease obligation that is unrated, the Fund's Board has
directed the Manager to consider:  (a) whether the lease can be canceled;
(b) what assurance there is that the assets represented by the lease can be
sold; (c) the strength of the lessee's general credit (e.g., its debt,
administrative, economic, and financial characteristics); (d) the likelihood
that the municipality will discontinue appropriating funding for the leased
property because the property is no longer deemed essential to the
operations of the municipality (e.g., the potential for an "event of
nonappropriation"); (e) the legal recourse in the event of failure to
appropriate; and (f) such other factors concerning credit quality as the
Manager may deem relevant.  A Series will not invest more than 15% of the
value of its net assets in lease obligations that are illiquid and in other
illiquid securities.  See "Investment Restriction No. 6" below.


     Tender Option Bonds.  Each Series may purchase tender option bonds.  A
tender option bond is a Municipal Obligation (generally held pursuant to a
custodial arrangement) having a relatively long maturity and bearing
interest at a fixed rate substantially higher than prevailing short-term tax
exempt rates, that has been coupled with the agreement of a third party,
such as a bank, broker-dealer or other financial institution, pursuant to
which such institution grants the security holders the option, at periodic
intervals, to tender their securities to the institution and receive the
face value thereof.  As consideration for providing the option, the
financial institution receives periodic fees equal to the difference between
the Municipal Obligation's fixed coupon rate and the rate, as determined by
a remarketing or similar agent at or near the commencement of such period,
that would cause the securities, coupled with the tender option, to trade at
par on the date of such determination.  Thus, after payment of this fee, the
security holder effectively holds a demand obligation that bears interest at
the prevailing short-term tax exempt rate.  The Manager, on behalf of the
Series, will consider on an ongoing basis the creditworthiness of the issuer
of the underlying Municipal Obligation, of any custodian and of the third
party provider of the tender option.  In certain instances and for certain
tender option bonds, the option may be terminable in the event of a default
in payment of principal or interest on the underlying Municipal Obligation
and for other reasons.


     A Series will purchase tender option bonds only when the Fund is
satisfied that the custodial and tender option arrangements, including the
fee payment arrangements, will not adversely affect the tax exempt status of
the underlying Municipal Obligations and that payment of any tender fees
will not have the effect of creating taxable income for the Series.  Based
on the tender option bond agreement, the Fund expects to be able to value
the tender option bond at par; however, the value of the instrument will be
monitored to assure that it is valued at fair value.


     Custodial Receipts.  Each Series may purchase custodial receipts
representing the right to receive certain future principal and interest
payments on Municipal Obligations which underlie the custodial receipts.  A
number of different arrangements are possible.  In a typical custodial
receipt arrangement, an issuer or a third party owner of Municipal
Obligations deposits such obligations with a custodian in exchange for two
classes of custodial receipts.  The two classes have different
characteristics, but, in each case, payments on the two classes are based on
payments received on the underlying Municipal Obligations.  One class has
the characteristics of a typical auction rate security, where at specified
intervals its interest rate is adjusted, and ownership changes, based on an
auction mechanism.  This class's interest rate generally is expected to be
below the coupon rate of the underlying Municipal Obligations and generally
is at a level comparable to that of a Municipal Obligation of similar
quality and having a maturity equal to the period between interest rate
adjustments.  The second class bears interest at a rate that exceeds the
interest rate typically borne by a security of comparable quality and
maturity; this rate also is adjusted, but in this case inversely to changes
in the rate of interest of the first class.  In no event will the aggregate
interest paid with respect to the two classes exceed the interest paid by
the underlying Municipal Obligations.  The value of the second class and
similar securities should be expected to fluctuate more than the value of a
Municipal Obligation of comparable quality and maturity and their purchase
by a Series should increase the volatility of its net asset value and, thus,
its price per share.  These custodial receipts are sold in private
placements.  Each Series also may purchase directly from issuers, and not in
a private placement, Municipal Obligations having characteristics similar to
custodial receipts.  These securities may be issued as part of a multi-class
offering and the interest rate on certain classes may be subject to a cap or
floor.


     Stand-By Commitments.  Each Series may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio.  Under a stand-
by commitment, the Series obligates a broker, dealer or bank to repurchase,
at the Series' option, specified securities at a specified price and, in
this respect, stand-by commitments are comparable to put options.  The
exercise of a stand-by commitment, therefore, is subject to the ability of
the seller to make payment on demand.  The Series will acquire stand-by
commitments solely to facilitate its portfolio liquidity and does not intend
to exercise its rights thereunder for trading purposes.  The Series may pay
for stand-by commitments if such action is deemed necessary, thus increasing
to a degree the cost of the underlying Municipal Obligation and similarly
decreasing such security's yield to investors.  Gains realized in connection
with stand-by commitments will be taxable.  Each Series also may acquire
call options on specific Municipal Obligations.  A Series generally would
purchase these call options to protect the Series from the issuer of the
related Municipal Obligation redeeming, or other holder of the call option
from calling away, the Municipal Obligation before maturity.  The sale by
the Series of a call option that it owns on a specific Municipal Obligation
could result in the receipt of taxable income by the Series.


    Zero Coupon Securities.  Each Series may invest in zero coupon
securities which are debt securities issued or sold at a discount from their
face value which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date).  The amount of the discount varies depending on the time remaining
until maturity or cash payment date, prevailing interest rates, liquidity of
the security and perceived credit quality of the issuer.  Zero coupon
securities also may take the form of debt securities that have been stripped
of their unmatured interest coupons, the coupons themselves and receipts or
certificates representing interest in such stripped debt obligations and
coupons.  The market prices of zero coupon securities generally are more
volatile than the market prices of securities that pay interest periodically
and are likely to respond to a greater degree to changes in interest rates
than non-zero coupon securities having similar maturities and credit
qualities.


     Ratings of Municipal Obligations.  Each Series will invest at 70% of
the value of its net assets in Municipal Obligations which, in the case of
bonds, are rated no lower than Baa by Moody's Investors Service, Inc.
("Moody's') or BBB by Standard & Poor's Ratings Group ("S&P") or Fitch IBCA,
Inc. ("Fitch" and, together with Moody's and S&P, the "Rating Agencies").
Each Series may invest up to 30% of the value of its net assets in Municipal
Obligations which, in the case of bonds, are rated lower than Baa by Moody's
and BBB by S&P and Fitch and as low as the lowest rating assigned by a
Rating Agency.  Each Series also may invest in securities which, while not
rated, are determined by the Manager to be of comparable quality to the
rated securities in which the Series may invest; for purposes of the 70%
requirement described in this paragraph, such unrated securities will be
considered to have the rating so determined.


     The average distribution of investments (at value) in Municipal
Obligations (including notes) by ratings for the fiscal year ended April 30,
1999, computed on a monthly basis, for each Series was as follows:


Fitch     or      Moody's    or     S&P        Connecticut  Florida   Georgia
                                               Series       Series    Series
_____             _______           ___        ___________  _______   _______

AAA               Aaa                AAA             %           %          %
AA                Aa                 AA
A                 A                  A
BBB               Baa                BBB
BB                Ba                 BB
F-1               MIG 1/P-1          SP-1/A-1
Not Rated         Not Rated          Not Rated  ____1       ____2        --
                                                100.0%      100.0%     100.0%


                                          Maryland    Massachusetts   Michigan
Fitch     or    Moody's    or     S&P     Series      Series          Series
_____           _______           ___     ________    _____________   ________

AAA             Aaa               AAA           %          %              %
AA              Aa                AA
A               A                 A
BBB             Baa               BBB
BB              Ba                BB
F-1             MIG 1/P-1         SP-1/A-1
Not Rated       Not Rated         Not Rated   ____3       ____4          _____5
                                             100.0%       100.0%         100.0%

                                                     New      North
                                          Minnesota  Jersey   Carolina  Ohio
Fitch     or    Moody's    or  S&P         Series    Series   Series    Series

_____           _______        ___        _________  _______  ________  ______

AAA             Aaa            AAA                %       %         %        %
AA              Aa             AA
A               A              A
BBB             Baa            BBB
BB              Ba             BB
F-1             MIG 1/P-1      SP-1/A-1
Not Rated       Not Rated      Not Rated   _____6    _____7   _____8    _____9
                                           100.0%    100.0%   100.0%    100.0%

                                       Pennsylvania  Texas   Virginia
Fitch     or   Moody's     or  S&P      Series       Series  Series
_____          _______         ___     ____________  ______  _______

AAA            Aaa             AAA             %        %       %
AA             Aa              AA
A              A               A
BBB            Baa             BBB
BB             Ba              BB
F-1            MIG 1/P-1       SP-1/A-1
Not Rated      Not Rated      Not Rated      _____10   _____11 _____12
                                           100.0%    100.0%   100.0%

_______________________________

1    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  Baa/BBB (___%) and Ba/BB (___%).

2    Included in the Not Rated category are securities comprising ____% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories: Aaa/AAA (___%), A/A (___%), Baa/BBB
     (___%), Ba/BB (___%), B/B (___%) and C/C (___%).

3    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  A/A (__%), Baa/BBB (__%), Ba/BB (__%)
     and B (__%).

4    Included in the Not Rated category are securities comprising ____% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rated category:  Baa/BBB (___%).

5    Included in the Not Rated category are securities comprising ____% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  Aaa/AAA (__%), A/A (__%), Baa/BBB (__%)
     and Ba/BB (__%).


6    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rated category:  Baa/BBB (___%).

7    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rated category:  BBB (___%).

8    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rated category:  BBB (___%).

9    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  Aaa/AAA (__%), A/A (__%), Baa/BBB (__%)
     and Ba/BB (__%).

10    Included in the Not Rated category are securities comprising ____% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  Aaa/AAA (__%), A/A (__%), Baa/BBB (__%),
     Ba/BB (__%) and B (__%).

11    Included in the Not Rated category are securities comprising ___% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  Aaa/AAA (___%) and Baa/BBB (___%).

12    Included in the Not Rated category are securities comprising ____% of
     the Series' market value which, while not rated, have been determined
     by the Manager to be of comparable quality to securities in the
     following rating categories:  Aaa/AAA (__%), Baa/BBB (__%) and Ba/BB
     (__%).



     Subsequent to its purchase by a Series, an issue of rated Municipal
Obligations may cease to be rated or its rating may be reduced below the
minimum required for purchase by the Series.  Neither event will require the
sale of such Municipal Obligations by the Series, but the Manager will
consider such event in determining whether the Series should continue to
hold the Municipal Obligations.  To the extent that the ratings given by the
Rating Agencies for Municipal Obligations may change as a result of changes
in such organizations or their rating systems, the Series will attempt to
use comparable ratings as standards for its investments in accordance with
the investment policies contained in the Prospectus and this Statement of
Additional Information.  The ratings of the Rating Agencies represent their
opinions as to the quality of the Municipal Obligations which they undertake
to rate.  It should be emphasized, however, that ratings are relative and
subjective and are not absolute standards of quality.  Although these
ratings may be an initial criterion for selection of portfolio investments,
the Manager also will evaluate these securities and the creditworthiness of
the issuers of such securities.


     Illiquid Securities.  Each Series may invest up to 15% of the value of
its net assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Series' investment
objective.  These securities may include securities that are not readily
marketable, such as securities that are subject to legal or contractual
restrictions on resale, and repurchase agreements providing for settlement
in more than seven days after notice.  As to these securities, the Series is
subject to a risk that should the Series desire to sell them when a ready
buyer is not available at a price that the Series deems representative of
their value, the value of the Series' net assets could be adversely
affected.


     Taxable Investments.  From time to time, on a temporary basis other
than for temporary defensive purposes (but not to exceed 20% of the value of
a Series' net assets) or for temporary defensive purposes, each Series may
invest in taxable short-term investments ("Taxable Investments") consisting
of:  notes of issuers having, at the time of purchase, a quality rating
within the two highest grades of a Rating Agency; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated not
lower than P-1 by Moody's, A-1 by S&P or F-1 by Fitch; certificates of
deposit of U.S. domestic banks, including foreign branches of domestic
banks, with assets of $1 billion or more; time deposits; bankers'
acceptances and other short-term bank obligations; and repurchase agreements
in respect of any of the foregoing.  Dividends paid by a Series that are
attributable to income earned by the Series from Taxable Investments will be
taxable to investors.  See "Dividends, Distributions and Taxes."  Except for
temporary defensive purposes, at no time will more than 20% of the value of
a Series' net assets be invested in Taxable Investments.  When a Series has
adopted a temporary defensive position, including when acceptable State
Municipal Obligations are unavailable for investment by a Series, in excess
of 35% of a Series' net assets may be invested in securities that are not
exempt from Federal and, where applicable, State personal income taxes.
Under normal market conditions, each Series anticipates that not more than
5% of the value of its total assets will be invested in any one category of
Taxable Investments.


Investment Techniques

     The following information supplements and should be read in conjunction
with the Fund's Prospectus.  A Series' use of certain of the investment
techniques described below may give rise to taxable income.


     Borrowing Money.  Each Series is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, as amended (the "1940
Act"), which permits an investment company to borrow in an amount up to 33-
1/3% of the value of its total assets.  The Fund currently intends to borrow
money only for temporary or emergency (not leveraging) purposes, in an
amount up to 15% of the value of its total assets (including the amount
borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made.  While
borrowings exceed 5% of the value of a Series' total assets, the Series will
not make any additional investments.


     Short Selling.  Each Series may make short sales of securities.  In
these transactions, a Series sells a security it does not own in
anticipation of a decline in the market value of the security.  To complete
the transaction, the Series must borrow the security to make delivery to the
buyer.  The Series is obligated to replace the security borrowed by
purchasing it subsequently at the market price at the time of replacement.
The price at such time may be more or less the price at which the security
was sold by the Series, which would result in a loss or gain, respectively.


     Securities will not be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed
25% of the value of a Series' net assets.  A Series may not make a short
sale which results in the Series having sold short in the aggregate more
than 5% of the outstanding securities of any class of an issuer.


     Each Series also may make short sales "against the box," in which the
Series enters into a short sale of a security it owns.  At no time will a
Series have more than 15% of the value of its net assets in deposits on
short sales against the box.


     Until the Series closes its short position or replaces the borrowed
security, the Series will:  (a) segregate permissible liquid assets in an
amount that, together with the amount deposited with the broker as
collateral, always equals the current value of the security sold short; or
(b) otherwise cover its short position.


     Lending Portfolio Securities.  Each Series may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions.  The Series continues to
be entitled to payments in amounts equal to the interest or other
distributions payable on the loaned securities which affords the Series an
opportunity to earn interest on the amount of the loan and on the loaned
securities' collateral.  Loans of portfolio securities may not exceed 33-
1/3% of the value of the Series' total assets, and the Series will receive
collateral consisting of cash, U.S. Government securities or irrevocable
letters of credit which will be maintained at all times in an amount equal
to at least 100% of the current market value of the loaned securities.  Such
loans are terminable at any time upon specified notice.  The Series might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Series.  In
connection with its securities lending transactions, the Series may return
to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.


     Derivatives.  Each Series may invest in, or enter into, derivatives,
such as options and futures, 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 Series
to invest than "traditional" securities would.


     Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular derivative and
the portfolio as a whole.  Derivatives permit the Series 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 Series can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.  However,
derivatives may entail investment exposures that are greater than their cost
would suggest, meaning that a small investment in derivatives could have a
large potential impact on the Series' performance.


     If a Series invests in derivatives at inopportune times or judges
market conditions incorrectly, such investments may lower the Series' return
or result in a loss.  A Series also could experience losses if its
derivatives were poorly correlated with its other investments, or if the
Series were unable to liquidate its position because of an illiquid
secondary market.  The market for many derivatives is, or suddenly can
become, illiquid.  Changes in liquidity may result in significant, rapid and
unpredictable changes in the prices for derivatives.


     Although neither the Fund nor any Series will be a commodity pool,
certain derivatives subject the Series to the rules of the Commodity Futures
Trading Commission which limit the extent to which a Series can invest in
such derivatives.  A Series may invest in futures contracts and options with
respect thereto for hedging purposes without limit.  However, no Series may
invest in such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for unexpired options
with respect to such contracts, other than for bona fide hedging purposes,
exceeds 5% of the liquidation value of the Series' assets, after taking into
account unrealized profits and unrealized losses on such contracts and
options; provided, however, that in the case of an option that is in-the-
money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limitation.


     Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
derivatives.  Exchange-traded derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such derivatives.
This guarantee usually is supported by a daily variation margin system
operated by the clearing agency in order to reduce overall credit risk.  As
a result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with derivatives purchased on an
exchange.  By contrast, no clearing agency guarantees over-the-counter
derivatives.  Therefore, each party to an over-the-counter derivative bears
the risk that the counterparty will default.  Accordingly, the Manager will
consider the creditworthiness of counterparties to over-the-counter
derivatives in the same manner as it would review the credit quality of a
security to be purchased by the Series.  Over-the-counter derivatives are
less liquid than exchange-traded derivatives since the other party to the
transaction may be the only investor with sufficient understanding of the
derivative to be interested in bidding for it.


Futures Transactions--In General.  Each Series may enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade.
Engaging in these transactions involves risk of loss to the Series which
could adversely affect the value of the Series' net assets.  Although each
Series intends to purchase or sell futures contracts only if there is an
active market for such contracts, no assurance can be given that a liquid
market will exist for any particular contract at any particular time.  Many
futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading day.  Once the
daily limit has been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day.  Futures contract prices could
move to the limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
potentially subjecting the Series to substantial losses.


     Successful use of futures by a Series also is subject to the Manager's
ability to predict correctly movements in the direction of the relevant
market, and, to the extent the transaction is entered into for hedging
purposes, to ascertain the appropriate correlation between the securities
being hedged and the price movements of the futures contract.  For example,
if a Series uses futures to hedge against the possibility of a decline in
the market value of securities held in its portfolio and the prices of such
securities instead increase, the Series will lose part or all of the benefit
of the increased value of securities which it has hedged because it will
have offsetting losses in its futures positions.  Furthermore, if in such
circumstances the Series has insufficient cash, it may have to sell
securities to meet daily variation margin requirements.  A Series may have
to sell such securities at a time when it may be disadvantageous to do so.


     Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a Series may be required to segregate permissible
liquid assets to cover its obligations relating to its transactions in
derivatives.  To maintain this required cover, the Series may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a derivative position at a reasonable price.  In
addition, the segregation of such assets will have the effect of limiting a
Series' ability otherwise to invest those assets.


Specific Futures Transactions.  Each Series may purchase and sell interest
rate futures contracts.  An interest rate future obligates the Series to
purchase or sell an amount of a specific debt security at a future date at a
specific price.


Options--In General.  Each Series may purchase call and put options and
write (i.e., sell) covered call and put option contracts with respect to
interest rate futures contracts.  A call option gives the purchaser of the
option the right to buy, and obligates the writer to sell, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date.  Conversely, a put option gives the purchaser
of the option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any time during
the option period, or at a specific date.


     A covered call option written by a Series is a call option with respect
to which the Series owns the underlying security or otherwise covers the
transaction by segregating cash or other securities.  A put option written
by a Series is covered when, among other things, the Series segregates
permissible liquid assets having a value equal to or greater than the
exercise price of the option to fulfill the obligation undertaken.  The
principal reason for writing covered call and put options is to realize,
through the receipt of premiums, a greater return than would be realized on
the underlying securities alone.  A Series receives a premium from writing
covered call or put options which it retains whether or not the option is
exercised.


     There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options no such
secondary market may exist.  A liquid secondary market in an option may
cease to exist for a variety of reasons.  In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen events,
at times have rendered certain of the clearing facilities inadequate and
resulted in the institution of special procedures, such as trading
rotations, restrictions on certain types of orders or trading halts or
suspensions in one or more options.  There can be no assurance that similar
events, or events that may otherwise interfere with the timely execution of
customers' orders, will not recur.  In such event, it might not be possible
to effect closing transactions in particular options.  If, as a covered call
option writer, a Series is unable to effect a closing purchase transaction
in the secondary market, it will not be able to sell the underlying security
until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.


     Successful use by a Series of options will be subject to the Manager's
ability to predict correctly movements in interest rates.  To the extent the
Manager's predictions are incorrect, the Series may incur losses.


     Future Developments.  A Series may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts
and any other derivatives which are not presently contemplated for use by
the Series or which are not currently available but which may be developed,
to the extent such opportunities are both consistent with the Series'
investment objective and legally permissible for the Series.  Before
entering into such transactions or making any such investment, the Fund will
provide appropriate disclosure in its Prospectus or Statement of Additional
Information.


     Forward Commitments.  Each Series may purchase Municipal Obligations
and other securities on a forward commitment or when-issued basis, which
means that delivery and payment take place a number of days after the date
of the commitment to purchase.  The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when
the Series enters into the commitment, but the Series does not make payment
until it receives delivery from the counterparty.  The Series will commit to
purchase such securities only with the intention of actually acquiring the
securities, but the Series may sell these securities before the settlement
date if it is deemed advisable.  The Series will segregate permissible
liquid assets at least equal at all times to the amount of the Series'
purchase commitments.


     Municipal Obligations and other securities purchased on a forward
commitment or when-issued basis are subject to changes in value (generally
changing in the same way, i.e. appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's perception of
the creditworthiness of the issuer and changes, real or anticipated, in the
level of interest rates.  Securities purchased on a forward commitment or
when-issued basis may expose the Series to risks because they may experience
such fluctuations prior to their actual delivery.  Purchasing securities on
a forward commitment or 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
Series is fully or almost fully invested may result in greater potential
fluctuation in the value of the Series' net assets and its net asset value
per share.


Investment Considerations and Risks

     Investing in Municipal Obligations.  Each Series may invest more than
25% of the value of its total assets in Municipal Obligations which are
related in such a way that an economic, business or political development or
change affecting one such security also would affect the other securities;
for example, securities the interest upon which is paid from revenues of
similar types of projects.  As a result, each Series may be subject to
greater risk as compared to a fund that does not follow this practice.


     Certain municipal lease/purchase obligations in which the Series may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis.  Although "non-
appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult.  In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, the Manager will consider, on an
ongoing basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.


     Certain provisions in the Internal Revenue Code of 1986, as amended
(the "Code"), relating to the issuance of Municipal Obligations may reduce
the volume of Municipal Obligations qualifying for Federal tax exemption.
One effect of these provisions could be to increase the cost of the
Municipal Obligations available for purchase by the Series and thus reduce
available yield.  Shareholders should consult their tax advisers concerning
the effect of these provisions on an investment in a Series.  Proposals that
may restrict or eliminate the income tax exemption for interest on Municipal
Obligations may be introduced in the future.  If any such proposal were
enacted that would reduce the availability of Municipal Obligations for
investment by a Series so as to adversely affect its shareholders, the
Series would reevaluate its investment objective and policies and submit
possible changes in the Series' structure to shareholders for their
consideration.  If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Series would treat such security as a
permissible Taxable Investment within the applicable limits set forth
herein.


     Investing in State Municipal Obligations.  You should consider
carefully the special risks inherent in the purchase of shares of each
Series resulting from its purchase of the respective State's Municipal
Obligations.  Certain of the States have experienced financial difficulties,
the recurrence of which could result in defaults or declines in the market
values of various Municipal Obligations in which such Series invests.  If
there should be a default or other financial crisis relating to a State or
an agency or municipality thereof, the market value and marketability of
outstanding State Municipal Obligations in a Series' portfolio and the
interest income to the Series could be adversely affected.


     Connecticut Series.  Connecticut's economy relies in part on activities
that may be adversely affected by cyclical change.  Connecticut's economy
has improved since a recession in the early 1990s.  The improvements have
been primarily in non-manufacturing industries, whose employment has
recovered most of the losses suffered during the recession.  Manufacturing
employment, however, has continued its downward trend.  Despite the
recession, the average per capita personal income of Connecticut residents
has remained among the highest in the nation, and the State's financial
performance has improved.  After having accumulated a $965,712,000
unappropriated deficit as of June 30, 1991, the General Fund has run
operating surpluses, based on the State's budgetary method of accounting,
for each of the six fiscal years since.  However, the State's high level of
tax-supported debt imposes a relatively significant burden on the State's
revenue base.  The State's general obligation bonds are rate AA- by S&P and
Aa3 by Moody's.  On March 17, 1995, Fitch reduced its ratings of the State's
general obligation bonds from AA+ to AA.  There can be no assurance that
general economic difficulties or the financial circumstances of Connecticut
or its towns and cities will not adversely affect the market value of their
obligations or the ability of the obligors to pay debt service on such
obligations.


     Florida Series.  The Florida Constitution and Statutes mandate that the
State budget as a whole, and each separate fund within the State budget, be
kept in balance from currently available revenues each fiscal year.
Florida's Constitution permits issuance of Florida Municipal Obligations
pledging the full faith and credit of the State, with a vote of the
electors, to finance or refinance fixed capital outlay projects authorized
by the Legislature, provided that the outstanding principal does not exceed
50% of the total tax revenues of the State for the two preceding years.
Florida's Constitution also provides that the Legislature shall appropriate
monies sufficient to pay debt service on State bonds pledging the full faith
and credit of the State as the same becomes due.  All State tax revenues,
other than trust funds dedicated by Florida's Constitution for other
purposes, would be available for such an appropriation, if required.
Revenue bonds may be issued by the State or its agencies without a vote of
Florida's electors only to finance or refinance the cost of State fixed
capital outlay projects which may be payable solely from funds derived
directly from sources other than State tax revenues.  Fiscal year 1996-97
total General Revenue and Working Capital Funds available are estimated to
have been $19.17 billion, which resulted in estimated unencumbered reserves
of $440.5 million at the end of fiscal 1994-95.  The General Revenue and
Working Capital Funds ended the 1995-96 fiscal year with unencumbered
reserves of $293.3 million.


     Georgia Series.  Georgia's Constitution limits appropriation of funds
for any given fiscal year to the sum of the amount of unappropriated surplus
expected to have accrued at the beginning of the fiscal year and an amount
not greater than the total receipts anticipated, less refunds, as estimated.
The State Constitution provides for supplementary appropriations in
accordance with its provisions as well.  Georgia's economy grew rapidly in
the 1980's resulting in a general fund reserve.  As a result of a slowdown
in the State's economy in the early 1990's, the general fund reserve was
effectively eliminated.  Beginning in fiscal 1993, however, revenues once
again began to exceed appropriations.  The State's revenue shortfall reserve
at the end of fiscal 1997 was approximately $333 million.  Revenues are
estimated to exceed expenditures for fiscal 1998.


     Maryland Series.  The public indebtedness of the State of Maryland and
its instrumentalities is divided into three basic types: general obligation
bonds for capital improvements and for various State-sponsored projects to
the payment of which the State ad valorem property tax is exclusively
pledged; limited, special obligation bonds issued by the Maryland Department
of Transportation for transportation purposes, payable primarily from
specific, fixed-rate excise taxes and other revenues related mainly to
highway use; and obligations issued by certain authorities payable solely
from specific non-tax, enterprise fund revenues for which the State has no
liability and has given no moral obligation assurance.


     Since at least the end of the Civil War, the State has paid the
principal of and interest on its general obligation bonds when due.  There
is no general debt limit imposed by the State Constitution or public general
laws, but the Constitution does require the annual operating budget to be in
balance with estimated revenues.  When the fiscal year 1998 budget was
enacted, it was estimated that the General Fund surplus on a budgetary basis
at June 30, 1998, would be approximately $27.9 million.  As of July 1998, it
was estimated that the General Fund surplus on a budgetary basis at June 30,
1998, would be $317.2 million.  When the 1999 budget was submitted by the
Governor to the General Assembly, it was estimated that the General Fund
surplus on a budgetary basis at June 30, 1999 would be approximately $7.6
million, and that the balance in the Revenue Stabilization Account of the
State Reserve Fund would be approximately $634 million.


     Massachusetts Series.  Massachusetts' economic and fiscal difficulties
of recent years appear to have abated.  While the Commonwealth's
expenditures for state programs and services in each of the fiscal years
1987 through 1991 exceeded each year's current revenues, Massachusetts ended
each of the fiscal years 1991 through 1998 with a positive fiscal balance in
its general operating funds.


     Michigan Series.  Michigan's economy has been undergoing certain basic
changes in its underlying structure.  These changes reflect a diversifying
economy which is less reliant on the automobile industry.  As a result, it
is anticipated that the State's economy in the future will be less
susceptible to cyclical swings and more resilient when national downturns
occur.  The principal sectors of Michigan's diversifying economy are
manufacturing of durable goods (including automobile and office equipment
manufacturing), tourism and agriculture.  Michigan's unemployment rate
averaged 9.9% in 1985 and averaged 4.2% in 1997.


     Michigan ended fiscal years 1992-93, 1993-94, 1994-95 and 1995-96 with
annual surpluses of approximately $308 million, $460 million, $67.4 million
and $6.2 million, respectively.


     Minnesota Series.  The structure of Minnesota's economy parallels the
structure of the United States' economy as a whole when viewed at a highly
aggregated level of detail.  Diversity and a significant natural resource
base are two important characteristics of the State's economy.  However, the
State of Minnesota experienced financial difficulties in the early 1980s
because of a downturn in the State's economy resulting from the national
recession.  More recently, real growth has been equal to or greater than
national growth.


     There can be no assurance that the financial problems referred to or
similar future problems will not affect the market value or marketability of
the Minnesota Municipal Obligations or the ability of the issuer thereof to
pay interest or principal thereon.


     New Jersey Series.  Although New Jersey enjoyed a period of economic
growth with unemployment levels below the national average during the mid-
1980s, its economy slowed down well before the onset of the national
recession in July 1990.  Reflecting the economic downturn, the State's
unemployment rate rose from a low of 3.6% in the first quarter of 1989 to a
recessionary peak of 8.4% during 1992.  Since then, New Jersey's
unemployment rate fell to an average of 6.2% during 1996.  For the six
quarters following mid-1996, employment growth in New Jersey has ranged
between 1.5% and 2%.  As a result of New Jersey's fiscal weakness, in July
1991, S&P lowered its rating of the State's general obligation debt from AAA
to AA+.  As of June 30, 1997, S&P, Moody's and Fitch rated the State's long-
term general obligations AA+, Aa1 and AA+, respectively.


     North Carolina Series.  The economic profile of the State of North
Carolina consists of a combination of agriculture, industry and tourism,
with agriculture as the basic element in the economy.  The poultry industry
is the leading source of agricultural income in the State, accounting for
29% of gross agricultural income.  The tobacco and pork industries also are
significant sources of gross agricultural income.


     The North Carolina Constitution requires a balanced budget.  In 1996,
State voters approved a State Constitutional amendment to give the Governor
the power to veto budgetary and certain other legislative actions.


     Ohio Series.  The "non-manufacturing" sector employs approximately
79.0% of all non-agricultural payroll workers in Ohio.  However, due to the
continued importance of manufacturing industries (including auto-related
manufacturing), economic activity in Ohio tends to be more cyclical than in
some other states and in the nation as a whole.  Although Ohio's economy has
improved since the 1980-82 national recession, the State experienced an
economic slowdown during its 1990-91 fiscal year, consistent with national
economic conditions during that period.  For Ohio's fiscal year ended June
30, 1998, the Ohio Office of Budget and Management reported positive
$1,084.4 million and $1,649.0 million ending fund and cash balances,
respectively.  Each of the foregoing factors could have an effect on the
market for issuers generally or may have the effect of impairing the ability
of issuers to pay interest on, or repay principal of, Ohio Municipal
Obligations.


     Pennsylvania Series.  Pennsylvania has been historically identified as
a heavy industry state although that reputation has recently changed as the
coal, steel and railroad industries declined.  A more diversified economy
has developed in Pennsylvania as a long-term shift in jobs, investment and
workers away from the northeast part of the nation took place.  The major
sources of growth currently are in the service sector, including trade,
medical and health services, education and financial institutions.
Pennsylvania is highly urbanized, with approximately 50% of the
Commonwealth's total population contained in the metropolitan areas which
include the cities of Philadelphia and Pittsburgh.  The Commonwealth's
adopted fiscal 1998-99 General Fund budget provided for a decrease in taxes
of over $218 million.  As of June 30, 1998, the General Fund had a surplus
of $676.1 million or 3.9% above the official estimate for the prior fiscal
year.


     Texas Series.  Economically and financially the State of Texas suffered
during the 1980s significant damage from the continued depressed price of
oil and gas and the overbuilding in the real estate market.  The decline in
oil prices, particularly since 1986, and the recession that followed have
had a severe effect on the Texas banking and savings and loan industries,
resulting in a number of closings among banks and savings and loans through
the early 1990s.  In recent years, the State's overall financial situation
has improved significantly, however, as Texas' economic growth has been
outpacing that of the United States as a whole.  In fiscal years 1993, 1994,
1995, 1996 and 1997, Texas' General Revenue Fund ended with cash surpluses
of $1.630 billion, $2.225 billion, $2.101 billion, $2.270 billion and $2.685
billion, respectively, translating into ten straight years that Texas has
ended the fiscal year in the black.


     Virginia Series.  Because of Northern Virginia, with its proximity to
Washington, D.C., and Hampton Roads, which has the nation's largest
concentration of military installations, the Federal government has a
greater impact on Virginia relative to its size than any states other than
Alaska and Hawaii.  Virginia's economy has continued to grow over the last
decade, and while per capita income has grown both faster and slower than
the U.S. average from year to year during that period, per capita income
continues to be above the national average.  Virginia's unreserved General
Fund balances have continued to grow in recent years from a low in 1991.
The Virginia Constitution requires a balanced budget and, since 1993, the
funding of a Revenue Stabilization Fund.  Current debt levels are well below
limits established by the Constitution.


     Zero Coupon Securities.  Each Series may invest in zero coupon
securities and pay-in-kind bonds (bonds which pay interest through the
issuance of additional bonds).  Federal income tax law requires the holder
of a zero coupon security or of certain pay-in-kind bonds to accrue income
with respect to these securities prior to the receipt of cash payments.  To
maintain its qualification as a regulated investment company and avoid
liability for Federal income taxes, a Series may be required to distribute
such income accrued with respect to these securities and may have to dispose
of portfolio securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.


     Lower Rated Bonds.  Each Series may invest up to 30% of the value of
its net assets in higher yielding (and, therefore, higher risk) debt
securities such as those rated Ba by Moody's or BB by S&P or Fitch or as low
as the lowest rating assigned by the Rating Agencies (commonly known as junk
bonds).  They may be subject to certain risks with respect to the issuing
entity and to greater market fluctuations than certain lower yielding,
higher rated Municipal Obligations.  See "Appendix B" for a general
description of the Rating Agencies' ratings of Municipal Obligations.
Although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of these
bonds.  A Series will rely on the Manager's judgment, analysis and
experience in evaluating the creditworthiness of an issuer.


     You should be aware that the market values of many of these bonds tend
to be more sensitive to economic conditions than are higher rated securities
and will fluctuate over time.  These bonds generally are considered by the
Rating Agencies to be, on balance, predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of
the obligation and generally will involve more credit risk than securities
in the higher rating categories.


     Because there is no established retail secondary market for many of
these securities, the Fund anticipates that such securities could be sold
only to a limited number of dealers or institutional investors.  To the
extent a secondary trading market for these bonds does exist, it generally
is not as liquid as the secondary market for higher rated securities.  The
lack of a liquid secondary market may have an adverse impact on market price
and yield and the Series' ability to dispose of particular issues when
necessary to meet the Series' liquidity needs or in response to a specific
economic event such as a deterioration in the creditworthiness of the
issuer.  The lack of a liquid secondary market for certain securities also
may make it more difficult for the Series to obtain accurate market
quotations for purposes of valuing the Series' portfolio and calculating its
net asset value.  Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of
these securities.  In such cases, judgment may play a greater role in
valuation because less reliable objective data may be available.


     These bonds may be particularly susceptible to economic downturns.  It
is likely that any economic recession would disrupt severely the market for
such securities and may have an adverse impact on the value of such
securities, and could adversely affect the ability of the issuers of such
securities to repay principal and pay interest thereon which would increase
the incidence of default for such securities.


     The Series may acquire these bonds during an initial offering.  Such
securities may involve special risks because they are new issues.  The Fund
has no arrangement with any person concerning the acquisition of such
securities, and the Manager will review carefully the credit and other
characteristics pertinent to such new issues.


     The credit risk factors pertaining to lower rated securities also apply
to lower rated zero coupon bonds and pay-in-kind bonds, in which each Series
may invest up to 5% of its total assets.  Zero coupon bonds and pay-in-kind
bonds carry an additional risk in that, unlike bonds which pay interest
throughout the period to maturity, the Series will realize no cash until the
cash payment date unless a portion of such securities are sold and, if the
issuer defaults, the Series may obtain no return at all on its investment.
See "Dividends, Distributions and Taxes."


     Simultaneous Investments.  Investment decisions for a Series are made
independently from those of the other Series and investment companies
advised by the Manager.  If, however, such other Series or investment
companies desire to invest in, or dispose of, the same securities as a
Series, available investments or opportunities for sales will be allocated
equitably to each.  In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by a Series or the price
paid or received by a Series.


Investment Restrictions

     Each Series' investment objective is a fundamental policy, which cannot
be changed as to a Series without approval by the holders of a majority (as
defined in the 1940 Act) of such Series' outstanding voting shares.  In
addition, each Series has adopted investment restrictions numbered 1 through
9 as fundamental policies.  Investment restrictions numbered 10 and 11 are
not fundamental policies and may be changed by a vote of a majority of the
Fund's Board members at any time.  No Series may:


     1.   Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Prospectus and those
arising out of transactions in futures and options.

     2.   Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Series' total assets).  Transactions in futures and options and the
entry into short sales transactions do not involve any borrowing for
purposes of this restriction.

     3.   Purchase securities on margin, but may make margin deposits in
connection with transactions in futures, including those related to indices,
and options on futures or indices.

     4.   Underwrite the securities of other issuers, except that the Series
may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take advantage
of the lower purchase price available, and except to the extent the Series
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 commodity contracts, or oil and gas interests,
but this shall not prevent the Fund from investing in Municipal Obligations
secured by real estate or interests therein, or prevent the Fund from
purchasing and selling futures contracts, including those related to
indices, and options on futures contracts or indices.

     6.   Make loans to others except through the purchase of qualified debt
obligations and the entry into repurchase agreements referred to above and
in the Fund's Prospectus; however, the Fund may lend each Series' portfolio
securities in an amount not to exceed 33-1/3% of the value of the Series'
total assets.  Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the
Fund's Board.

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

     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.  The deposit
of assets in escrow in connection with the writing of covered put and call
options and the purchase of securities on a when-issued or delayed-delivery
basis and collateral arrangements with respect to initial or variation
margin for futures contracts and options on futures contracts or indices
will not be deemed to be pledges of assets.

     11.  Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid
(which securities could include participation interests that are not subject
to the demand feature described in the Fund's Prospectus and floating and
variable rate demand obligations as to which the Fund cannot exercise the
demand feature described in the Fund's Prospectus on not more than seven
days' notice if there is no secondary market), if, in the aggregate, more
than 15% of the value of the Series' net assets would be so invested.

     For purposes of Investment Restriction No. 7, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry."

     If a percentage restriction is adhered to at the time of investment, a
later increase in percentage resulting from a change in values or assets
will not constitute a violation of such restriction.




     While not a fundamental policy, the Texas Series will not invest in
real estate limited partnerships.


                           MANAGEMENT OF THE FUND

     The Fund's Board is responsible for the management and supervision of
the Fund.  The Board approves all significant agreements between the Fund
and those companies that furnish services to the Fund.  These companies are
as follows:



     The Dreyfus Corporation                 Investment Adviser
     Premier Mutual Fund Services, Inc.      Distributor
     Dreyfus Transfer, Inc.                  Transfer Agent
     The Bank of New York                    Custodian


     Board members 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

JOSEPH S. DiMARTINO, Chairman of the Board.  Since January 1995, Chairman of
     the Board of various funds in the Dreyfus Family of Funds.  He also is
     a director of The 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, Career Blazers, Inc. (formerly, Staffing
     Resources, Inc.), a temporary placement agency, and Century Business
     Services, Inc. (formerly, International Alliance Services, Inc.), a
     provider of various outsourcing functions for small and medium sized
     companies.  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 until
     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.


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, and
     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, New York 10012.




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
     also served as Chairman of Citizens Union, an organization which
     strives to reform and modernize city and state governments from June
     1994 to 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 for the fiscal year ended
April 30, 1999, and, by all funds in the Dreyfus Family of Funds for which
such person was a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation)* during the year
ended December 31, 1998, was as follows:



                                                      Total Compensation
                                 Aggregate            from Fund and Fund
 Name of Board                   Compensation from    Complex Paid to
 Member                          Fund**               Board Member
______________                   _________________    _________________

Joseph S. DiMartino              $                    $        (  )

Clifford L. Alexander, Jr.       $                    $        (  )

Peggy C. Davis                   $                    $        (  )

Ernest Kafka                     $                    $        (  )

Saul B. Klaman                   $                    $        (  )

Nathan Leventhal                 $                    $        (  )

*  Represents the number of separate portfolios comprising the investment
   companies in the Fund Complex, including the Series, for which the Board
   member serves.

** Amount does not include reimbursed expenses for attending Board
   meetings, which amounted to $_____ 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. ("FDI"), 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 FDI, and an officer of other investment
     companies advised or administered by the Manager.  From August 1996 to
     March 1998, she was Vice President and Assistant General Counsel for
     Loomis, Sayles & Company, L.P.  From January 1986 to July 1996, she was
     an associate with the law firm of Ropes & Gray.  She is 38 years old.


STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
     Treasurer.  Vice President of the Distributor and FDI, and an officer
     of other investment companies advised or administered by the Manager.
     From April 1997 to March 1998, she was employed as a Relationship
     Manager with Citibank, N.A.  From  August 1995 to April 1997, she was
     an Assistant Vice President with Hudson Valley Bank, and from September
     1990 to August 1995, she was Second Vice President with Chase Manhattan
     Bank.  She is 30 years old.


MARY A. NELSON, Vice President and Assistant Treasurer.  Vice President of
     the Distributor and FDI, and an officer of other investment companies
     advised or administered by the Manager.  She is 34 years old.


*GEORGE A. RIO, Vice President and Assistant Treasurer.  Executive Vice
     President and Client Service Director of FDI, and an officer of other
     investment companies advised or administered by the Manager.  From June
     1995 to March 1998, he was Senior Vice President and Senior Key Account
     Manager for Putnam Mutual Funds.  From May 1994 to June 1995, he was
     Director of Business Development for First Data Corporation.  He is 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 FDI, 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 FDI, 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.  He is
     29 years old.


CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary.  Vice
     President and Senior Associate General Counsel of FDI, 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 FDI, 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 26 years old.


ELBA VASQUEZ, Vice President and Assistant Secretary.  Assistant Vice
     President of FDI, 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 37 years old.


     The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166, except those officers indicated by an (*), whose address is
60 State Street, Boston, Massachusetts  02109.


     The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's voting securities outstanding on ____________, 1999.


     As of __________, 1999, the following persons owned of record 5% or
more of the indicated Series' outstanding shares of beneficial interest:


Class A Shares:

Connecticut Series - Merrill Lynch Pierce Fenner & Smith, Jacksonville,FL -___%;
Florida Series -    Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Georgia Series -    Judith Alexander, New York, NY - ___%;
Maryland Series -   None;
Massachusetts
  Series -          None;
Michigan Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Minnesota Series -  Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
New Jersey Series - Joan B. Scannell, Upper Montclair, NJ - ____%; Bernard and
                    Rhoda Stern, Cranbury, NJ - ___%;
North Carolina
  Series -          Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Ohio Series -       None;
Pennsylvania
  Series -          NFSC FEBO Mary Alice and James D. Morrisey, Huntingdon,
                    Valley, PA - ___%;
Texas Series -      None;
Virginia Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%.

Class B Shares:

Connecticut
Series -            Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Florida Series -    Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Georgia Series -    Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Maryland Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Massachusetts
  Series -          None;
Michigan Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%;
Minnesota Series -  None;
New Jersey Series - NFSC FEBO Lakeview Developers LTD, Fort Lee, NJ - ___%;
                    Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%;
North Carolina
  Series -          None;
Ohio Series -       None;
Pennsylvania
  Series -          None;
Texas Series -      None;
Virginia Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -___%.

Class C Shares:

Connecticut
Series -            Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%; Painewebber for the Benefits of Herbert A.
                    Granath, New York, NY -___%; US Clearing Corp., New York,
                    NY - ___%;
Florida Series -    Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ____%; Painewebber for the Benefits of Christine Hassuk
                    Revocable Living Trust Christine Hassuk TTEE, N. Miami
                    Beach, FL - ___%; Painewebber for the Benefits of Ruth
                    Cole Succ. TTEE FBO Faye Gordon, San Diego, CA - ___%;
                    Painewebber for the Benefits of  Hildred Levine TTEE
                    Hildred Levine Revocable Trust, Delray Beach, FL - ___%;
                    Painewebber for the Benefits of Bridleway Partners, Boca
                    Raton, FL - ___%; Painewebber for the Benefits of Maynard
                    D. Hellman
                    EXEC Estate of Florence Hellman, Rochester, NY - ___%;
                    Wachovia Securities, Inc., Winston - Salem, NC - ___%;
                    Painewebber for the Benefits of Nathan Finkestein and
                    Shirley Finkestein Ten Ent, Hallandale, FL - ___%;
                    Georgia Series -Donaldson Lufkin Jenrette, Securities
                    Corporation, Inc., Jersey City, NJ - ___%; Merrill Lynch
                    Pierce Fenner & Smith, Jacksonville, FL - ___%;
Maryland Series -   Painewebber for the Benefits of Charles Guthmann, Chevy
                    Chase, MD - ___%; Pamela S. Becker, Catonsville, MD -
                    ___%; Painewebber for the Benefits of Evelyne A. and
                    Judith A.  Burger JTWROS, Timonium, MD - ___%;
Massachusetts
  Series  -         Premier Mutual Fund Services, Inc., Boston, MA - ___%;
Michigan Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%; Prudential Securities Inc., FBO Mr. Robert J.
                    Nordin TTEE Mr. Robert J. Nordin Revocable Living Trust,
                    Kalamazoo, MI - ___%; Murvale L. and Catherine A. Huston
                    TTEES Catherine A. Huston Revocable Living Trust, Saint
                    Clair, MI - ___%;
Minnesota Series -  Everen Clearing Corp., Charles and Shirley Indericeden,
                    Milwaukee, WI - ___%; Lawrence McConnell, Chatfield, MN -
                    ___%; Merrill Lynch Pierce Fenner & Smith, Jacksonville,
                    FL - ___%; NFSC FEBO Harold A. and Mary Lou Schneider,
                    Waite Park, MN - ___%;
New Jersey Series - Painewebber Inc. Cust FBO Ann and Jeff Berk JT WROS,
                    Scotch Plains, NJ - ___%; PaineWebber for the Benefit of
                    Meredith Spencer, Bayhead, NJ - ___%; BHC Securities,
                    Inc., Philadelphia, PA - ___%; NFSC FEBO Lisa M. Kops -
                    Wendel and Robert C. Wendel, Westfield, NJ - ___%;
North Carolina
  Series -          Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%; William L. and C. Elizabeth Crowe, Cary, NC - ___%;
                    NFSC  FEBO Ralph J. Arehart, Havelock, NC - ___%;
Ohio Series -       Max and Sylvia Weisbrod JTWROS, Canton, OH - ___%;
                    Painewebber for the Benefits of Richard C. and Carol J.
                    Walker Jt  Ten, Oxford, OH - ___%; NFSC FEBO Clell L. and
                    Vera Maxwell, Walnut Creek, OH - ___%; Merrill Lynch
                    Pierce Fenner & Smith, Jacksonville, FL - ___%; Jo Ann
                    Robedeau, Toledo, OH - ___%;
Pennsylvania
  Series -          Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%; Everen Clearing Corp., Dr. Alan M. Polson,
                    Milwaukee, WI - ___%; Painewebber for the Benefit of
                    William J. and Randi J. Marrazzo  Jt/WROS, Philadelphia,
                    PA -  ___%;
Texas Series -      Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%; BHC Securities Inc., Philadelphia, PA - ___%;
                    Painewebber for the Benefit of Jack D. Teter, Dallas, TX
                    -___%;
Virginia Series -   Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL -
                    ___%; US Clearing Corp., New York, NY - ___; Wheat First
                    FBO David and Doris C. Rode Jt TEN, Lynchburg VA - ___%;
                    First Union Brokerage Services Leland W. Potter, Charles
                    City, VA - ___%.



     A shareholder who beneficially owned, directly or indirectly, 25% or
more of a Series' voting securities may be deemed to be a "control person"
(as defined in the 1940 Act) of that Series.



                           MANAGEMENT ARRANGEMENTS

     Investment Adviser.  The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon").  Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended.  Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets.  Mellon is among the twenty-five largest
bank holding companies in the United States based on total assets.


     The Manager provides management services pursuant to the Management
Agreement (the "Agreement") with the Fund dated August 24, 1994.  As to each
Series, the Agreement 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 such Series, provided that in either event the
continuance also is approved by a majority of the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval.  The Agreement was last approved by the Fund's
Board, including a majority of the Board members who are not "interested
persons" of any party to the Agreement, at a meeting held on __________,
1999.  Shareholders of each Series (other than the New Jersey Series which
had not commenced operations) approved the Agreement on August 3, 1994.  The
Agreement is terminable without penalty, as to each Series, on 60 days'
notice, by the Fund's Board or by vote of the holders of a majority of such
Series' shares, or, on not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically, as to the relevant Series, in the
event of its assignment (as defined in the Act).


     The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Lawrence S. Kash, Vice Chairman and a director; J.
David Officer, Vice Chairman and a director; Thomas F. Eggers, Vice Chairman-
- -Institutional and a director; Ronald P. O'Hanley III, Vice Chairman;
William T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice President--
Product Development; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Andrew S.
Wasser, Vice President--Information Systems; Theodore A. Schachar, Vice
President; 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,
Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron,
directors.


     The Manager has a personal securities trading policy (the "Policy")
which restricts the personal securities transactions of its employees.  Its
primary purpose is to ensure that personal trading by the Manager's
employees does not disadvantage any fund managed by the Manager.  Under the
Policy, the Manager's employees must preclear personal transactions in
securities not exempt under the Policy.  In addition, the Manager's
employees must report their personal securities transactions and holdings,
which are reviewed for compliance with Policy.  In that regard, the
Manager's portfolio managers and other investment personnel also are subject
to the oversight of Mellon's Investment Ethics Committee.  Portfolio
managers and other investment personnel of the Manager who comply with the
Policy's preclearance and disclosure procedures, and the requirements of the
Committee, may be permitted to purchase, sell or hold securities which also
may be or are held in fund(s) they manage or for which they otherwise
provide investment advice.


     The Manager manages each Series' portfolio of investments in accordance
with the stated policies of such Series, 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 to
execute purchases and sales of securities.  The Fund's portfolio managers
are Joseph P. Darcy, A. Paul Disidier, Douglas J. Gaylor, Karen M. Hand,
Stephen C. Kris, Richard J. Moynihan, W. Michael Petty, Jill C. Shaffro,
Samuel J. Weinstock and Monica S. Wieboldt.  The Manager also maintains a
research department with a professional staff of portfolio managers and
securities analysts who provide research services for 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 may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Fund.  The Distributor may use part
or all of such payments to pay Service Agents (as defined below) in respect
of these services.  The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.



     All expenses incurred in the operation of the 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, loan commitment fees, interest and distributions on
securities sold short, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees or holders of 5% or more
of the outstanding voting securities of the Manager, Securities and Exchange
Commission fees and 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
shareholders' reports and meetings, and any extraordinary expenses.   In
addition, shares of each Class are subject to an annual service fee and
Class B and Class C shares are subject to an annual distribution fee.  See
"Distribution Plan and Shareholder Services Plan."  Expenses attributable to
a particular Series are charged against the assets of that Series; other
expenses of the Fund are allocated among the Series on the basis determined
by the Board, including, but not limited to, proportionately in relation to
the net assets of each Series.




     As compensation for the Manager's services, the Fund has agreed to pay
the Manager a monthly management fee at the annual rate of .55% of the value
of each Series' average daily net assets.  For the fiscal years ended April
30, 1997, 1998 and 1999, the management fee payable, the reduction in such
fee pursuant to undertakings in effect, and the net management fee paid by
each Series was as set forth below:


<TABLE>
<CAPTION>


Name of Series             Management Fee Payable                   Reduction in Fee                  Net Fee Paid
______________            ______________________                   ________________                   ____________
                       1997         1998         1999       1997         1998         1999     1997          1998          1999
                       ____         ____         ____       ____         ____         ----     ----          ____          ____
<S>                    <C>          <C>          <C>       <C>           <C>          <C>      <C>           <C>           <C>
Connecticut Series     $1,972,181   $ 2,056,770  $         $      0      $      0     $        $1,972,181    $2,056,770    $
Florida Series          1,318,540     1,217,045                   0             0               1,318,540     1,217,046
Georgia Series            147,484       136,699                   0             0                 147,484       136,699
Maryland Series         1,755,487     1,735,376                   0             0               1,755,487     1,735,376
Massachusetts Series      404,124       382,683                   0             0                 404,124       382,683
Michigan Series         1,003,722       969,239                   0             0               1,003,722       969,239
Minnesota Series          874,105       861,736                   0             0                 874,105       861,736
New Jersey Series         56,351(1)      81,625               9,656(1)      4,579                  46,695(1)     77,046
North Carolina Series    481,809        481,978                   0             0                 481,809       481,978
Ohio Series             1,617,417     1,599,166                   0             0               1,617,417     1,599,166
Pennsylvania Series     1,553,060     1,513,450                   0             0               1,553,060     1,513,450
Texas Series              437,938       442,275             437,938       145,790                       0       296,485
Virginia Series           534,594       574,324             534,594       147,021                       0       427,303


______________________

1  Effective August 1, 1996, the New Jersey Series changed its fiscal year
   end from July 31 to April 30.  The information provided is from August
   1, 1996 through April 30, 1997.

</TABLE>

     The Manager has agreed that if in any fiscal year the aggregate
expenses of each Series, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the management
fee, exceed the expense limitation of any state having jurisdiction over
such Series, 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 of 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 Series' net assets increases.


     Distributor.  The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor on a best efforts
basis pursuant to an agreement which is renewable annually.


     For the fiscal years ended April 30, 1997, 1998 and 1999, the
Distributor retained the following amounts from sales loads in the respect
to Class A, and from contingent deferred sales charges ("CDSCs") with
respect to Class B and Class C, of each Series:


<TABLE>
<CAPTION>


Name of Series                  Class A                    Class B                   Class C
______________                  _______                    _______                   _______

                      1997       1998      1999    1997       1998      1999   1997      1998     1999
                      ____       ____      ____    ____       ____      ____   ____      ____     ____
<S>                   <C>       <C>        <C>     <C>        <C>       <C>    <C>      <C>      <C>
Connecticut Series    $22,875   $ 24,947   $       $ 91,437   $79,931   $      $4,291    $  50    $
Florida Series          8,377      6,983             67,358    88,555               0        0
Georgia Series            215        453             41,536    29,318               0       20
Maryland Series        17,726     20,191             83,431    66,118               0      247
Massachusetts Series    5,320      3,640             14,492     6,252               0        0
Michigan Series        12,046      8,197             54,072    39,054               0        0
Minnesota Series        9,460     11,909             50,144    25,293               0        0
New Jersey Series         137(1)   1,456             10,000(1) 32,380               0(1)   100
North Carolina Series   3,281      4,367             72,766    52,671               0        0
Ohio Series            13,993     15,644             84,422    85,243               0      150
Pennsylvania Series    12,886     10,760            123,667    87,672               0       42
Texas Series            3,327      3,891             27,930    16,845               0        0
Virginia Series         8,159     14,139             65,396    37,262               0        0
___________________

1 Effective August 1, 1996, the New Jersey Series changed its fiscal year
  end from July 31 to April 30.  The information provided is from August 1,
  1996 through April 30, 1997.

</TABLE>


     The Distributor, at its expense, may provide promotional incentives to
dealers that sell shares of funds advised by the Manager which are sold with
a sales load, such as the Dreyfus Premier Funds.  In some instances, those
incentives may be offered only to certain dealers who have sold or may sell
significant amounts of shares.


     Transfer and Dividend Disbursing Agent and Custodian.  Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the 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.


     The Bank of New York (the "Custodian"), 90 Washington Street, New York,
New York  10286, is the Fund's custodian.  The Custodian has no part in
determining the investment policies of the Fund or which securities are to
be purchased or sold by the Fund.  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.



                              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
Manager or any of its affiliates or subsidiaries, directors of the Manager,
Board members of a fund advised by the Manager, including members of the
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.  It is not recommended
that the Fund be used as a vehicle for Keogh, IRA or other qualified
retirement plans.  The Fund reserves the right to reject any purchase order.


     Service Agents may receive different levels of compensation for selling
different Classes of shares.  Management understands that some Service
Agents may impose certain conditions on their clients which are different
from those described in the Fund's Prospectus and this Statement of
Additional Information, and, to the extent permitted by applicable
regulatory authority, may charge their clients direct fees.  You should
consult your Service Agent in this regard.


     The minimum initial investment is $1,000.  Subsequent investments must
be at least $100.  The Fund reserves the right to vary further the initial
and subsequent investment minimum requirements at any time.


     Fund shares may be purchased through Dreyfus-Automatic Asset Builderr
and Dreyfus 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.


     Each Series' 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.  For purposes
of determining net asset value, options and futures contracts will be valued
15 minutes after the close of trading on the floor of the New York Stock
Exchange.  Net asset value per share of each Class is computed by dividing
the value of the net assets of each Series represented by such Class (i.e.,
the value of its assets less liabilities) by the total number of shares of
such Class outstanding.  Each Series' investments are valued 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 the
Series' investments, see "Determination of Net Asset Value."


     If an order is received in proper form by the Transfer Agent or other
entity authorized to receive orders on behalf of the Fund by the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m.,
New York time) on a business day, Fund shares will be purchased at the
public offering price determined as of the close of trading on the floor of
the New York Stock Exchange on that day.  Otherwise, Fund shares will be
purchased at the public offering price determined as of the close of trading
on the floor of the New York Stock Exchange on the next business day, except
where shares are purchased through a dealer as provided below.


     Orders for the purchase of Fund shares received by dealers by the close
of trading on the floor of the New York Stock Exchange on any business day
and transmitted to the Distributor or its designee by the close of its
business day (normally 5:15 p.m., New York time) will be based on the public
offering price per share determined as of the close of trading on the floor
of the New York Stock Exchange on that day.  Otherwise, the orders will be
based on the next determined public offering price.  It is the dealer's
responsibility to transmit orders so that they will be received by the
Distributor or its designee before the close of its business day.


     Using Federal Funds.  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 immediately available funds ("Federal Funds" (monies of member banks
within the Federal Reserve System which are held on deposit at a Federal
Reserve Bank)) and may attempt to arrange for a better means of transmitting
the money.  If the investor is a customer of a 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.


     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>
<CAPTION>

                                                    Total Sales Load
                                          ____________________________________

Amount of Transaction                 As a % of           As a % of             Dealers' Reallowance
                                   Offering Price       Net Asset Value             as a %  of
                                     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 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 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 each Series' Class A shares.  The examples assume a purchase of
Class A shares aggregating less than $50,000 subject to the schedule of
sales charges set forth above at a price based upon the net asset value of
the Series' Class A shares on April 30, 1999.


<TABLE>
<CAPTION>


                                         Connecticut      Florida         Georgia     Maryland
                                         Series           Series          Series      Series
                                         ___________      _______         _______     ________
<S>                                      <C>              <C>             <C>         <C>       <C>
Class A Shares:
  NET ASSET VALUE, per share             $                $               $           $
  Sales load for individual sales of
  shares aggregating less than
  $50,000 - 4.5%  of offering price
  (approximately 4.7% of net asset
  value per share)
  Offering price to public               $                $               $           $
                                          =====            =====           =====       =====



                                                                                      New       North
                                         Massachusetts    Michigan        Minnesota   Jersey    Carolina
                                         Series           Series          Series      Series    Series
                                         ____________     ________        _______     ______    ________
 Class A Shares:
 NET ASSET VALUE, per share              $                $               $           $         $
  Sales load for individual sales
  of shares aggregating less
  than $50,000 - 4.5%  of
  offering price (approximately
  4.7% of net asset value per share)
  Offering price to                      $                $               $           $         $
 public                                   ====             ====            =====      =====     =====


                                         Ohio             Pennsylvania    Texas       Virginia
                                         Series           Series          Series      Series
                                         ______           ____________    ______      ________
Class A Shares:
NET ASSET VALUE, per share               $                $               $           $
 Sales load for individual sales of
 shares aggregating less than
 $50,000 - 4.5% of offering price
 (approximately 4.7% of
 net asset value per share)
 Offering price to public                $                $               $           $
                                          =====            =====           =====       =====

</TABLE>


     Full-time employees of NASD member firms and full-time employees of
other financial institutions which have entered into an agreement with the
Distributor pertaining to the sale of Fund shares (or which otherwise have a
brokerage related or clearing arrangement with an NASD member firm or
financial institution with respect to the sale of such shares) may purchase
Class A shares for themselves directly or pursuant to an employee benefit
plan or other program, or for their spouses or minor children, at net asset
value, provided they have furnished the Distributor with such information as
it may request from time to time in order to verify eligibility for this
privilege.  This privilege also applies to full-time employees of financial
institutions affiliated with NASD member firms whose full-time employees are
eligible to purchase Class A shares at net asset value.  In addition, Class
A shares are offered at net asset value to full-time or part-time employees
of the Manager or any of its affiliates or subsidiaries, directors of the
Manager, Board members of a fund advised by the Manager, including members
of the Fund's Board, or the spouse or minor child of any of the foregoing.


     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 the Manager 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
Code) investing $50,000 or more in Fund shares, and (iv) a charitable
remainder trust (as defined in Section 501(c)(3) of the Code).


     Class B Shares.  The public offering price for Class B shares is the
net asset value per share of that Class.  No initial sales charge is imposed
at the time of purchase.  A CDSC is imposed, however, on certain redemptions
of Class B shares as described in the Fund's Prospectus and in this
Statement of Additional Information under "How to Redeem Shares--Contingent
Deferred Sales Charge--Class B Shares."  The Distributor compensates certain
Service Agents for selling Class B 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.


     Approximately six years after the date of purchase, Class B shares of a
Series automatically will convert to Class A shares of such Series, based on
the relative net asset values for shares of each such Class.  Class B shares
that have been acquired through the reinvestment of dividends and
distributions will be converted on a pro rata basis together with other
Class B shares, in the proportion that a shareholder's Class B shares
converting to Class A shares bears to the total Class B shares not acquired
through the reinvestment of dividends and distributions.


     Class C Shares.  The public offering price for Class C shares is the
net asset value per share of that Class.  No initial sales charge is imposed
at the time of purchase.  A CDSC is imposed, however, on redemptions of
Class C shares made within the first year of purchase.  See "Class B Shares"
above and "How to Redeem Shares."


     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 Manager which
are sold with a sales load and shares acquired by a previous exchange of
such shares (hereinafter referred to as "Eligible Funds"), by you and any
related "purchaser" as defined above, where the aggregate investment,
including such purchase, is $50,000 or more.  If, for example, you
previously purchased and still hold Class A shares, or shares of any other
Eligible Fund or combination thereof, with an aggregate current market value
of $40,000 and subsequently purchase Class A shares or shares of an Eligible
Fund having a current value of $20,000, the sales load applicable to the
subsequent purchase would be reduced to 4.0% 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 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.


     Dreyfus TeleTransfer Privilege.  You may purchase shares by telephone
if you have checked the appropriate box and supplied the necessary
information on the Account Application or have filed a Shareholder Services
Form with the Transfer Agent.  The proceeds will be transferred between the
bank account designated in one of these documents and your Fund account.
Only a bank account maintained in a domestic financial institution which is
an Automated Clearing House ("ACH") member may be so designated.


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


     Reopening an Account.  You may reopen an account with a minimum
investment of $100 without filing a new Account Application during the
calendar year the account is closed or during the following calendar year,
provided the information on the old Account Application is still
applicable.






               DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN





     Class B 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 the Class
B and Class C shares of each Series, pursuant to which the Fund pays the
Distributor for distributing each such Class of shares a fee at the annual
rate of .50% of the value of the average daily net assets of Class B and
 .75% of the value of the average daily net assets of Class C.  The Fund's
Board believes that there is a reasonable likelihood that the Distribution
Plan will benefit the Fund and the holders of the Series' relevant Class of
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 Fund's Board for its review.  In addition, the Distribution Plan
provides that it may not be amended to increase materially the costs which
holders of Class B or Class C 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 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 Distribution Plan or in any agreements
entered into in connection with the Distribution Plan, by vote cast in
person at a meeting called for the purpose of considering such amendments.
The Distribution Plan is subject to annual approval by such vote of the
Board members cast in person at a meeting called for the purpose of voting
on the Distribution Plan.  The Distribution Plan was last so approved by the
Board members at a meeting held on                        , 1999.  As to the
relevant Class of shares of the Fund, the Distribution Plan may be
terminated at any time (i) by vote of a majority of the Board members who
are not "interested persons" and have no direct or indirect financial
interest in the operation of the Distribution Plan or in any agreements
entered into in connection with the Distribution Plan or (ii) by vote of the
holders of a majority of the outstanding shares of such Class.


     For the fiscal year ended April 30, 1999, each Series paid the
Distributor the following amounts with respect to its Class B shares and
Class C shares pursuant to the Distribution Plan:



                            Amount Charged     Amount Charged
Name of Series               Class B           Class C
______________              _____________      ______________

Connecticut Series           $                  $
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series


     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 its Class A, Class B and Class C shares a
fee at the annual rate of .25% 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 such shareholder accounts.  Under the
Shareholder Services Plan, the Distributor may make payments to Service
Agents in respect to 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 Fund's 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 is subject to
annual approval by such vote of the Board members cast in person at a
meeting called for the purpose of voting on the Shareholder Services Plan.
The Shareholder Services Plan was last so approved by the Board at a meeting
held on _________, 1999.  As to each Series, the Shareholder Services Plan
is terminable 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 Shareholder Services Plan or in any agreements
entered into in connection with the Shareholder Services Plan.


     For the fiscal year ended April 30, 1999, each Series was charged the
following amounts with respect to its Class A, Class B and Class C pursuant
to the Shareholder Services Plan:


Name of Series             Class A      Class B       Class C
______________             _______      _______       _______

Connecticut Series         $            $             $
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series



                            HOW TO REDEEM SHARES

     Contingent Deferred Sales Charge--Class B Shares.  A CDSC payable to
the Distributor is imposed on any redemption of Class B shares of a Series
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 such Series 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 the Class B shares acquired through reinvestment of dividends or
capital gain distributions, plus (ii) increases in the net asset value of
your Class B shares above the dollar amount of all your payments for the
purchase of Class B shares of such Series held by you at the time of
redemption.


     If the aggregate value of Class B shares redeemed has declined below
their original cost as a result of the Series' performance, a CDSC may be
applied to the then-current net asset value rather than the purchase price.


     In circumstances where the CDSC is imposed, the amount of the charge
will depend on the number of years for the time you purchased the Class B
shares until the time of redemption of such shares.  Solely for purposes of
determining the number of years from the time of any payment for the
purchase of Class B shares, all payments during a month will be aggregated
and deemed to have been made on the first day of the month.


     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:


        Year Since                   CDSC as a % of
        Purchase Payment             Amount Invested or
        Was Made                     Redemption 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
        Purchase Payment             Amount Invested or
        Was Made                     Redemption 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 the investment.
Assuming at the time of the redemption the net asset value had appreciated
to $12 per share, the value of the investor's shares would be $1,260 (105
shares at $12 per share).  The CDSC would not be applied to the value of the
reinvested dividend shares and the amount which represents appreciation
($260).  Therefore, $240 of the $500 redemption proceeds ($500 minus $260)
would be charged at a rate of 4% (the applicable rate in the second year
after purchase) for a total CDSC of $9.60.


     Contingent Deferred Sales Charge--Class C Shares.  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 will 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 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 exceeds $1,000,000, (c)
redemptions as a result of a combination of any investment company with the
relevant Series by merger, acquisition of assets or otherwise, (d) a
distribution following retirement under a tax-deferred retirement plan or
upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial
account pursuant to Section 403(b) of the Code, and (e) redemptions pursuant
to the Automatic Withdrawal Plan, as described below.  If the Fund's Board
determines to discontinue the waiver of the CDSC, the disclosure herein will
be revised appropriately.  Any Fund shares subject to a CDSC which were
purchased prior to the termination of such waiver will have the CDSC waived
as provided in the Fund's Prospectus or this Statement of Additional
Information at the time of the purchase of such shares.


     To qualify for a waiver of the CDSC, at the time of redemption you must
notify the Transfer Agent or your Service Agent must notify the Distributor.
Any such qualification is subject to confirmation of your entitlement.


     Check Redemption Privilege - Class A Only.  The Fund provides
Redemption Checks ("Checks") to investors in Class A shares automatically
upon opening an account unless you 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 your 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 your agent, will cause the Fund to redeem a sufficient number of full and
fractional Class A shares in your 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 you.  You generally will be subject to the same
rules and regulations that apply to checking accounts, although the election
of this Privilege creates only a shareholder-transfer agent relationship
with the Transfer Agent.


     You should date your Checks with the current date when you write them.
Please do not postdate your Checks.  If you do, the Transfer Agent will
honor, upon presentment, even if presented before the date of the Check, all
postdated Checks which are dated within six months of presentment for
payment, if they are otherwise in good order.


     Checks are free, but the Transfer Agent will impose a fee for stopping
payment of a Check upon your request or if the Transfer Agent cannot honor a
Check due to insufficient funds or other valid reason.  If the amount of the
Check is greater than the value of the Class A shares in the investor's
account, the Check will be returned marked insufficient funds.  Checks
should not be used to close an account.


     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 CDSC previously paid upon redemption of the Class A or Class B
shares reinvested.  The Reinvestment Privilege may be exercised only once.


     Dreyfus TeleTransfer Privilege.  You may request by telephone that
redemption proceeds be transferred between your Fund account and your bank
account.  Only a bank account maintained in a domestic financial institution
which is an ACH member may be designated.  Holders of jointly registered
Fund or bank accounts may redeem through the Dreyfus TeleTransfer Privilege
for transfer to their bank account not more than $250,000 within any 30-day
period.  Redemption proceeds will be on deposit in your account at an ACH
member bank ordinarily two business days after receipt of the redemption
request.  You should be aware that if you have selected the Dreyfus
TeleTransfer Privilege, any request for a wire redemption will be effected
as a Dreyfus TeleTransfer transaction through the ACH system unless more
prompt transmittal specifically is requested.  See "How to Buy Shares--
Dreyfus 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 owner 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 of a Series, limited in
amount during any 90-day period to the lesser of $250,000 or 1% of the value
of such Series' net assets at the beginning of such period.  Such commitment
is irrevocable without the prior approval of the Securities and Exchange
Commission and is a fundamental policy, as to a Series, which may not be
changed without shareholder approval of such Series.  In the case of
requests for redemption in excess of such amount, the Fund's 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 Series to the detriment of the existing shareholders.  In
this event, the securities would be valued in the same manner as the Series'
portfolio is valued.  If the recipient sells 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




     Fund Exchanges.  Clients of certain Service Agents may purchase, in
exchange for Class A, Class B or Class C shares of a Series, shares of the
same Class of one of the other Series or of certain other funds managed or
administered by the Manager to the extent such shares are offered for sale
in such client's state of residence.  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.   Exchanges for shares of funds are offered without a sales
           load will be made without a sales load.


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


     C.   Shares of funds purchased with a sales load may be exchanged
          without a sales load for shares of other funds sold without a
          sales load.


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


     E.   Shares of funds subject to a CDSC that are exchanged for shares of
          another fund will be subject to the higher applicable CDSC of the
          two funds, and for purposes of calculating CDSC rates and
          conversion periods, if any, will be deemed to have been held since
          the date the shares being exchanged were initially
          purchased.


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


     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 for an Exchange Account only can
be made into certain other funds manage or administered by the Manager.  No
CDSC is charged when an investor exchanges into an Exchange Account;
however, the applicable CDSC will be imposed when shares are redeemed from
an Exchange Account or other applicable Fund account.  Upon redemption, the
applicable CDSC will be calculated without regard to the time such shares
were held in an Exchange Account.  See "How to Redeem Shares".  Redemption
proceeds for Exchange Account shares are paid by Federal wire or check only.
Exchange Account shares also are eligible for the Dreyfus Auto-Exchange
Privilege, Dreyfus Dividend Sweep and the Automatic Withdrawal Plan.


     To request an exchange, your Service Agent acting on your 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
shareholders automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse this privilege.
By using the Telephone Exchange Privilege, you authorize the Transfer Agent
to act on telephonic instructions (including over The Dreyfus Touchr
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.  Telephone exchanges may be subject to
limitations as to the amount involved or the number of telephone exchanges
permitted.  Shares issued in certificate form are not eligible for telephone
exchange. No fees currently are charged shareholders directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.


     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
being required for shares of the same Class of the fund into which the
exchange is being made.


     Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-Exchange Privilege
permits you to purchase, in exchange for Class A, Class B or Class C shares
of a Series, shares of the same Class of one of the other Series or of
another fund in the Dreyfus Premier Family of Funds or certain funds in the
Dreyfus Family of Funds of which you are a shareholder.  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 you.  You will be notified if
your account falls below the amount designated to be exchanged under this
Privilege.  In this case, your account will fall to zero unless additional
investments are made in excess of the designated amount prior to the next
Auto-Exchange transaction.


     Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561.  The Fund reserves the right to reject
any exchange request in whole or in part.  Shares may be exchanged only
between accounts having identical names and other identifying designations.
The Fund Exchanges service or the Dreyfus Auto-Exchange Privilege may be
modified or terminated at any time upon notice to shareholders.


     Dreyfus-Automatic Asset Builder(R).  Dreyfus-Automatic Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you.  Fund shares are
purchased by transferring funds from the bank account designated by you.


     Dreyfus Government Direct Deposit Privilege.  Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the U.S.
Government automatically deposited into your Fund account.  You may deposit
as much of such payments as you elect.


     Dreyfus Dividend Options.  Dividend Sweep allows you to invest
automatically your 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 certain funds in the Dreyfus Family of
Funds of which you are 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 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"), but if the sales load applicable to the Offered
          Shares exceeds the maximum sales load charged by the fund from
          which dividends or distributions are being swept
          (without giving effect to any reduced loads), the difference will
          be deducted.


     D.   Dividends and distributions paid by a fund with respect to Class B
          or Class C shares 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.


     Dreyfus Dividend ACH permits you to transfer electronically dividends
or dividends and capital gain distributions, if any, from the Fund to a
designated bank account.  Only an account maintained at a domestic financial
institution which is an ACH member may be so designated.  Banks may charge a
fee for this service.



     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.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares.  If withdrawal payments exceed reinvested dividends and
distributions, your shares will be reduced and eventually may be depleted.
Automatic Withdrawal may be terminated at any time by you, the Fund or the
Transfer Agent.  Shares for which share 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 shareholders account will be subject to a CDSC on the amounts exceeding
12% of the initial account value.  Withdrawals of 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.


     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 of the Fund held in escrow to realize the difference.  Signing a
Letter of Intent does not bind you to purchase, or the Fund to sell, the
full amount indicated at the sales load in effect at the time of signing,
but you must complete the intended purchase to obtain the reduced sales
load.  At the time you purchase Class A shares, you must indicate your
intention to do so under a Letter of Intent.  Purchase 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.


                      DETERMINATION OF NET ASSET VALUE




     Valuation of Portfolio Securities.  Each Series' investments are valued
each business day by an independent pricing service (the "Service") approved
by the Fund's Board.  When, in the judgment of the Service, quoted bid
prices for investments are readily available and are representative of the
bid side of the market, these investments are valued at the mean between the
quoted bid prices (as obtained by the Service from dealers in such
securities) and asked prices (as calculated by the Service based upon its
evaluation of the market for such securities).  Other investments (which
constitute a majority of the portfolio securities) are carried at fair value
as determined by the Service, based on methods which include consideration
of:  yields or prices of municipal bonds of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general market
conditions.  The Service may employ electronic data processing techniques
and/or a matrix system to determine valuations.  The Service's procedures
are reviewed by the Fund's officers under the general supervision of the
Fund's 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 Class B and Class C shares only,
Distribution Plan, are accrued daily and are taken into account for the
purpose of determining the net asset value of the relevant Class of each
Series' 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


     Management believes that each Series qualified for the fiscal year
ended April 30, 1999 as a "regulated investment company" under the Code.
Each Series intends to continue to so qualify, if such qualification is in
the best interests of its shareholders.  As a regulated investment company,
a Series will pay no Federal income tax on net investment income and net
realized capital gains to the extent that such income and gains are
distributed to shareholders in accordance with applicable provisions of the
Code.  To qualify as a regulated investment company, a Series must
distribute to its shareholders at least 90% of its net income (consisting of
net investment income from tax exempt obligations and taxable obligations,
if any, and net short-term capital gains), and must meet certain asset
diversification and other requirements.  If a Series did not qualify as a
regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax.  The term "regulated
investment company" does not imply the supervision of management or
investment practices or policies by any government agency.


     Each Series ordinarily declares dividends from its net investment
income on each day the New York Stock Exchange is open for business.  Shares
begin earning income dividends on the day Federal Funds are received by the
Transfer Agent.  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.


     Each Series' earnings for Saturdays, Sundays and holidays are declared
as dividends on the preceding business day.  Dividends usually are paid on
the last business day of each month and are automatically reinvested in
additional shares of the Series and the same Class from which they were paid
at net asset value without a sales load or, at your option, paid in cash.
If you redeem all shares in your account at any time during the month, all
dividends to which you are entitled will be paid to you along with the
proceeds of the redemption.  If you are an omnibus accountholder and
indicate in a partial redemption request that a portion of any accrued
dividends to which such account is entitled belongs to an underlying
accountholder who has redeemed all shares in his or her account, such
portion of the accrued dividends will be paid to you along with the proceeds
of the redemption.  Distributions by each Series from its net realized
securities gains, if any, generally are declared and paid once a year, but
the Series 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.


     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.


     Any dividend or distribution 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 under
"Distributions and Taxes" in the Prospectus.  In addition, the Code provides
that if a shareholder has not held his shares for more than six months (or
such shorter period as the Internal Revenue Service may prescribe by
regulation) and has received an exempt-interest dividend with respect to
such shares, any loss incurred on the sale of such shares will be disallowed
to the extent of the exempt-interest dividend received.

     Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss.  However, all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Code.  In
addition, all or a portion of any gain realized from engaging in "conversion
transactions" may be treated as ordinary income under Section 1258 of the
Code.  "Conversion transactions" are defined to include certain forward,
futures, option and "straddle" transactions, transactions marketed or sold
to produce capital gains, or transactions described in Treasury regulations
to be issued in the future.

     Under Section 1256 of the Code, gain or loss realized by a Series from
certain financial futures and options transactions will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss.
Gain or loss will arise upon exercise or lapse of such futures or options as
well as from closing transactions.  In addition, any such futures or options
remaining unexercised at the end of a Series' taxable year will be treated
as sold for their then fair market value, resulting in additional gain or
loss to a Series as described above.

     Offsetting positions held by a Series involving certain futures
contracts or options transactions may be considered, for tax purposes, to
constitute "straddles."  "Straddles" are defined to include "offsetting
positions" in actively traded personal property.  The tax treatment of
"straddles" is governed by Sections 1092 and 1258 of the Code, which, in
certain circumstances, override or modify the provisions of Section 1256 of
the Code.  As such, all or a portion of any short- or long-term capital gain
from certain "straddle" and/or conversion transactions may be
recharacterized to ordinary income.

     If a Series were treated as entering into "straddles" by reason of its
engaging in certain futures or options transactions, such "straddles" would
be characterized as "mixed straddles" if the futures or options transactions
comprising a part of such "straddles" were governed by Section 1256 of the
Code.  A Series may make one or more elections with respect to "mixed
straddles."  Depending on which election is made, if any, the results to a
Series may differ.  If no election is made to the extent the "straddle"
rules apply to positions established by a Series, losses realized by a
Series will be deferred to the extent of unrealized gain in the offsetting
position.  Moreover, as a result of the "straddle" and the conversion
transaction rules, short-term capital losses on "straddle" positions may be
recharacterized as long-term capital losses, and long-term capital gains on
straddle positions may be treated as short-term capital gains or ordinary
income.

     The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short
sale, futures, forward, or offsetting notional principal contract
(collectively, a "Contract") respecting the same or substantially identical
property or (2) holds an appreciated financial position that is a Contract
and then acquires property that is the same as, or substantially identical
to, the underlying property.  In each instance, with certain exceptions, the
Fund generally will be taxed as if the appreciated financial position were
sold at its fair market value on the date the Fund enters into the financial
position or acquires the property, respectively.  Transactions that are
identified as hedging or straddle transactions under other provisions of the
Code can be subject to the constructive sale provisions.

     Investment by a Series in securities issued at a discount or providing
for deferred interest or for payment of interest in the form of additional
obligations could, under special tax rules, affect the amount, timing and
character of distributions to shareholders.  For example, a Series could be
required to take into account annually a portion of the discount (or deemed
discount) at which such securities were issued and to distribute such
portion in order to maintain its qualification as a regulated investment
company.  In such case, a Series may have to dispose of securities which it
might otherwise have continued to hold in order to generate cash to satisfy
these distribution requirements.


     State and Local Tax Treatment.  Each Series will invest primarily in
Municipal Obligations of the State after which the Series is named.  Except
to the extent specifically noted below, dividends by a Series are not
subject to an income tax by such State to the extent that the dividends are
attributable to interest on such Municipal Obligations.  However, some or
all of the other dividends or distributions by a Series may be taxable by
those States that have income taxes, even if the dividends or distributions
are attributable to income of the Series derived from obligations of the
United States or its agencies or instrumentalities.


     The Fund anticipates that a substantial portion of the dividends paid
by each Series will not be subject to income tax of the State after which
the Series is named.  However, to the extent that you are obligated to pay
State or local taxes outside of such State, dividends earned by an
investment in such Series may represent taxable income.  Also, all or a
portion of the dividends paid by a Series that are not subject to income tax
of the State after which the Series is named may be a preference item for
such State's alternative minimum tax (where imposed).  Finally, you should
be aware that State and local taxes, other than those described above, may
apply to the dividends, distributions or shares of a Series.


     The paragraphs below discuss the State tax treatment of dividends and
distributions by each Series to residents of the State after which the
Series is named.  Investors should consult their own tax advisers regarding
specific questions as to Federal, State and local taxes.


     Connecticut Series.  Dividends by the Series that qualify as
exempt-interest dividends for Federal income tax purposes are not subject to
the Connecticut income tax imposed on individuals, trusts and estates, to
the extent that such dividends are derived from income received by the
Series as interest from Connecticut Municipal Obligations or obligations the
interest with respect to which Connecticut is prohibited by Federal law from
taxing.  Dividends that qualify as capital gain dividends for Federal income
tax purposes are not subject to the Connecticut income tax to the extent
they are derived from Connecticut Municipal Obligations.  Dividends derived
from other sources are subject to the Connecticut income tax.  In the case
of a shareholder subject to the Connecticut income tax and required to pay
the Federal alternative minimum tax, the portion of exempt-interest
dividends paid by the Series that is derived from income received by the
Series as interest from Connecticut Municipal Obligations or obligations the
interest with respect to which Connecticut is prohibited by Federal law from
taxing is not subject to the net Connecticut minimum tax even if they are
treated as a preference item for purposes of the Federal alternative minimum
tax.


     Dividends qualifying as exempt-interest dividends for Federal income
tax purposes that are distributed by the Series to entities subject to the
Connecticut corporation business tax are not exempt from that tax.


     The shares of the Series are not subject to property taxation by the
State of Connecticut or its political subdivisions.


     Florida Series.  Dividends or distributions by the Series to a Florida
individual resident are not taxable by Florida.  However, Florida imposes an
intangible personal property tax on shares of the Series owned by a Florida
resident on January 1 of each year unless such shares qualify for an
exemption from the tax.


     Dividends qualifying as exempt-interest dividends for Federal income
tax purposes as well as other Federally taxable dividends and distributions
that are distributed by the Series to entities taxed as corporations under
Florida law may not be exempt from the Florida corporate income tax.


     The Fund has received a Technical Assistance Advisement from the State
of Florida, Department of Revenue, to the effect that Florida Series' shares
owned by a Florida resident will be exempt from the intangible personal
property tax so long as the Series' portfolio includes only assets, such as
notes, bonds, and other obligations issued by the State of Florida or its
municipalities, counties, and other taxing districts, the United States
Government, and its agencies, Puerto Rico, Guam, and the U.S. Virgin
Islands, and other assets which are exempt from that tax.


     Georgia Series.  Dividends and distributions by the Series to a Georgia
resident that are attributable to interest on Georgia Municipal Obligations
or direct obligations of the United States and its territories and
possessions are not subject to the State of Georgia income tax.  Dividends
or other distributions by the Series which are attributable to other
sources, including all distributions that qualify as capital gains dividends
for Federal income tax purposes, are subject to the State of Georgia income
tax at the applicable rate.


     The Georgia intangibles tax previously imposed upon certain intangible
personal property has been repealed, effective as of January 1, 1996.
Accordingly, shares of the Georgia Series will not be subject to an
intangibles tax in Georgia.


     Maryland Series.  Dividends and distributions by the Series to a
Maryland resident (including individuals, corporations, estates or trusts
who are subject to Maryland state and local income tax) will not be subject
to income tax in Maryland to the extent that such dividends or distributions
(a) qualify, for Federal income tax purposes, as exempt-interest dividends
of a regulated investment company and are attributable to (i) interest on
Maryland Municipal Obligations or (ii) interest on obligations of the United
States or an authority, commission, instrumentality, possession or territory
of the United States, or (b) are attributable to gain realized by the Series
from the sale or exchange of Maryland Municipal Obligations or obligations
of the United States or an authority, commission or instrumentality thereof.
To the extent that distributions by the Series are attributable to sources
other than those described above, such as (x) interest on obligations issued
by states other than Maryland or (y) income from repurchase agreements, such
distributions will not be exempt from Maryland state and local income taxes.
In addition, any gain realized by a shareholder upon a redemption or
exchange of Series shares will be subject to Maryland taxation.


     Maryland presently includes in taxable net income items of tax
preferences as defined in the Code.  Interest paid on certain private
activity bonds constitutes a tax preference.  Accordingly, subject to a
threshold amount, 50% of any distributions by the Series attributable to
such private activity bonds will not be exempt from Maryland state and local
income taxes.  Interest on indebtedness incurred (directly or indirectly) by
a shareholder of the Series to purchase or carry shares of the Series will
not be deductible for Maryland state and local income tax purposes to the
extent such interest is allocable to exempt-interest dividends.


     If the Series fails to qualify as a regulated investment company, the
Series would be subject to corporate Maryland income tax and distributions
generally would be taxable as ordinary income to the shareholders.


     Individuals will not be subject to personal property tax on their
shares of the Maryland Series.


     Massachusetts Series.  Dividends by the Series to a Massachusetts
resident are not subject to the Massachusetts personal income tax to the
extent that the dividends are attributable to income received by the Series
from Massachusetts Municipal Obligations or direct U.S.  Government
obligations, and are properly designated as such.  Distributions of capital
gain dividends by the Series to a Massachusetts resident are not subject to
the Massachusetts personal income tax to the extent such distributions are
attributable to gain from the sale of certain Massachusetts Municipal
Obligations the gain from which is exempt from the Massachusetts personal
income tax, and the distributions are properly designated as such.
Dividends or distributions by the Series to a Massachusetts resident that
are attributable to most other sources are subject to the Massachusetts
personal income tax.  In addition, distributions from the Series may be
included in the net income measure of the corporate excise tax for corporate
shareholders who are subject to the Massachusetts corporate excise tax.  In
1994, the Massachusetts personal income tax statute was modified to provide
for graduated rates of tax (with some exceptions) on gains from the sale or
exchange of capital assets held for more than one year based on the length
of time the asset has been held since January 1, 1995.  The Massachusetts
Department of Revenue has released proposed regulations providing that the
holding period of the mutual fund (rather than that of its shareholders)
will be determinative for purposes of applying the revised statute to
shareholders that receive capital gain distributions, so long as the mutual
fund separately designates the amount of such distributions attributable to
each of six classes of gains from the sale or exchange of capital assets
held for more than one year in a notice provided to shareholders and the
Commissioner of Revenue on or before March 1 of the calendar year after the
calendar year of such distributions.  In the absence of such notice, the
holding period of the assets giving rise to such gains is deemed to be more
than one but not more than two years.  Shareholders should consult their tax
advisers with respect to the Massachusetts tax treatment of capital gain
distributions from the Series.


     The shares of the Series are not subject to property taxation by
Massachusetts or its political subdivisions.


     Michigan Series.  Dividends by the Series to a Michigan resident
individual are not subject to the Michigan personal income tax to the extent
that the dividends are attributable to income received by the Series as
interest from the Series' investment in Michigan Municipal Obligations,
obligations of U.S.  possessions, as well as direct U.S.  Government
obligations.


     For Michigan personal income tax purposes, the proportionate share of
dividends from the Series' net investment income from other than Michigan
Municipal Obligations and from distributions from any short-term or
long-term capital gains will be included in Michigan taxable income.  The
Michigan intangibles tax was repealed as of January 1, 1998.  Additionally,
for Michigan personal income tax purposes, any gain or loss realized when
the shareholder sells or exchanges Series' shares will be included in
Michigan taxable income.


     Persons engaging in business activities in Michigan may be subject to
the Michigan Single Business Tax and should consult their tax advisers with
respect to the application of such tax in connection with an investment in
the Series.


     Minnesota Series.  Dividends paid by the Series to a Minnesota resident
are not subject to the Minnesota personal income tax to the extent that the
dividends are attributable to income received by the Series as interest from
Minnesota Municipal Obligations, provided such attributable dividends
represent 95% or more of the exempt-interest dividends that are paid by the
Series.  Moreover, dividends paid by the Series to a Minnesota resident are
not subject to the Minnesota personal income tax to the extent that the
dividends are attributable to income received by the Series as interest from
a Series' investment in direct U.S. Government obligations.  Dividends and
distributions by the Series to a Minnesota resident that are attributable to
most other sources are subject to the Minnesota personal income tax.
Dividends and distributions from the Series will be included in the
determination of taxable net income of corporate shareholders who are
subject to Minnesota income (franchise) taxes.  In addition, dividends
attributable to interest received by the Series that is a preference item
for Federal income tax purposes, whether or not such interest is from a
Minnesota Municipal Obligation, may be subject to the Minnesota alternative
minimum tax.


     The shares of the Series are not subject to property taxation by
Minnesota or its political subdivisions.


     New Jersey Series.  The New Jersey Series is a "qualified investment
fund" within the meaning of the New Jersey gross income tax.  The primary
criteria for constituting a "qualified investment fund" are that (i) the
Series is an investment company registered with the Securities and Exchange
Commission which, for the calendar year in which the dividends and
distributions (if any) are paid, has no investments other than
interest-bearing obligations, obligations issued at a discount, and cash and
cash items, including receivables, and financial options, futures and
forward contracts, or other similar financial instruments relating to
interest-bearing obligations, obligations issued at a discount or bond
indices related thereto and (ii) at the close of each quarter of the taxable
year, the Series has not less than 80% of the aggregate principal amount of
all of its investments excluding financial options, futures and forward
contracts, or other similar financial instruments related to
interest-bearing obligations, obligations issued at a discount or bond
indices related thereto, cash and cash items, which cash items shall include
receivables, in New Jersey Municipal Obligations, including obligations of
Puerto Rico, the Virgin Islands and other territories and possessions of the
United States and certain other specified securities exempt from New Jersey
income taxes.  Additionally, a qualified investment fund must comply with
certain continuing reporting requirements.


     If the New Jersey Series continues to qualify as a qualified investment
fund and the Series complies with its reporting obligations, (a) dividends
and distributions by the New Jersey Series to a New Jersey resident
individual shareholder will not be subject to New Jersey gross income tax to
the extent that the dividends and distributions are attributable to income
earned by the Series as interest on or gain from New Jersey Municipal
Obligations, and (b) gain from the sale of New Jersey Series shares by a New
Jersey resident individual shareholder will not be subject to the New Jersey
gross income tax.  Shares of the New Jersey Series are not subject to
property taxation by New Jersey or its political subdivisions.  To the
extent that you are subject to state and local taxes outside of New Jersey,
dividends and distributions earned by an investment in the New Jersey Series
may represent taxable income.


     North Carolina Series.  Dividends paid by the Series to a North
Carolina resident that are attributable to interest on North Carolina
Municipal Obligations or direct U.S. Government obligations are not subject
to the North Carolina income tax.  Dividends or distributions attributable
to gain realized by the Series from the sale or exchange of certain North
Carolina Municipal Obligations issued before July 1, 1995 will not be
included in the North Carolina taxable income of a resident individual,
trust or estate.  Other dividends or distributions which are attributable to
net realized securities gains and most other sources are subject to the
North Carolina income tax at the applicable rate.  Gain realized by a North
Carolina resident shareholder from the sale or exchange of an interest held
in the North Carolina Series also will be subject to the North Carolina
income tax at the applicable rate.


     The North Carolina intangibles tax previously imposed upon certain
intangible personal property was repealed, as of January 1, 1995.
Accordingly, shares of the North Carolina Series will not be subject to an
intangibles tax in North Carolina.


     To the extent that dividends or distributions from the North Carolina
Series increase the surplus of a corporate shareholder required to file a
North Carolina franchise tax return, such increase in the surplus will be
subject to the North Carolina franchise tax.


     Ohio Series.  Dividends paid by the Series to an Ohio resident, or to a
corporation subject to the Ohio Corporation Franchise Tax, are not subject
to Ohio state and local income taxes or the net income basis of the Ohio
Corporation Franchise Tax to the extent that such dividends are attributable
to income received by the Series as interest from Ohio Municipal Obligations
and direct obligations of the United States, certain Federal agencies and
certain U.S.  territories.  Dividends or distributions paid by the Series to
an Ohio resident, or to a corporation subject to the Ohio Corporation
Franchise Tax, that are attributable to most other sources are subject to
Ohio state and local income taxes and are includable in the net income basis
of the Ohio Corporation Franchise Tax.  The shares of the Series are not
subject to property taxation by the State of Ohio or its political
subdivisions, except when held by a "dealer in intangibles" (generally, a
person in the lending or brokerage business), a decedent's estate, an Ohio
insurance company, or a corporation taxed on the net worth basis of the Ohio
Corporation Franchise Tax.


     Pennsylvania Series.  Dividends by the Series will not be subject to
the Pennsylvania personal income tax to the extent that the dividends are
attributable to interest received by the Series from its investments in
Pennsylvania Municipal Obligations and U.S.  Government obligations,
including obligations issued by U.S. possessions.  Dividends by the Series
will not be subject to the Philadelphia School District investment income
tax to the extent that the dividends are attributable to interest received
by the Series from its investments in Pennsylvania Municipal Obligations and
U.S. obligations, including obligations issued by U.S. possessions.
Dividends or distributions by the Series to a Pennsylvania resident that are
attributable to most other sources may be subject to the Pennsylvania
personal income tax and (for residents of Philadelphia) to the Philadelphia
School District investment net income tax.


     Dividends paid by the Series which are considered "exempt-interest
dividends" for Federal income tax purposes are not subject to the
Pennsylvania Corporate Net Income Tax, but other dividends or distributions
paid by the Series may be subject to that tax.  An additional deduction from
Pennsylvania taxable income is permitted for dividends or distributions paid
by the Series attributable to interest received by the Series from its
investments in Pennsylvania Municipal Obligations and U.S. Government
obligations to the extent included in Federal taxable income, but such a
deduction is reduced by any interest on indebtedness incurred to carry the
securities and other expenses incurred in the production of such interest
income, including expenses deducted on the Federal income tax return that
would not have been allowed under the Code if the interest were exempt from
Federal income tax.  Series shares are considered exempt assets (with a pro
rata exclusion based on the value of the Series attributable to its
investments in Pennsylvania Municipal Obligations and U.S. Government
obligations, including obligations issued by U.S. possessions) for purposes
of determining a corporation's capital stock value subject to the
Pennsylvania Capital Stock/Franchise Tax.


     Texas Series.  All dividends and distributions by the Series to Texas
resident individuals are not subject to taxation by Texas.  However, Texas
enacted significant changes to its corporate franchise tax law for reporting
years beginning January 1, 1992 and thereafter.  These changes include the
imposition of a tax measured by earned surplus, in addition to the
previously existing tax on a corporation's capital.  The earned surplus
component of the Texas franchise tax is applicable only to the extent that
it exceeds the taxable capital component of the franchise tax.  For Texas
franchise tax purposes, earned surplus is computed by reference to Federal
taxable income.  Thus, any amounts subject to Federal income tax that are
payable by the Series to corporations doing business in or incorporated in
Texas generally will be included in the earned surplus component of the
Texas franchise tax, to the extent such earned surplus is apportioned to
Texas.  Dividends and other distributions not subject to Federal income tax
generally will be excluded from the calculation of the earned surplus
component of the franchise tax.


     Both the capital tax and earned surplus tax components of the Texas
franchise tax arc computed by reference to the portion of the corporation's
capital or earned surplus, respectively, based on the corporation's gross
receipts derived from Texas.  To the extent dividend and interest payments
are made by a corporation not incorporated in Texas, or another type of
entity not legally domiciled in Texas, such dividends and payments are not
considered to be Texas sourced receipts for franchise tax apportionment
purposes.


     Effective with franchise tax reports originally due after January 1,
1994 (which are based upon accounting years ending in 1993), other taxable
distributions from the Series to corporations doing business in or
incorporated in Texas (such as the proceeds resulting from net gain upon the
sale of Series bonds) may be allocable to Texas as Texas sourced gross
receipts for the earned surplus component of the franchise tax if:  (1) the
activities of the recipient corporation do not have a sufficient unitary
connection with that corporation's other activities conducted within the
state giving rise to the underlying sale of such assets; and (2) the
recipient corporation has its commercial domicile in Texas.  The Texas
legislature has proposed legislation that, if adopted, would extend
applicability of the franchise tax to numerous types of additional legal
entities.


     The shares of the Series are not subject to property taxation by Texas
or its political subdivisions.


     Virginia Series.  Subject to the provisions discussed below, dividends
paid to shareholders and derived from interest on obligations of the
Commonwealth of Virginia or of any political subdivision or instrumentality
of the Commonwealth or derived from interest or dividends on obligations of
the United States excludable from Virginia taxable income under the laws of
the United States, which obligations are issued in the exercise of the
borrowing power of the Commonwealth or the United States and are backed by
the full faith and credit of the Commonwealth or the United States, will be
exempt from Virginia income tax.  Dividends paid to shareholders by the
Series and derived from interest on debt obligations of certain territories
and possessions of the United States (those issued by Puerto Rico, the
Virgin Islands and Guam) will be exempt from Virginia income tax.  To the
extent any portion of the dividends are derived from interest on debt
obligations other than those described above, such portion will be subject
to Virginia income tax even though it may be excludable from gross income
for Federal income tax purposes.


     Generally, dividends distributed to shareholders by the Series and
derived from capital gains will be taxable to the shareholders.  To the
extent any portion of the dividends are derived from taxable interest for
Virginia purposes or from net short-term capital gains, such portion will be
taxable to the shareholders as ordinary income.  The character of long-term
capital gains realized and distributed by the Series will flow through to
its shareholders regardless of how long the shareholders have held their
shares.  Capital gains distributed to shareholders derived from Virginia
obligations issued pursuant to special Virginia enabling legislation that
provides a specific exemption for such gains will be exempt from Virginia
income tax.  Generally, interest on indebtedness incurred by shareholders to
purchase or carry shares of the Fund will not be deductible for Virginia
income tax purposes.


     As a regulated investment company, the Series may distribute dividends
that are exempt from Virginia income tax to its shareholders if the Series
satisfies all requirements for conduit treatment under Federal law and, at
the close of each quarter of its taxable year, at least 50% of the value of
its total assets consists of obligations the interest on which is exempt
from taxation under Federal law.  If the Series fails to qualify, no part of
its dividends will be exempt from Virginia income tax.


     When taxable income of a regulated investment company is commingled
with exempt income, all distributions of the income are presumed taxable to
the shareholders unless the portion of income that is exempt from Virginia
income tax can be determined with reasonable certainty and substantiated.
Generally, this determination must be made for each distribution to each
shareholder.  The Virginia Department of Taxation has adopted a policy,
however, of allowing shareholders to exclude from Virginia taxable income
the exempt portion of distributions from a regulated investment company even
though the shareholders receive distributions monthly but receive reports
substantiating the exempt portion of such distributions at less frequent
intervals.  Accordingly, if the Series receives taxable income, the Series
must determine the portion of income that is exempt from Virginia income tax
and provide such information to the shareholders in accordance with the
foregoing so that the shareholders may exclude from Virginia taxable income
the exempt portion of the distribution from the Series.



                           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 and may be
selected based upon their sales of shares of the Series or other funds
managed, advised or administered by the Manager or its affiliates.


     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.


     Each Series anticipates that its annual portfolio turnover rate
generally will not exceed 100%, but the turnover rate will not be a limiting
factor when a Series deems it desirable to sell or purchase securities.
Therefore, depending upon market conditions, a Series' annual portfolio
turnover rate may exceed 100% in particular years.




                           PERFORMANCE INFORMATION

     The current yield for the 30-day period ended April 30, 1999, for Class
A, Class B and Class C of each Series was as follows:

                         Current    Net of Absorbed
Name of Series           Yield      Expenses(1)
______________           _______    _______________

Class A:
_______

Connecticut Series       %              %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series
____________________________

1  This column sets forth current yield had certain expenses for the
   indicated Series not been absorbed.


                         Current    Net of Absorbed
Name of Series           Yield      Expenses(1)
______________           _______    _______________

Class B:
________

Connecticut Series        %          %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series
___________
1  This column sets forth current yield had certain expenses for the
   indicated Series not been absorbed.



                         Current    Net of Absorbed
Name of Series           Yield      Expenses(1)
______________           ______     _______________

Class C:
________

Connecticut Series       %          %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series

____________________________

1    This column sets forth current yield had certain expenses for the
     indicated Series not been absorbed.


Current yield is computed pursuant to a formula which operates as follows:
The amount of each Series' expenses accrued for the 30-day period (net of
reimbursements) is subtracted from the amount of the dividends and interest
earned (computed in accordance with regulatory requirements) by the Series
during the period.  That result is then divided by the product of:  (a) the
average daily number of shares outstanding during the period that were
entitled to receive dividends, and (b) the net asset value (or maximum
offering price in the case of Class A) per share on the last day of the
period less any undistributed earned income per share reasonably expected to
be declared as a dividend shortly thereafter.  The quotient is then added to
1, and that sum is raised to the 6th power, after which 1 is subtracted.
The current yield is then arrived at by multiplying the result by 2.


     Based upon the 1999 combined (except where noted) Federal and
applicable State tax rate specified below, the tax equivalent yield for the
30-day period ended April 30, 1999 for Class A, Class B and Class C of each
Series was as follows:


                                 Tax Equivalent        Net of Absorbed
Name of Series       Tax Rate    Yield                 Expenses(1)
______________       ________    ______________        _______________

Class A:
________

Connecticut Series       %             %                  %
Florida Series(2)
Georgia Series
Maryland Series
Massachusetts Series
Michigan
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series(2)
Virginia Series
___________________________

1  This column sets forth tax equivalent yield had certain expenses for the
   indicated Series not been absorbed.
2  Federal tax rate only.  No state personal income tax imposed during 1999.


                                 Tax Equivalent        Net of Absorbed
Name of Series       Tax Rate    Yield                 Expenses(1)
______________       ________    ______________        _______________

Class B:
________

Connecticut Series     %             %                  %
Florida Series(2)
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series(2)
Virginia Series
___________________________

1 This column sets forth tax equivalent yield had certain expenses for the
  indicated Series not been absorbed.
2 Federal tax rate only.  No state personal income tax imposed during 1999.



                                 Tax Equivalent         Net of Absorbed
Name of Series       Tax Rate    Yield                  Expenses(1)
______________       ________    ______________         _______________

Class C:
________

Connecticut Series     %             %                  %
Florida Series(2)
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series(2)
Virginia Series

_____________________

1    This column sets forth tax equivalent yield had certain expenses for
     the indicated Series not been absorbed.
2    Federal tax rate only.  No state personal income tax imposed during
     1999.


Tax equivalent yield is computed by dividing that portion of the current
yield (calculated as described above) which is tax-exempt by 1 minus a
stated tax rate and adding the quotient to that portion, if any, of the
yield of the Series that is not tax-exempt.


     The tax equivalent yield noted above represents the application of the
highest marginal personal tax rates currently in effect.  For Federal
personal income tax purposes, a ______% tax rate has been used.  The tax
equivalent figure, however, does not include the potential effect of any
local (including, but not limited to, county, district or city) taxes,
including applicable surcharges.  In addition, there may be pending
legislation which could affect such stated tax rates or yields.  Each
investor should consult its tax adviser, and consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant
tax equivalent yield.


     The average annual total return for the periods indicated for Class A
of each Series was as follows:

<TABLE>
<CAPTION>


                      1-year period           5-year period           10-year period
Name of Series        ended April 30, 1999    ended April 30, 1999    ended April 30, 1999
______________        ____________________    ____________________    ____________________
<S>                          <C>                       <C>                     <C>
Connecticut Series            %                          %                      %
Florida Series
Georgia Series                                                                 1
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina  Series                                                         2
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series                                                                2
____________________________

1    For the 6.66 year period ended April 30, 1999.
2    For the 7.75 year period ended April 30, 1999.

</TABLE>

     The average annual total return for the periods indicated since the initial
     offering for Class B of each Series was as follows:

<TABLE>
<CAPTION>


                      1-year period           5-year period           10-year period
Name of Series        ended April, 30, 1999   ended April 30, 1999    ended April 30, 1999
_____________         _____________________   ____________________    ____________________
<S>                         <C>                        <C>                <C>
Connecticut Series          %                          %                  %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series

</TABLE>

     The average annual total return for the periods indicated since the initial
     offering for Class C of each Series was as follows:



                      1-year period           710-year period
Name of Series        ended April 30, 1999    ended April 30, 1999
______________        ____________________    ____________________

Connecticut Series     %                              %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series                                   1
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series
___________________________
1    For the 3.41 year period ended April 30, 1999.


     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' average
annual total return figures calculated in accordance with such formula
assume 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 May 28, 1987 through April 30, 1999
(except where indicated) for Class A of each Series was as follows:



                     Based on Maximum       Based on Net Asset
Name of Series        Offering Price              Value
______________       _________________      __________________

Connecticut Series      %                                  %
Florida Series
Georgia Series1
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series(2)
North Carolina Series(3)
Ohio Series
Pennsylvania Series(4)
Texas Series
Virginia Series(3)
____________________________

1    For the period from September 3, 1992 (commencement of operations)
     through April 30, 1999.
2    For the period from May 4, 1994 (commencement of operations) through
     April 30, 1999.
3    For the period from August 1, 1991 (commencement of operations) through
     April 30, 1999.
4    For the period from July 30, 1987 (commencement of operations) through
     April 30, 1999.


     The total return for the period January 15, 1993 to April 30, 1999
(except where indicated) for Class B of each Series was as follows:

                       Based on Net      Based on
Name of Series         Asset Value     Maximum CDSC
______________         ____________    ____________

Connecticut Series          %               %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series1
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series
___________________________________

1    For the period May 4, 1994 (commencement of operations) to April 30,
     1999.


     The total return for the period August 15, 1995 to April 30, 1999
(except where indicated) for Class C of each Series was as follows:


Name of Series       Based on Net Asset Value*
______________       _________________________

Connecticut Series           %
Florida Series
Georgia Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series1
North Carolina Series
Ohio Series
Pennsylvania Series
Texas Series
Virginia Series
___________________________________
*    No CDSC is charged Class C shares after one year of purchase.
1    For the period December 4, 1995 (commencement of operations) to April
     30, 1998.


     Total return is calculated by subtracting the amount of the Series' 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 any applicable CDSC), and dividing the
result by the net asset value (maximum offering price in the case of Class
A) 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 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.


     On March 31, 1997, the New Jersey Series commenced operations through a
transfer of assets from the New Jersey Series of Premier Insured Municipal
Bond Fund (the "Insured New Jersey Fund").  The performance information
provided above for periods prior to such date for the New Jersey Series is
for the Insured New Jersey Fund and reflects the fact that for such periods,
the Insured New Jersey Fund was required to invest (i) at least 65% of the
value of its total assets in Municipal Obligations insured as to timely
payment of principal and interest by recognized insurers of Municipal
Obligations and (ii) in Municipal Obligations rated no lower than Baa by
Moody's or BBB by S&P and Fitch.


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


     Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Lipper Analytical
Services, Inc., Moody's Bond Survey Bond Index, Lehman Brothers Municipal
Bond Index, Morningstar, Inc. and other industry publications.  Advertising
materials for the Fund may refer to or discuss then-current or past economic
conditions, developments and/or events, including those relating to actual
or proposed tax legislation.  From time to time, advertising materials for
the Fund also may refer to statistical or other information concerning
trends relating to investment companies, as compiled by industry
associations such as the Investment Company Institute, and to Morningstar
ratings and related analysis supporting such ratings.


     The Fund may compare its performance, directly as well as against
inflation, with that of other instruments, such as short-term Treasury bills
(which are direct obligations of the U.S. Government), FDIC-insured bank
money market accounts and FDIC-insured fixed-rate certificates of deposit.
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, advertising materials 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 an 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


     Each 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.


     The Fund is organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts.  Under Massachusetts law,
shareholders could, under certain circumstances, 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 a Series' property for all losses and expenses of any
shareholder held personally liable for the obligations of the Series.  Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Series itself would be
unable to meet its obligations, a possibility which management believes is
remote.  Upon payment of any liability incurred by the Series, the
shareholder paying such liability will be entitled to reimbursement from the
general assets of the Series.  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 Series.


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


     The Fund is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes.  A shareholder of
one portfolio is not deemed to be a shareholder of any other portfolio.  For
certain matters shareholders vote together as a group; as to others they
vote separately by portfolio.


     To date, the Board has authorized the creation of thirteen Series of
shares.  All consideration received by the Fund for shares of one of the
Series, and all assets in which such consideration is invested, will belong
to that Series (subject only to the rights of creditors of the Fund) and
will be subject to the liabilities related thereto.  The income attributable
to, and the expenses of, one Series would be treated separately from those
of the other Series.  The Fund has the ability to create, from time to time,
new series without shareholder approval.


     Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of any
investment company, such as the Fund, will not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter.  Rule 18f-2
further provides that a series shall be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of such series.
However, the rule exempts the selection of independent accountants and the
election of Board members from the separate voting requirements of the rule.


     Each Series is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term
market movements.  A pattern of frequent purchases and exchanges can be
disruptive to efficient portfolio management and, consequently, can be
detrimental to the Series' performance and its shareholders.  Accordingly,
if the Fund's management determines that an investor is following a market-
timing strategy or is otherwise engaging in excessive trading, the Fund,
with or without prior notice, may temporarily or permanently terminate the
availability of Fund Exchanges, or reject in whole or part any purchase or
exchange request, with respect to such investor's account.  Such investors
also may be barred from purchasing other funds in the Dreyfus Family of
Funds.  Generally, an investor who makes more than four exchanges out of a
Series during any calendar year or who makes exchanges that appear to
coincide with a market-timing strategy may be deemed to be engaged in
excessive trading.  Accounts under common ownership or control will be
considered as one account for purposes of determining a pattern of excessive
trading.  In addition, the Fund may refuse or restrict purchase or exchange
requests for shares by any person or group if, in the judgment of the Fund's
management, the Series 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 Series receives or anticipates receiving
simultaneous orders that may significantly affect the Series (e.g., amounts
equal to 1% or more of the Series' 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.  A Series 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 Series.  The Fund's policy on
excessive trading applies to investors who invest in a Series 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 Series' 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.


     To offset the relatively higher costs of servicing smaller accounts,
the Fund will charge regular accounts with balances below $2,000 an annual
fee of $12.  The valuation of accounts and the deductions are expected to
take place during the last four months of each year.  The fee will be waived
for any investor whose aggregate Dreyfus mutual fund investments total at
least $25,000, and will not apply to IRA accounts or to accounts
participating in automatic investment programs or opened through a
securities dealer, bank or other financial institution, or to other
fiduciary accounts.


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

     The Manager's legislative efforts led to the 1976 Congressional
Amendment to the Code permitting an incorporated mutual fund to pass through
tax exempt income to its shareholders.  The Manager offered to the public
the first incorporated tax exempt fund and currently manages or administers
over $24 billion in tax exempt assets.




                      COUNSEL AND INDEPENDENT AUDITORS




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


    _________________, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the
Company.



                                 APPENDIX A

                          RISK FACTORS -- INVESTING
                       IN STATE MUNICIPAL OBLIGATIONS

     The following information constitutes only a brief summary, does not
purport to be a complete description, and is based primarily on information
drawn from official statements relating to securities offerings of the
relevant State available as of the date of this Statement of Additional
Information.  While the Fund has not independently verified this
information, it has no reason to believe that such information is not
correct in all material respects.

     Connecticut Series................................. B-47
     Florida Series..................................... B-50
     Georgia Series..................................... B-54
     Maryland Series.................................... B-59
     Massachusetts Series............................... B-61
     Michigan Series.................................... B-63
     Minnesota Series................................... B-67
     New Jersey Series.................................. B-73
     North Carolina Series.............................. B-75
     Ohio Series........................................ B-81
     Pennsylvania Series................................ B-87
     Texas Series....................................... B-94
     Virginia Series.................................... B-100

Connecticut Series

     Manufacturing has historically been of prime economic importance to
Connecticut.  The State's manufacturing industry is diversified, with
transportation equipment (primarily aircraft engines, helicopters and
submarines) as the dominant industry, followed by non-electrical machinery,
fabricated metal products and electrical machinery.  As a result of a rise
in employment in service-related industries and a decline in manufacturing
employment, however, manufacturing accounted for only 17.39% of total non-
agricultural employment in Connecticut in 1996.  Defense-related business
represents a relatively high proportion of the manufacturing sector.  On a
per capita basis, defense awards to Connecticut have traditionally been
among the highest in the nation, and reductions in defense spending have had
a substantial adverse impact on Connecticut's economy.

     The average annual unemployment rate in Connecticut increased from a
low of 3.0% in 1988 to a high of 7.6% in 1992 and, after a number of
important changes in the method of calculation, was reported to be 5.8% in
1996.  Average per capita personal income of Connecticut residents increased
in every year from 1987 to 1996, rising from $21,592 to $33,875.  However,
pockets of significant unemployment and poverty exist in several Connecticut
cities and towns.

     At the end of the 1990-1991 fiscal year, the General Fund had an
accumulated unappropriated deficit of $965,712,000.  For the six fiscal
years ended June 30, 1997, the General Fund ran operating surpluses, based
on the State's budgetary method of accounting, of approximately
$110,200,000, $113,500,000, $19,700,000, $80,500,000, $250,000,000, and
$262,600,000, respectively.  General Fund budgets for the biennium ending
June 30, 1999, were adopted in 1997.  General Fund expenditures and revenues
are budgeted to be approximately $9,550,000,000 and $9,700,000,000 for the
1997-1998 and 1998-1999 fiscal years, respectively, an increase of more than
35% from the budgeted expenditures of approximately $7,008,000,000 for the
1991-1992 fiscal year.

     During 1991 the State issued a total of $965,710,000 Economic Recovery
Notes.  The notes were to be payable no later than June 30, 1996, but as
part of the budget adopted for the biennium ending June 30, 1997, payment of
the notes scheduled to be paid during the 1995-1996 fiscal year was
rescheduled to be made over the four fiscal years ending June 30, 1999.  The
outstanding notes were $157,055,000 as of December 1, 1997.

     The State's primary method for financing capital projects is through
the sale of general obligation bonds.  These bonds are backed by the full
faith and credit of the State.  As of December 1, 1997, the State had
authorized direct general obligation bond indebtedness totaling
$11,460,239,000, of which $10,159,950,000 had been approved for issuance by
the State Bond Commission and $9,181,272,000 had been issued.  As of
December 1, 1997, State direct general obligation indebtedness outstanding
was $6,475,986,251.

     In 1995, the State established the University of Connecticut as a
separate corporate entity to issue bonds and construct certain
infrastructure improvements.  The University is authorized to issue bonds
totaling $962,000,000 to finance the improvements.  The University's bonds
will be secured by a State debt service commitment, the aggregate amount of
which is limited to $382,000,000 for bonds issued in the four fiscal years
ending June 30, 1999, and $580,000,000 for bonds issued in the six fiscal
years ending June 30, 2005.

     In addition, the State has limited or contingent liability on a
significant amount of other bonds.  Such bonds have been issued by the
following quasi-public agencies:  the Connecticut Housing Finance Authority,
the Connecticut Development Authority, the Connecticut Higher Education
Supplemental Loan Authority, the Connecticut Resources Recovery Authority
and the Connecticut Health and Educational Facilities Authority.  Such bonds
have also been issued by the cities of Bridgeport and West Haven and the
Southeastern Connecticut Water Authority.  As of December 1, 1997, the
amount of bonds outstanding on which the State has limited or contingent
liability totaled $4,000,900,000.

     In 1984, the State established a program to plan, construct and improve
the State's transportation system (other than Bradley International
Airport).  The total cost of the program through June 30, 2002, is currently
estimated to be $12.3 billion, to be met from federal, state, and local
funds.  The State expects to finance most of its $5.1 billion share of such
cost by issuing $4.6 billion of special tax obligation ("STO") bonds.  The
STO bonds are payable solely from specified motor fuel taxes, motor vehicle
receipts, and license, permit and fee revenues pledged therefor and credited
to the Special Transportation Fund, which was established to budget and
account for such revenues.

     As of July 1, 1998, the General Assembly had authorized $4,489,200,000
of such STO bonds, of which $3,894,700,000 new money borrowings had been
issued.  It is anticipated that additional STO bonds will be authorized
annually in amounts necessary to finance and to complete the infrastructure
program.  Such additional bonds may have equal rank with the outstanding
bonds provided certain pledged revenue coverage requirements are met.  The
State expects to continue to offer bonds for this program.

     The State's general obligation bonds are rated AA- by Standard & Poors
and Aa3 by Moody's. On March 17, 1995, Fitch reduced its ratings of the
State's general obligation bonds from AA+ to AA.

     The State, its officers and its employees are defendants in numerous
lawsuits.  Although it is not possible to determine the outcome of these
lawsuits, the Attorney General has opined that an adverse decision in any of
the following cases might have a significant impact on the State's financial
position:  (i) a class action by the Connecticut Criminal Defense Lawyers
Association claiming a campaign of illegal surveillance activity and seeking
damages and injunctive relief; (ii) an action on behalf of all persons with
traumatic brain injury who have been placed in certain State hospitals,
claiming that their constitutional rights are violated by placement in State
hospitals alleged not to provide adequate treatment and training, and
seeking placement in community residential settings with appropriate support
services; (iii) litigation involving claims by Indian tribes to a portion of
the State's land area; and (iv) an action by certain students and
municipalities claiming that the State's formula for financing public
education violates the State's Constitution and seeking a declaratory
judgment and injunctive relief.

     As a result of litigation on behalf of black and Hispanic school
children in the City of Hartford seeking "integrated education" within the
Greater Hartford metropolitan area, on July 9, 1996, the State Supreme Court
directed the legislature to develop appropriate measures to remedy the
racial and ethnic segregation in the Hartford public schools.  The fiscal
impact of this decision might be significant but is not determinable at this
time.

     General obligation bonds issued by municipalities are payable primarily
from ad valorem taxes on property located in the municipality.  A
municipality's property tax base is subject to many factors outside the
control of the municipality, including the decline in Connecticut's
manufacturing industry.  Certain Connecticut municipalities have experienced
severe fiscal difficulties and have reported operating and accumulated
deficits.  The most notable of these is the City of Bridgeport, which filed
a bankruptcy petition on June 7, 1991.  The State opposed the petition.  The
United States Bankruptcy Court for the District of Connecticut held that
Bridgeport has authority to file such a petition but that its petition
should be dismissed on the grounds that Bridgeport was not insolvent when
the petition was filed.  State legislation enacted in 1993 prohibits
municipal bankruptcy filings without the prior written consent of the
Governor.

     In addition to general obligation bonds backed by the full faith and
credit of the municipality, certain municipal authorities finance projects
by issuing bonds that are not considered to be debts of the municipality.
Such bonds may be repaid only from revenues of the financed project, the
revenues from which may be insufficient to service the related debt
obligations.

     Regional economic difficulties, reductions in revenues and increases in
expenses could lead to further fiscal problems for the State and its
political subdivisions, authorities and agencies. Difficulties in payment of
debt service on borrowings could result in declines, possibly severe, in the
value of their outstanding obligations, increases in their future borrowing
costs, and impairment of their ability to pay debt service on their
obligations.

Florida Series

     Revenues and Expenditures.  Financial operations of the State of
Florida covering all receipts and expenditures are maintained through the
use of three funds:  General Revenue Fund, Trust Funds and Working Capital
Fund.  The General Revenue Fund receives the majority of State tax revenues.
The Trust Funds consist of monies received by the State which under law or
trust agreement are segregated for a purpose authorized by law.  Revenues in
the General Revenue Fund which are in excess of the amount needed to meet
appropriations may be transferred to the Working Capital Fund.  Beginning in
1993-94, the Florida Constitution requires that the State establish a Budget
Stabilization Fund.  This fund is to contain a balance of at least 1% of the
previous year's net General Revenue collections in 1994-95, 2% in 1995-96,
3% in 1996-97, 4% in 1997-98 and 5% in 1998-99 and thereafter.  These moneys
can be only spent for the purpose of covering revenue shortfalls and for
emergency purposes as defined by general law.  Implementing legislation
establishing this fund was enacted during the 1994 Session of the Florida
legislature.

     In November of 1994, Florida voters approved an amendment to the
Florida Constitution which set forth limitations on revenue collections by
the State.  With certain exceptions, State revenues collected for any fiscal
year are limited to State revenues allowed under the amendment for the prior
fiscal year plus an adjustment for growth.

     As used in the amendment, "growth" means an amount equal to the average
annual rate of growth in Florida personal income over the most recent twenty
quarters times the State revenues allowed under the amendment for the prior
fiscal year.  For the 1996-1997 fiscal year, the State revenues allowed
under the amendment for the prior fiscal year shall equal the State revenues
collected for the 1995-1996 fiscal year.  Florida personal income will be
determined by the Legislature, from information available from the United
States Department of Commerce or its successor on the first day of February
prior to the beginning of the fiscal year.  State revenues collected for any
fiscal year in excess of this limitation will be transferred to the Budget
Stabilization Fund until the fund reaches the maximum balance specified
above, and thereafter shall be refunded to taxpayers as provided by general
law.  State revenues allowed under the amendment for any fiscal year may be
increased by a two-thirds vote of the membership of each house of the
Florida Legislature.

     For purposes of the amendment "State revenues" means taxes, fees,
licenses, and charges for services imposed by the Legislature on
individuals, businesses, or agencies outside State government.  However,
"State revenues" does not include: revenues that are necessary to meet the
requirements set forth  in documents authorizing the issuance of bonds by
the State; revenues that are used to provide matching funds for the federal
Medicaid program with the exception of the revenues used to support the
Public Medical Assistance Trust Fund or its successor program and with the
exception of State matching funds used to fund elective expansions made
after July 1, 1994; proceeds from the State Lottery returned as prizes;
receipts of the Florida Hurricane Catastrophe Fund; balances carried forward
from prior fiscal years; taxes, licenses, fees and charges for services
imposed by local, regional, or school district governing bodies; or revenue
from taxes, licenses, fees and charges for services required to be imposed
by any amendment or revision to the Constitution after July 1, 1994.  An
adjustment to the revenue limitation will be made by general law to reflect
the fiscal impact of transfers of responsibility for the funding of
governmental functions between the State and other levels of government.

     The amendment became effective January 1, 1995.

     The Florida Constitution and Statutes mandate that the State budget as
a whole, and each separate fund within the State budget, be kept in balance
from currently available revenues each State fiscal year.

     Florida ended fiscal years 1995-96 and 1996-97 with General Revenue
plus Working Capital Funds unencumbered reserves of approximately $293.3
million and $440.5 million, respectively.  Estimated fiscal year 1996-97
General Revenue plus Working Capital Funds available total $19.17 billion.
Total effective appropriations for the 1996-97 fiscal year are estimated at
$16.719 billion, resulting in estimated unencumbered reserves of $316.2
million at the end of the fiscal year.

     In fiscal year 1996-97, the State derived approximately 60% of its
total direct revenues from the General Revenue Fund, Trust Funds and Working
Capital Fund from State taxes.  Federal grants and other special revenues
accounted for the remaining revenues.  Major sources of tax revenues to the
General Revenue Fund are the sales and use tax, corporate income tax, and
beverage tax, which amounted to 62%, 6.5% and 2.8%, respectively, of total
General Revenue Fund receipts.

     State expenditures are categorized for budget and appropriation
purposes by type of fund and spending unit, which are further subdivided by
line item.  In fiscal year 1996-97, expenditures from the General Revenue
Fund for education, health and welfare and public safety amounted to
approximately 28%, 34% and 8%, respectively, of total General Revenues.

     Sales and Use Tax.  The greatest single source of tax receipts in
Florida is the sales and use tax.  The sales tax is 6% of the sales price of
tangible property sold at retail in the State.  The use tax is 6% of the
cost price of tangible personal property when the same is not sold but is
used, or stored for use, in the State.  The use tax also applies to the use
in the State of tangible personal property purchased outside Florida which
would have been subject to the sales tax if purchased from a Florida dealer.
Less than 10% of the sales tax is designated for local governments and is
distributed to the respective counties in which it is collected for use by
such counties and municipalities therein.  In addition to this distribution,
local governments may (by referendum) assess a .5% or 1% discretionary sales
surtax within their county.  Proceeds from this local option sales tax are
earmarked for funding local infrastructure programs and acquiring land for
public recreation or conservation or protection of natural resources.  In
addition, non-consolidated counties with populations in excess of 800,000
may levy a local option sales tax to fund indigent health care.  This tax
rate may not exceed .5% and the combined levy of the indigent health care
surtax and the infrastructure surtax described above may not exceed 1%.
Furthermore, charter counties which adopted a charter prior to June 1, 1976,
and each county with a consolidated county/municipal government, may (by
referendum) assess up to a 1% discretionary sales surtax within their
county.  Proceeds from this tax are earmarked for the development,
construction, maintenance and operation of a fixed guideway rapid transit
system or may be remitted to an expressway or transportation authority for
use on country roads and bridges, for a bus system, or to service bonds
financing roads and bridges.  The two taxes, sales and use, stand as
complements to each other, and taken together provide a uniform tax upon
either the sale at retail or the use of all tangible personal property
irrespective of where it may have been purchased.  This tax also includes a
levy on the following:  (i) rentals of tangible personal property, transient
lodging and non-residential real property; (ii) admissions to places of
amusements, most sports and recreation events; (iii) utilities, except those
used in homes; and (iv) restaurant meals.  Exemptions include:  groceries;
medicines; hospital rooms and meals; fuels used to produce electricity;
purchases by religious, charitable and educational nonprofit institutions;
most professional, insurance and personal service transactions; apartments
used as permanent dwellings; the trade-in value of motor vehicles; and
residential utilities.

     All receipts of the sales and use tax, with the exception of the tax on
gasoline and special fuels, are credited to either the General Revenue Fund,
the Solid Waste Management Trust Fund, or countries and cities.  For the
State fiscal year which ended June 30, 1997, receipts from this source were
$12.113 billion, an increase of 8% from fiscal year 1995-96.

     Motor Fuel Tax.  The second largest source of State tax receipts is the
tax on motor fuels.  Preliminary data show collections from this source in
the State fiscal year ended June 30, 1997, were $1.438 billion.  However,
these revenues are almost entirely dedicated trust funds for specific
purposes and are not included in the State General Revenue Fund.

     State and local taxes on motor fuels (gasoline and special fuel)
include several distinct fuel taxes:  (i) the State sales tax on motor
fuels, levied at 6% of the average retail price per gallon of fuel, not to
fall below 6.9 cents per gallon; (ii) the State excise tax of four cents per
gallon of motor fuel, proceeds distributed to local governments; (iii) the
State Comprehensive Enhanced Transportation System (SCETS) tax, which is
levied at a rate in each county equal to two-thirds of the sum of the
county's local option motor fuel taxes; and (iv) local option motor fuel
taxes, which may range between one cent to seven cents per gallon.

     Alcoholic Beverage Tax.  Florida's alcoholic beverage tax is an excise
tax on beer, wine, and liquor.  This tax is one of the State's major tax
sources, with revenues totalling $553.9 million in State fiscal year ended
June 30, 1997.  Alcoholic beverage receipts declined from the previous
year's total.  The revenues collected from this tax are deposited into the
State's General Revenue Fund.

     The 1990 Legislature established a surcharge on alcoholic beverages.
This cargo is levied on alcoholic beverages sold for consumption on
premises.  The surcharge is at ten cents per ounce of liquor, ten cents per
four ounces of wine, four cents per twelve ounces of beer.  Most of these
proceeds are deposited into the General Revenue Fund.  In fiscal 1996-97 a
total of $98.3 million was collected.

     Corporate Income Tax.  Pursuant to an amendment to the State
Constitution, the State Legislature adopted, effective January 1, 1972, the
"Florida Income Tax Code" imposing a tax upon the net income of
corporations, organizations, associations and other artificial entities for
the privilege of conducting business, deriving income or existing within the
State.  This tax does not apply to natural persons who engage in a trade or
business or profession under their own or any fictitious name, whether
individually as proprietorships or in partnerships with others, estates of
decedents or incompetents, or testamentary trusts.

     The tax is imposed in an amount equal to 5.5% of the taxpayer's net
corporate income for the taxable year, less a $5,000 exemption, as defined
in such Code.  Net income is defined by the Code as that share of a
taxpayer's adjusted Federal income for such year which is apportioned to the
State of Florida.  Apportionment is by weighted factors of sales (50%),
property (25%) and payroll (25%).  All business income is apportioned and
non-business income is allocated to a single jurisdiction, usually the State
of commercial domicile.

     All receipts of the corporate income tax are credited to the General
Revenue Fund.  For the fiscal year ended June 30, 1997, receipts from this
source were $1.358 billion, an increase of 25% from fiscal year 1995-96.

     Documentary Stamp Tax.  Deeds and other documents relating to a realty
are taxed at 70 cents per $100 of consideration, while corporate shares,
bonds, certificates of indebtedness, promissory notes, wage assignments and
retail charge accounts are taxed at 35 cents per $100 of consideration.
Documentary stamp tax collections totalled $864.2 million during fiscal year
1996-97, posting a 9% increase from the previous fiscal year.  The General
Revenue Fund receives approximately 2% of documentary stamp tax collections.

     Gross Receipts Tax.  Effective July 1, 1992, the tax rate was increased
from 2.25% to 2.5% of the gross receipts of electric, natural gas and
telecommunications services.  All gross receipts utilities collections are
credited to the Public Education Capital Outlay and Debt Service Trust Fund.
In fiscal year 1996-97, gross receipts utilities tax collections totalled
$585.4 million, an increase of 7% over the previous fiscal year.

     Intangible Personal Property Tax.  This tax is levied on two distinct
bases:  (i) stocks, bonds, including bonds secured by Florida realty, notes,
government leaseholds, interests in limited partnerships registered with the
SEC, and other miscellaneous intangible personal property not secured by
liens on Florida realty are taxed annually at a rate of 2 mills, (ii)
mortgages and other obligations secured by liens on Florida realty, taxed
with a non-recurring 2 mill tax.

     Of the tax proceeds, 33.5% is distributed to the Municipal Revenue
Sharing Trust Fund.  The remainder is distributed to the General Reserve
Fund.

     Fiscal year 1996-97 total intangible personal property tax collections
were $980.9 million, a 5% increase over the prior year.

     Severance Taxes.  The severance tax includes the taxation of oil, gas
and sulfur production and a tax on the severance of primarily phosphate rock
and other solid minerals.  Total collections from severance taxes totalled
$64.68 million during fiscal year 1996-97, up 42% from the previous fiscal
year.

     Lottery.  The 1987 Legislature created the Department of the Lottery to
operate the State Lottery and setting forth the allocation of the revenues.
Of the revenues generated by the Lottery, 50% is to be returned to the
public as prizes; at least 38% is to be deposited in the Educational
Enhancement Trust Fund (for public education); and no more than 12% can be
spent on the administrative cost of operating the lottery.

     Fiscal year 1996-97 produced ticket sales of $943.1 billion of which
education received approximately $805.39 million.

Georgia Series

     Georgia's economy grew rapidly in the 1980s, resulting in a general
fund reserve.  Although the State's economy incurred a slowdown in the early
1990's which effectively eliminated the general fund reserve, revenues once
again began to exceed appropriations in fiscal 1993.  The State's revenue
shortfall reserve at the end of Fiscal 1997 was approximately $333 million,
and revenues are estimated to exceed expenditures for Fiscal 1998.

     Georgia's unemployment rate was 4.4% for 1997 which is a decrease of
0.1% over the State's 1996 annual average unemployment rate.  The largest
sectors of Georgia's economy are wholesale and retail trade, services,
manufacturing and government.  Per capita income levels are less than the
U.S. average (94% of the U.S. average in 1997), but Georgia's average annual
growth rate of per capita income has exceeded that of the United States as a
whole since 1960.

     Constitutional Provisions.  Georgia's Constitution limits the
appropriation of funds for any given fiscal year to the sum of the amount of
unappropriated surplus expected to have accrued at the beginning of the
fiscal year and the amount not greater than the total receipts anticipated,
less refunds, as estimated.  The State Constitution provides for
supplementary appropriations in accordance with its provisions as well.

     Georgia may incur public debt to supply a temporary deficit due to a
delay in collecting the taxes of that fiscal year.  Such debt may not
exceed, in the aggregate, 5% of the total revenue receipts, less refunds, in
the fiscal year immediately preceding the year in which such debt is
incurred.  The debt incurred is to be repaid on or before the last day of
the fiscal year in which it is incurred out of taxes levied for that fiscal
year.  No such debt may be incurred in any fiscal year under this provision
if there is then outstanding unpaid debt from any previous fiscal year which
was incurred to supply a temporary deficit.  No such debt has been incurred
under this provision since its inception.

     The State Constitution also provides that the State may incur public
debt for three types of public purposes:  (1) debt to "repel invasion,
suppress insurrection, and defend the State in time of war;" (2) general
obligation debt and (3) guaranteed revenue debt.  General obligation debt
may be incurred to acquire, construct, develop, extend, enlarge or improve
land, waters, property, highways, buildings, structures, equipment or
facilities of the State, its agencies, departments, institutions and certain
State Authorities, to provide educational facilities for county and
independent school systems, to provide public library facilities for county
and independent school systems, counties, municipalities, and boards of
trustees of public libraries or boards of trustees of public library
systems, and to make loans to counties, municipal corporations, political
subdivisions, local authorities and other local government entities for
water and sewerage facilities or systems.  Guaranteed revenue debt may be
incurred by guaranteeing the payment of certain revenue obligations issued
by an instrumentality of the State as set forth in its Constitution.

     Georgia may not incur debt at any time when the highest aggregate
annual debt service requirements for the then current year or any subsequent
year for outstanding general obligation debt and guaranteed revenue debt,
including the proposed debt, and the highest aggregate annual payments for
the then current year or any subsequent fiscal year of the State under
certain contracts then in force, exceed 10% of the total revenue receipts,
less refunds, of the State treasury in the fiscal year immediately preceding
the year in which any such debt is to be incurred.  No general obligation
debt may be incurred at any time when the term of the debt is in excess of
25 years.

     The State Constitution also provides that Georgia counties,
municipalities, and other political subdivisions may not incur debt
(including debt incurred on behalf of any special district) in excess of 10%
of the assessed value of all taxable property within such county,
municipality, or political subdivision. However, a separate provision of the
State Constitution permits certain long-term, intergovernmental contracts
for services and facilities.  The Georgia Supreme Court has held that
certain categories of intergovernmental contracts give rise to payment
obligations which are not "debts" subject to the 10% debt limitation.  It is
possible that the intergovernmental contracts clause could be used by local
governments to justify entering into transactions which increase their
financial obligations, and such transactions could result in increasing the
credit risk associated with debt obligations issued by such governmental
units.

     Revenues and Expenditures.  Georgia's major revenue sources are its
sales tax and its income tax. The State also receives revenues from its
motor fuels tax, from miscellaneous fees and sales, from other taxes (such
as the intangibles tax, alcohol taxes, inheritance tax, and license taxes),
and from the State lottery.  Unaudited information from the Georgia Revenue
Department indicates that revenues from these sources increased 7% in fiscal
year 1997 from fiscal year 1996, and that these revenue sources generated
the following percentages of total Georgia State revenue in fiscal year
1997:

          Sales Tax                      33%
          Income Tax                     47%
          Motor Fuels Tax                 5%
          Lottery                         4%
          Other Taxes                    11%
          TOTAL                         100%

     State expenditures are classified by major policy category for
budgetary purposes.  In the fiscal year 1998 operating budget, Georgia
expenditures for educational development, human resources, protection of
persons and property, and transportation amounted to 56.4%, 22%, 6%, and 5%,
respectively, of total budgeted expenditures.  Debt service for issued
obligations accounts for 3% of total budgeted expenditures for fiscal year
1998.

     The aggregate general obligation debt and guaranteed revenue debt
authorized by the State General Assembly as of May 31, 1998 is $8.5 billion
and $200 million, respectively.  The aggregate amount of general obligation
debt and guaranteed revenue debt actually outstanding, as of May 31, 1998,
is $4.7 billion.  Of this outstanding debt, 29.9% is due and payable on or
before May 31, 2003 and 62.4% is due and payable on or before May 31, 2008.

     Significant Contingent Liabilities.  The State from time to time is
named as a party in certain lawsuits, which may or may not have a material
adverse impact on the financial position of the State if decided in a manner
adverse to the State's interests.  Certain of such lawsuits which could have
a significant impact on the State's financial position are summarized below.

      Abbott  Laboratories v. Georgia Department of Administrative Services,
et  al.,  Fulton Superior Court Civil Action No. E-65451.  The plaintiff  is
seeking   unspecified  damages  against  the  Department  of  Administrative
Services  ("DOAS")  and the Department of Human Resources  under  breach  of
contract  and  promissory estoppel theories.  The case arises out  of  DOAS'
issuance of a notice of award to Abbott Laboratories, Ross Products Division
in  connection with the WIC Infant Formula Rebate Program.  The Director  of
State  Purchasing subsequently ordered cancellation of the notice  of  award
and rebid because of conflicting information that created a contradiction in
the   bidding  specifications.   The  damages  sought  are  unspecified  and
speculative.   Discovery is ongoing in this matter.  The  State  intends  to
file a motion for summary judgment at the close of discovery.

     Age International, Inc. v. State (two cases)  Two suits for refund have
been filed against the State of Georgia by out-of-state producers of
alcoholic beverages.  The first suit for refund seeks $96 million dollars in
refunds of alcohol taxes imposed under Georgia's post-Bacchus (468 US 263)
statute, O.C.G.A.  3-4-60.  These claims constitute 99% of all such taxes
paid during the 3 years preceding these claims.  In addition, the claimants
have filed a second suit for refund for an additional $23 million dollars
for later time periods.  These two cases encompass all known or anticipated
claims for refund of such type within the apparently applicable statutes of
limitations for the years in question, i.e., 1989 through January 1993.  The
trial court has granted the State's motives for summary judgment and the
claimants have requested that the trial court extend the time for filing a
notice of appeal from such decisions.


     Cobb County, et al. v. Georgia, et al., Fulton Superior Court Civil
Action No. E-67414 (filed March 5, 1998) and DeKalb County, et al. v.
Georgia, et al., Fulton Superior Court Civil Action No. E-67520 (filed
March 13, 1998).  In related cases, each County and certain of its officials
has sued the State of Georgia, the Department of Revenue, Zell Miller (in
his official capacity as Governor), T. Jerry Jackson (in his personal
capacity and in his official capacity as Revenue Commissioner), Claude L.
Vickers (in his personal capacity and in his official capacity as State
Auditor), and the Department of Audits (collectively "the State") in
connection with the State's collection and distribution of special local
option sales taxes to the counties.  In Cobb, the County sought an
accounting, a writ of mandamus, injunctive relief and additional relief
based upon theories of unjust enrichment and bailment.  Cobb's claims
related to the State's administration of state and local option sales taxes
from April 1, 1995 to the present.  Cobb sought $19 million in relief.  In
DeKalb, the County asserts similar grounds for relief with the addition of a
claim for declaratory relief.  DeKalb's claims relate to the State's
administration of state and local option sales taxes from July 1, 1997 to
the present.  DeKalb seeks unspecified monetary relief but estimates a
shortfall in distributions from the State of $15 million.  The State filed
motions to dismiss in both cases and additionally, in Cobb, filed a
counterclaim against the County for $10.4 million.  The trial court has
granted the State's motions to dismiss in both actions.  DeKalb County has
appealed this ruling, claiming that certain of its claims were meritorious
and seeking to litigate those claims.  The State believes that the period
for Cobb County to appeal has lapsed, although a motion by Cobb County
remains pending in the trial court.  The State intends to contest all claims
against it vigorously.  The State believes that the substance of Plaintiff's
claims in both cases is unsubstantiated.

     George Jackson, et al. v. Georgia Lottery Corporation, Fulton Superior
Court Civil Action No. E-50303, filed August 26, 1996.  Plaintiffs sought a
court order declaring that two games sponsored by the Georgia Lottery
Corporation, "Quick Cash" and "Cash Three", are unconstitutional and
enjoining the lottery from further offering of these games.  Plaintiffs also
sought the return of all monies played on these games during a specified
period, approximately $1,703,462,781.  On an interlocutory appeal, the
Georgia Court of Appeals ruled that the Lottery Corporation does not have
sovereign immunity but ruled for the Corporation on the merits.  The
Plaintiffs petitioned for a writ of certiorari to the Supreme Court of
Georgia, and the Supreme Court denied the petition.  The remittitur of the
Court of Appeals has been returned to the trial court.

     Georgia Department of Administrative Services, et al. v. Abbensett, et
al., Gwinnett Superior Court Civil Action No. 96A-0395-16.  This case arises
in the context of a declaratory judgment action brought by the State of
Georgia and counterclaims filed by the defendants.  A young professional
woman and mother was killed in an automobile accident when her car collided
with another vehicle.  The other vehicle was a state-owned vehicle driven by
an employee of a for-profit corporation, which had contracted Fulton County,
Georgia, to provide a transportation service.  Fulton, County had a contract
with the Atlanta Regional Commission concerning the transportation service
program, and the Atlanta Regional Commission, in turn, had a contract with
the Georgia Department of Human Resources.  In June, 1996, the Georgia
Department of Human Resources and the Georgia Department of Administrative
Services brought declaratory judgment actions against the decedent's estate
and others to assert the absence of any duty to insure the second driver.
In August, 1996, the estate and other parties filed counter-claims for
wrongful death.  The State's self-insurance program and the State's vehicle
insurer have settled with the decedent's estate in a total amount of
$675,000; the State's share was $175,000.  The State is currently engaged in
settlement negotiations as to all but one of the remaining claims, which are
not expected to exceed the $175,000 amount already paid out.  As to the
other remaining claim of the for-profit corporation involved, the State
believes that it has good and adequate defenses and intends to defend
vigorously.

     W.J. Luke, an individual, v. Georgia Department of Natural Resources,
et al., Fulton Superior Court Civil Action No. E-62384.  This civil action
was filed in October, 1997, on behalf of W.J. Luke and all other
contributors to the Georgia Underground Storage Tank Trust Fund, established
under the Georgia Underground Storage Tank Act, O.C.G.A. 12-13-1, et seq.,
for refund of all monies collected under that Act, interest, and attorney's
fees.  From the time of its inception in 1988 to the present, the Fund has
collected approximately $82 million. The State believes that it has
substantial defenses to assert and intends to defend the case vigorously.
The State was granted a motion to dismiss the action, on the grounds that no
justiciable controversy exists, and the Plaintiff has filed an appeal with
the Georgia Supreme Court.  The State has filed a motion to transfer the
case to the Georgia Court of Appeals.

     Year 2000 Compliance.  Like other large organizations, the State and
its agencies are subject to the costs and risks associated with what has
come to be known as "Year 2000" compliance, which arises because many
computer programs accept only two-digit entries in date code fields used
for, among other things, calculation and report generation features.
Wherever the State and its agencies use information systems, the resulting
inability of such computer programs to distinguish between the years 1900
and 2000 presents a number of risks.  Such risks include, for example,
disruption of the collection of revenues, disruption of the distribution of
State funds with respect to transfer payments, taxes, State payroll, and
transfers to local government, and disruption of other information
processing with respect to preparation of tax assessment notices and
calculation of prisoner release dates, as well as the inefficiencies and
delays caused by system-generated errors and potential litigation as a
result of any of such disruptions or delays.  In addition, the State's
receipt of revenues from its various revenue sources, both in the public and
private sectors, could be adversely affected by Year 2000 compliance
problems experienced by such revenue sources.

     Accordingly, the State has instituted a series of planning and
assessment activities aimed at Year 2000 compliance, which utilize the
services of an independent consultant.  The State, with the assistance of
the independent consultant, has produced a status assessment and developed
estimated costs of implementing remediation and replacement strategies to
reduce and eliminate Year 2000 risks for the participating agencies.  The
State's approach of funding Year 2000 compliance has been to include such
costs with those related to the State's ongoing goal of modernization and
standardization of existing information systems.  The State's 1998
Supplemental Budget authorized the expenditure of approximately $152,000,000
to address Year 2000 compliance, approximately $120,000,000 of which has
already been allocated to state agencies for their Year 2000 compliance
efforts.  The Department of Revenue has already received approximately
$51,000,000 of such funds.  The State is in the process of estimating
additional funding requirements (including for nonparticipating State
agencies submitting their independently produced Year 2000 compliance and
system modernization funding requirements); however, actual costs may vary
from the estimates and may be significantly higher.  Presently, the State
and its agencies are continuing these remediation and testing efforts in
order that all information systems used by the State will function properly
before, during and after Year 2000, subject, however, to the General
Assembly of the State appropriating the requested funds and the continued
ability of the State to employ and retain sufficient information technology
professionals to plan and implement remediation and replacement strategies.
No assurance can be given at this time, however, that these efforts will be
successful prior to the Year 2000.

     As discussed above, the State has taken and is continuing to take
action to assess, plan and implement remediation and replacement strategies
to reduce and eliminate Year 2000 risk. All of the potential risks and costs
associated with the failure to remediate, however, cannot be accurately
identified and quantified at this time.  In particular, the adverse impact
of the Year 2000 compliance problems on the revenues normally available to
the State, both from private and public sectors, cannot be accurately
quantified.  No assurance can be given that the General Assembly will
appropriate adequate funds to assure compliance, that other possible
implementation delays or problems that may arise can be resolved on a timely
basis, or that the State will not be exposed to potential claims resulting
from Year 2000 noncompliance.

Maryland Series

     Some of the significant financial considerations relating to the
investments of the Maryland Series are summarized below.  Except with
respect to the various bond ratings described below, this information is
derived principally from the Official Statement with respect to State of
Maryland General Obligation Bonds dated July 8, 1998, and does not purport
to be a complete description.

     The State's total expenditures for the fiscal years ending June 30,
1995, June 30, 1996 and June 30, 1997 were $13.528 billion, $14.169 billion,
and $14.787 billion, respectively.  As of July 8, 1998, it was estimated
that total expenditures for fiscal year 1998 would be $15.851 billion.  The
State's General Fund had unreserved surpluses on a budgetary basis of $13.1
million, $207.2 million and $317.2 million (estimated) in fiscal years 1996,
1997 and 1998, respectively.  The State Constitution mandates a balanced
budget.

     In April 1997, the General Assembly approved $15.438 billion 1998
fiscal year Budget.  The Budget included $3.1 billion in aid to local
governments (reflecting a $206 million increase in funding over fiscal year
1997), and $0.3 million in General Fund deficiency appropriations for fiscal
year 1997.  The Budget incorporated the first one-half year of a five-year
phase-in of a 10% reduction in personal income taxes estimated to result in
a reduction of revenues of $38.5 million in fiscal year 1998 (and estimated
to reduce revenues by $450 million when fully phased in).  In addition,
legislation enacted by the 1997 General Assembly provided for a phased
reduction in the sales and use tax on certain categories of manufacturing
equipment.  This legislation, scheduled to take effect in fiscal year 1999,
is expected to reduce revenues by $38.6 million when fully implemented in
fiscal year 2001.  Upon enactment of the 1998 Budget, it was estimated that
the General Fund surplus on a budgetary basis at June 30, 1998, would be
approximately $27.9 million; as of July 8, 1998 it is estimated to be $317.2
million.  In addition, the balance in the Revenue Stabilization Account of
the State Reserve Fund is estimated to be $617.16 million at June 30, 1998.

     In April 1998, the General Assembly approved the $16.613 billion 1999
fiscal year Budget. The Budget includes $3.3 billion in aid to local
governments and retirement contributions on their behalf (reflecting a
$169.1 million increase over fiscal year 1998), and $75.5 million in General
Fund deficiency appropriations for fiscal year 1998, which includes a $25
million appropriation for computer modifications to address the "year 2000"
problem.  The Budget incorporates the first full year of the five-year phase-
in for the 10% reduction in personal income taxes, which was accelerated by
legislation enacted by the 1998 General Assembly.  The phase-in is estimated
to result in a reduction in revenues of approximately $300 million in fiscal
year 1999.  Legislation was also enacted making the State's existing earned
income tax credit refundable, reducing revenues by an estimated $17.5
million in fiscal 1999.  The estimated reduction in fiscal 1999 revenues
will be mitigated by a transfer of $185.2 million to the General Fund from
the Revenue Stabilization Account of the State Reserve Fund.  Based on the
1999 Budget, it is estimated that the General Fund surplus on a budgetary
basis at June 30, 1999, will be approximately $14.5 million. In addition,
the balance in the Revenue Stabilization Account of the State Reserve Fund
is estimated to be $634.0 million at June 30, 1999 (after the $185.2 million
transfer to the General Fund).

     The public indebtedness of Maryland and its instrumentalities is
divided into three basis types.  The State issues general obligation bonds
for capital improvements and for various State-sponsored projects.  The
Department of Transportation of Maryland issues limited special obligation
bonds for transportation purposes payable primarily from specific,
fixed-rate excise taxes and other revenue related mainly to highway use.
Certain authorities issue obligations solely from specific non-tax
enterprise fund revenues and for which the State has no liability and has
given no moral obligation assurance.

     At least since the end of the Civil War, the State has paid the
principal of and interest on its general obligation bonds when due.  There
is no general debt limit imposed by the State Constitution or public general
laws.  Although the State has the authority to make short-term borrowings in
anticipation of taxes and other receipts up to a maximum of $100 million,
the State in the past has not issued short-term tax anticipation and bond
anticipation notes, or made any other similar short-term borrowings for cash
flow purposes.

     As of May 1997, the State's general obligation bonds were rated "AAA"
by Moody's, S&P and Fitch.

     The Maryland Department of Transportation issues Consolidated
Transportation Bonds, which are payable out of specific excise taxes, motor
vehicle taxes and corporate income taxes, and from the general revenues of
the Department.  Issued to finance highway, port, transit, rail or aviation
facilities, as of July 1998, these bonds were rated "AA2" by Moody's and
"AA" by S&P and Fitch.  The Maryland Transportation Authority, an entity of
the Department, issues its own revenue bonds for transportation facilities,
which are payable from certain highway, bridge and tunnel tolls.  These
bonds were rated "A1" by Moody's and "A+" by S&P as of May 1997.

     According to recent available ratings, general obligation bonds of
Montgomery County (abutting Washington, D.C.) are rated "AAA" by Moody's and
S&P.  Prince George's County, also in the Washington, D.C.  suburbs, issues
general obligation bonds rated "Aa3" by Moody's and "AA-" by S&P, while
Baltimore County, a separate political subdivision surrounding the City of
Baltimore, issues general obligation bonds rated "AAA" by Moody's and S&P.
The City of Baltimore's general obligation bonds are rated "A1" by Moody's
and S&P.  The other counties in Maryland which are rated by Moody's all have
general obligation bond ratings of "A" or better from Moody's, except for
Allegany County and Garrett County, the bonds of which are rated "Baa2" and
"Baa3," respectively, by Moody's.  The Washington Suburban Sanitary
district, a bi-county agency providing water and sewerage services in
Montgomery and Price George's Counties, issues general obligation bonds
rated "Aal" by Moody's and "AA" by S&P as of July 1998.  Additionally, some
of the large municipal corporations in Maryland (such as the cities of
Rockville and Annapolis) have issued general obligation bonds.

Massachusetts Series

     The economy of the Commonwealth of Massachusetts is experiencing
recovery following a slowdown that began in mid-1988.  Massachusetts had
benefited from an annual job growth rate of approximately 2% since the early
1980's, but by 1989 employment started to decline.  Between 1988 and 1992,
total employment in Massachusetts declined 10.7%.  With the economic
recovery that began in 1993, however, employment levels have increased.
Since 1994, total employment levels have increased at yearly rates greater
than or equal to 2.0%.  In 1995, 1996 and 1997, total employment increased
by 2.5%, 2.0% and 2.7%, respectively.  Employment levels increased in all
sectors, including manufacturing.  Between 1990 and 1992, the Commonwealth's
unemployment rate was considerably higher than the national average.
However, unemployment rates in Massachusetts since 1993 have declined faster
than the national average (4.0% compared to 4.9% in 1997) and the employment
population ratio in Massachusetts in 1996 and 1997 was slightly above the
national average (66.4% compared to 63.2% for 1996 and 66.2% compared with
63.8% for 1997).

     While the Commonwealth's expenditures for State programs and services
in each of the fiscal years 1987 through 1991 exceeded each year's current
revenues, Massachusetts ended each of the fiscal years 1991 to 1998 with a
positive closing fund balance in its budgeted operating funds, and expects
to do so again at the close of fiscal 1998.

     In recent years, health related costs have risen dramatically in
Massachusetts and across the nation and the increase in the State's Medicaid
and group health insurance costs reflects this trend.  In fiscal 1993,
Medicaid was the largest item in Massachusetts' budget and has been one of
the fastest growing budget items.  However, the rate of increase has abated
in recent years, due to a number of savings and cost-cutting initiatives,
such as managed care and utilization review.  During fiscal year 1994, 1995,
1996 and 1997, Medicaid expenditures were $3.313 billion, $3.398 billion,
$3.416 billion and $3.456 billion, respectively.  The average annual growth
rate from fiscal 1993 to fiscal 1997 was 2.3%.  It is estimated that in
fiscal 1998, Medicaid expenditures will be $3.62 billion, an increase of
4.7% from fiscal 1997.  This amount includes $38.5 million in outpatient
medical services recently transferred to Medicaid in fiscal 1998.

     Massachusetts' pension costs have risen dramatically as the State has
appropriated funds to address in part the unfunded liabilities that had
accumulated over several decades.  Total pension costs increased at an
average rate of 7.6% from $751.5 million in fiscal 1992 to $1.005 billion in
fiscal 1996.  The pension costs in 1997 were $1.069 billion and are
estimated to be $1.069 billion in fiscal 1998.

     Payments for debt service on Massachusetts general obligation bonds and
notes have risen at an average annual rate of 10.27% from $649.8 million in
fiscal 1989 to $1.184 billion in fiscal 1996.  Debt service payments were
$898.3 million in fiscal 1992, $1.14 billion in fiscal 1993, $1.15 billion
in fiscal 1994, $1.23 billion in fiscal 1995 and $1.18 billion in fiscal
1996.  In 1990, legislation was enacted which generally imposes a 10% limit
on the total appropriations in any fiscal year that may be expended for
payment of interest and principal on general obligation debt.  As of April
1, 1998, the State had approximately $14.075 billion of long-term general
obligation debt outstanding and short-term direct obligations of the
Commonwealth totalled $451.5 million.

     Certain independent authorities and agencies within the State are
statutorily authorized to use debt for which Massachusetts is directly, in
whole or in part, or indirectly liable.  The State's liabilities are either
in the form of (i) a direct guaranty, (ii) State support through contract
assistance payments for debt service, or (iii) indirect obligations.  The
State is indirectly liable for the debt of certain authorities through a
moral obligation to maintain the funding of reserve funds which are pledged
as security for the authorities' debt.

     In November 1980, voters in the Commonwealth approved a State-wide tax
limitation initiative petition, commonly known as Proposition 2-1/2, to
constrain levels of property taxation and to limit the charges and fees
imposed on cities and towns by certain government entities, including county
governments.  The law is not a constitutional provision and accordingly is
subject to amendment or repeal by the legislature.  Proposition 2-1/2, limits
the property taxes which a Massachusetts city or town may assess in any
fiscal year to the lesser of (i) 2.5% of the full and fair cash value of
real estate and personal property therein and (ii) 2.5% over the previous
year's levy limit plus any growth in the tax base from certain new
construction and parcel subdivisions.  In addition, Proposition 2-1/2 limits
any increase in the charges and fees assessed by certain governmental
entities, including county governments, on cities and towns to the sum of
(i) 2.5% of the total charges and fees imposed in the preceding fiscal year,
and (ii) any increase in charges for services customarily provided locally
or services obtained by the city or town at its option.  The law contains
certain override provisions which require voter approval at a general or
special election.  Propositions 2-1/2 also limits any annual increase in the
total assessments on cities and towns by any county, district, authority,
the Commonwealth, or any other governmental entity except regional school
districts and regional water and sewer districts whose budgets are approved
by 2/3 of their member cities and towns.  During the 1980s, Massachusetts
increased payments to the cities, towns and regional school districts
("Local Aid") to mitigate the impact of Proposition 2-1/2 on local programs and
services.  In fiscal 1998, approximately 20.6% of Massachusetts' budget was
allocated to Local Aid.  Direct Local Aid dropped from a high of $2.961
billion in fiscal 1989 to $2.727 billion in fiscal 1994, but increased to
$3.246 billion in fiscal 1996 and $3.558 billion in fiscal 1997.  Recent
increases are largely a result of comprehensive education reform legislation
enacted in 1993 that requires annual increase in state expenditures for
education funding, subject to annual legislative appropriations, above a
fiscal 1993 base of approximately $1.288 billion.  Increases of $175 million
above the base for fiscal 1994 to $881 million for fiscal 1997 have been
fully funded.  The fiscal 1998 budget has also fully funded the requirement
imposed by this legislation.  Additional increases are called for in future
years.

     Many factors affect the financial condition of the Commonwealth and its
cities, towns and public bodies, such as social, environmental, and economic
conditions, many of which are not within the control of such entities.  As
is the case with most urban States, the continuation of many of
Massachusetts' programs, particularly its human services programs, is in
significant part dependent upon continuing Federal reimbursements which have
been steadily declining.  The loss of grants to Massachusetts and its cities
and towns could further slow economic development.  To the extent that such
factors may exist, they could have an adverse effect on economic conditions
in Massachusetts, although what effects, if any, such factors would have on
Massachusetts' Municipal Obligations cannot be predicted.

Michigan Series

     General.  Recently, the State's economy has been undergoing certain
basic changes in its underlying structure.  These changes reflect a
diversifying economy which is less reliant on the automobile industry.  As a
result, the State anticipates that its economy in the future will be less
susceptible to cyclical swings and more resilient when national downturns
occur.  In 1997, approximately 78% of wage and salary employment was in the
State's non-manufacturing sectors.  In 1997, total employment was 4,776,000
with manufacturing wage and salary employment totaling 967,200.
Manufacturing employment remains below the peak employment level of
1,179,600 attained in 1978.  Employment in the durable goods manufacturing
industries was 724,400 and non-durable goods manufacturing employment was
242,800 in the State in 1997.  The motor vehicle industry, which is still an
important component in the State's economy, employed 278,700 in 1997.  The
State's average unemployment rate for calendar year 1996 was 4.9% and for
1997 was 4.2%.

     The State's general obligation bonds are rated Aa1 by Moody's, AA+ by
S&P and AA+ by Fitch.  In January, 1998, the State received an upgrade from
S&P from its prior rating of "AA."  In March, 1998, the State received an
upgrade from Moody's from its prior rating of "Aa2."  In April 1998, the
State received an upgrade from Fitch from its prior rating of "AA."  Because
most of the State Municipal Obligations are revenue or general obligations
of local government or authorities, rather than general obligations of the
State of Michigan itself, ratings on such State Municipal Obligations may be
different from those given to the State of Michigan.

     State Constitutional Provisions Affecting Revenues and Expenditures.
The State Constitution provides that proposed expenditures and revenues of
any operating fund must be in balance and that any prior year's surplus or
deficit must be included in the succeeding year's budget for that fund.

     In 1978, the State Constitution was amended to limit the amount of
total State revenues raised from taxes and certain other sources.  State
revenues (excluding Federal aid and revenues for payment of principal and
interest on general obligation bonds) in any fiscal year are limited to a
fixed percentage of State personal income in the prior calendar year or
average of the prior three calendar years, whichever is greater.  The
percentage is fixed by the amendment to equal the ratio of the 1978-79
fiscal year revenues to total calendar 1977 State personal income.

     If, in any fiscal year, revenues exceed the revenue limitation by 1% or
more, the entire amount of such excess shall be rebated in the following
fiscal year's personal income tax or single business tax.  Any excess of
less than 1% may be transferred to the State's Budget Stabilization Fund.
The State may raise taxes in excess of the limit for emergencies when deemed
necessary by the Governor and two-thirds of the members of each house of the
Legislature.

     The State Constitution provides that the proportion of State spending
paid to all units of local government to total State spending may not be
reduced below the proportion in effect in the 1978-79 fiscal year.  If such
spending does not meet the required level in a given year, an additional
appropriation for local governmental units is required by the following
fiscal year.  Spending for local units met this requirement for fiscal years
1990-91 through 1995-96.

     The State has settled litigation with Oakland County, Michigan in which
Oakland County had alleged that the classification of State expenditures for
certain mental health programs as spending for local units was improper.  As
part of the settlement, the State agreed to reclassify these expenditures,
beginning in fiscal year 1992-93.  As a result, the State determined that in
fiscal year 1992-93 the proportion of State spending from State sources paid
to local units of government was approximately $97 million less than
constitutionally required and an amount at least this large was appropriated
to the State's local government payment fund in the fiscal year 1996-97.

     The State Constitution also requires the State to finance any new or
expanded activity of local governments mandated by State law.  Any
expenditures required by this provision would be counted as State spending
for local units of government for the purpose of determining compliance with
the provision cited above.

     Economic and Fiscal Condition.  Legislation requires that the
administration prepare two economic forecasts each year.  These are
presented to a Consensus Revenue Estimating Conference in January and May of
each year.  The May 1998 forecast is summarized below.

     The State's economic forecast for calendar years 1998 and 1999 projects
healthy growth.  Real GDP is projected to grow 3.1% in 1998 and 2.0% in
1999, on a calendar year basis.  Car and light truck sales are expected to
total 14.9 million units in 1998 and 14.8 million units in 1999.

     The forecast assumes moderate inflation, accompanied by steady interest
rates.  Ninety-day T-Bill rates are expected to average 5.0% for 1998 and
5.0% for 1999.  The United States' unemployment rate is projected to average
4.7% for 1998 and 5.1% for 1999.

     The State's forecast for the Michigan economy reflects the above
national outlook.  Total wage and salary employment is projected to grow
1.7% in 1998 and 0.8% in 1999.  This growth reflects the ongoing
diversification of the Michigan economy.  The unemployment rate is projected
to average 4.1% in 1998 and 4.4% in 1999, continuing the recent trend of
Michigan's unemployment rate being below the national average for six
consecutive years compared to the 27-year history of having higher
unemployment than the nation.

     The Governor's Executive Budget for fiscal year 1997-98 was submitted
to the Legislature on February 6, 1997.  The fiscal year 1997-98 general
fund general purpose Executive Budget recommendation totaled $8.247 billion.
The Governor has vetoed approximately $25.7 million of the appropriations
passed by the Legislature.

     Property Tax Reform Proposals.  On August 19, 1993, the Governor signed
into law Act 145, Public Acts of Michigan, 1993 ("Act 145"), a measure which
would have significantly impacted financing of primary and secondary school
operations and which has resulted in additional property tax and school
finance reform legislation.  Act 145 would have exempted all property in the
State of Michigan from mileage levied for local and intermediate school
districts operating purposes, other than mileage levied for community
colleges, effective July 1, 1994.  In order to replace local property tax
revenues lost as a result of Act 145, the Michigan Legislature, in December
1993, enacted several statutes which address property tax and school finance
reform.

     The property tax and school finance reform measures included a ballot
proposal which was approved by the voters on March 15, 1994.  Effective May
1, 1994, the State sales and use tax was increased from 4% to 6%, the State
income tax was decreased from 4.6% to 4.4%, the cigarette tax was increased
from $.25 to $.75 per pack and an additional tax of 16% of the wholesale
price was imposed on certain other tobacco products.  A 0.75% real estate
transfer tax became effective January 1, 1995.  Beginning in 1994, a State-
wide property tax of 6 mills will be imposed on all real and personal
property currently subject to the general property tax.  The ability of
school districts to levy property taxes for school operating purposes has
been partially restored.  A school board will, with voter approval, be able
to levy up to the lesser of 18 mills or the number of mills levied in 1993
for school operating purposes, on non-homestead property and non-qualified
agricultural property.  The adopted ballot proposal contains additional
provisions regarding the ability of local school districts to levy taxes as
well as a limit on assessment increases for each parcel of property,
beginning in 1995 to the lesser of 5% or the rate of inflation.  When
property is subsequently sold, its assessed value will revert to the current
assessment level of 50% of true cash value.  Under the adopted ballot
proposal, much of the additional revenue generated by the new taxes will be
dedicated to the State School Aid Fund.

     The adopted ballot proposal contains a system of financing local school
operating costs relying upon a foundation allowance amount which may vary by
district based upon historical spending levels.  State funding will provide
each school district an amount equal to the difference between their
foundation allowance and the revenues generated by their local property tax
levy.  Local school districts will also be entitled to levy supplemental
property taxes to generate additional revenue if their foundation allowance
is less than their historical per pupil expenditures.  The adopted proposal
also contains provisions which allow for the levy of a limited number of
enhancement mills on regional and local school district bases.

     The adopted ballot proposal shifts significant portions of the cost of
local school operations from local school districts to the State and raises
additional State revenues to fund these additional State expenditures.
These additional revenues will be included within the State's constitutional
revenue limitations and may impact the State's ability to raise additional
revenues in the future.

     Budget Stabilization Fund.  In 1977, the BSF was established to
accumulate balances during years of significant economic growth which may be
utilized in years when the State's economy experiences cyclical downturns or
unforeseen fiscal emergencies.  Calculated on an accrual basis, the
unreserved ending accrued balance of the Budget Stabilization Fund on
September 30, 1995 was $987.9 million, on September 30, 1996 was $614.5
million (net of a $529.1 million reserve for future education funding), and
on September 30, 1997 was $579.8 million (net of a $572.6 million reserve
for future education funding).

     State and State-Related Indebtedness.  The State Constitution limits
State general obligation debt to (i) short-term debt for State operating
purposes, (ii) short- and long-term debt for the purpose of making loans to
school districts and (iii) voter-approved long-term debt.

     Short-term debt for operating purposes is limited to an amount not in
excess of 15% of undedicated revenues received during the preceding fiscal
year and must be issued only to meet obligations incurred pursuant to
appropriation and repaid during the fiscal year in which incurred.  Such
debt does not require voter approval.

     Debt incurred by the State for the purpose of making loans to school
districts may be issued in whatever amount required without voter approval.
All other general obligation bonds issued by the State must be approved as
to amount, purpose and method of repayment by a two-thirds vote of each
house of the Legislature and by a majority vote of the public at a general
election.  There is no limitation as to number or size of such general
obligation issues.

     There are also various State authorities and special purpose agencies
created by the State which issue bonds secured by specific revenues.  Such
debt is not a general obligation of the State.

     The State has issued outstanding general obligation full faith and
credit bonds and notes for Water Resources, Environmental Protection,
Recreation Program, and School Loan purposes.  As of September 30, 1997, the
outstanding principal amount of all State general obligation bonds was $655
million.  On November 13, 1997, the State issued $900 million in short-term
general obligation notes in order to meet cash flow requirements.  These
notes will mature on September 30, 1998.  On April 28, 1998, the State
issued $160,000,000 in general obligation school loan bonds for school
purposes.  On June 3, 1998, the State issued $90,000,000 in general
obligation environmental protection program bonds.  In addition, the
Governor has proposed and the legislature has approved the issuance of
approximately $675 million in general obligation indebtedness for
environmental and other purposes.  Issuance of such indebtedness would also
require approval of a majority of Michigan voters at the November 1998
elections.

     As of December 31, 1997, approximately $7.3 billion in principal amount
of "qualified" bonds of local school districts was outstanding.  In the past
30 years, the State has been required only once to advance monies from the
State School Bond Loan Fund to make a debt service payment on behalf of a
school district, other than for routine loans.  In that case the tax
collections available to the school district for payment of debt service
were escrowed on the due date because of litigation.  After the litigation
was completed, the escrowed funds were repaid in full to the State School
Bond Loan Fund.

     Year 2000 Compliance.  On October 1, 1997, the State of Michigan
created the Year 2000 Project office to provide guidance, coordinate
oversight for applications software, manage Year 2000 funds, provide
monitoring support, quality assurance and other matters.  The State's goal
is to have all critical applications operable by December 31, 1998 and all
other applications operable by September 30, 1999.  The State is currently
on schedule to meet its objectives for Year 2000 compliance.  The State
currently believes that it will continue to meet the objectives and time
frames set forth for the Year 2000 Project.  There can, however, be no
assurance that such completion will be done in a timely manner.

Minnesota Series

     State Government.  The State of Minnesota was formally organized as a
territory in 1849 and was admitted to the Union in 1858 as the 32nd state.
Bordered by Canada on the north, Lake Superior and Wisconsin on the east,
Iowa on the south, and North and South Dakota on the west, it is the 12th
largest and 20th most populous state in the Union.

     The Minnesota Constitution organizes State government into three
branches:  Executive, Legislative and Judicial.  The Legislative Branch is
composed of a Senate and a House of Representatives.  Fiscal administration
is performed by the Department of Finance under the control and supervision
of the Commissioner of Finance.

     State and State-Related Indebtedness.  The Minnesota Constitution
authorizes public debt to be incurred for the acquisition and betterment of
public land, buildings and other improvements of a capital nature or for
appropriations or loans to Minnesota state agencies or political
subdivisions for this purpose, as the Legislature by the three-fifths vote
of each House may direct, and to finance the development of agricultural
resources of the State by extending credit on real estate security, as the
Legislature may direct.  All such debt is evidenced by the issuance of State
of Minnesota bonds maturing within 20 years of their date of issue, for
which the full faith and credit and taxing powers of the State are
irrevocably pledged.  There is no limitation as to the amount or interest
rate of such general obligation issues.

     As of June 1, 1998, the outstanding principal amount of all Minnesota
general obligation bonds was approximately $2.4 billion.  The total amount
of general obligation bonds authorized but unissued as of June 1, 1998 was
approximately $940 million.

     The Minnesota Constitution limits Minnesota general obligation debt to
(i) short-term debt for Minnesota operating purposes, (ii) short-term debt
for purposes of making loans to school districts and (iii) voter-approved
long-term debt.

     Short-term debt for operating purposes is limited to an amount not in
excess of 15 percent of undedicated revenues received during the preceding
fiscal year and must be issued only to meeting obligations incurred pursuant
to appropriation and repaid during the fiscal year in which incurred.  The
April, 1998, end of session cash flow analysis for Minnesota's Statutory
General Fund indicates that Minnesota will have a positive cash flow balance
during the Current Biennium which began on July 1, 1997 and ends June 30,
1999.  Minnesota has no short-term debt outstanding and, therefore,
Minnesota does not expect to do any short term borrowing for cash flow
purposes during the Current Biennium.  Minnesota has not done any short-term
borrowing since January, 1985.

     There are also various Minnesota authorities and special purpose
agencies created by the state which issue bonds secured by specific
revenues.  Such debt is not a general obligation of the State of Minnesota.

     Constitutional and Statutory Provisions Relating to Minnesota and Local
Funding.  Minnesota revenues in Minnesota are generated primarily from
individual income taxes, corporate franchise taxes, sales and use taxes,
insurance gross earnings taxes, estate taxes, motor vehicle excise taxes,
excise taxes on liquor and tobacco, mortgage taxes, deed taxes, legalized
gambling taxes, rental motor vehicle taxes, 900 telephone service taxes,
taconite and iron ore taxes, and health care provider taxes.  In addition to
the major taxes described above, other sources of non-dedicated revenue
include minor taxes, 60% of Minnesota's lottery net proceeds, unrestricted
grants, fees and charges of Minnesota state agencies and departments, and
investment income.  County, municipal and certain special purpose districts
(such as water, flood or mosquito control districts) are authorized to levy
property taxes within specified legislative limits.  A portion of
Minnesota's revenues is allocated from state government to other
governmental units within Minnesota such as municipal and county
governments, school districts and state agencies through a complex series of
appropriations and financial aid formulas.  This financial interdependency
of the Minnesota state government with other units of government, subject
all levels of government, in varying degrees, to fluctuations in Minnesota's
overall economy.

     Minnesota's constitutional prescribed fiscal period is a biennium, and
Minnesota operates on a biennial budget basis with revenues created in the
period in which they are collected and expenditures debited in the period in
which the corresponding liabilities are incurred.  The biennium begins on
July 1st of the odd numbered year and runs through June 30th of the next odd
numbered year.

     Minnesota's ability to appropriate funds is limited by the Minnesota
Constitution, which directs that Minnesota government shall not in any
biennium appropriate funds in excess of projected tax revenues from all
sources.  Minnesota is authorized to levy additional taxes to resolve any
inadvertent shortfalls.

     Appropriations for each biennium are enacted during the final
legislative session of the immediately preceding biennium.  A revenue
forecast is prepared during the legislative session to provide the
legislature with updated information for the appropriations process.  During
each biennium, regular forecasts of revenues and expenditures are prepared.

     Minnesota's biennial appropriation process relies on revenue
forecasting as the basis for establishing aggregate expenditure levels.
Risks are inherent in the revenue and expenditure forecasts.  Assumptions
about U.S. economic activity and federal tax and expenditure policies
underlie these forecasts.  Any federal law changes that increases federal
income taxes or reduce federal spending programs may adversely affect these
forecasts.  Finally, even if economic and federal tax assumptions are
correct, revenue forecasts are still subject to some normal level of error.
The correctness of revenue forecasts and the strength of Minnesota's overall
economy may restrict future aid or appropriations from Minnesota government
to other units of government.

     Prior to the Current Biennium, Minnesota law established a Budget
Reserve and Cash Flow Account in the Accounting General Fund, which served
two functions.  However, in 1995 the Minnesota Legislature departed the
Budget Reserve and Cash Flow Account into two separate accounts, the Cash
Flow Account and the Budget Reserve Account, each having a different
function.  The Cash Flow Account was established in the General Accounting
Fund for the purpose of providing sufficient cash balances to cover monthly
revenue and expenditure imbalances.  The use of funds from the Cash Flow
Account is governed by statute.  The Cash Flow Account balance is set for
the Current Biennium at $350 million.  No provision has been made for
increasing the balance of the Cash Flow Account from increases in forecast
revenues over forecast expenditures.  The Budget Reserve Account was
established in the Accounting General Fund for the purpose of reserving
funds to cushion the State from an economic downturn.  The use of funds from
the Budget Reserve Account and the allocation of surplus forecast balances
to the Budget Reserve Account are governed by statute.  The Budget Reserve
Account balance is set for the Current Biennium at $613 million.

     For the fiscal year ended June 30, 1995, net revenues received were
$8.984 billion.  Total expenditures and net transfers were $8.894 billion
for Fiscal Year 1995.  For the fiscal year ended June 30, 1996, total net
revenues were $9.617 billion.  Total expenditures and net transfers were
$9.301 billion.  For the fiscal year ended June 30, 1997, total net revenues
were $10.538 billion.  Total expenditures and net transfers were $10.229
billion.

     As of May 1998 total revenues without taking into account any carry
over balance from the previous biennium for the current biennium, which
began on July 1, 1997 and ends on June 30, 1999, are estimated to be
approximately $10.365 billion for fiscal year 1998 and $10.613 billion for
fiscal year 1999.  Revenue estimates for the next biennium will be available
in the middle part of June 1999.

     In 1992, the Minnesota Legislature established the MinnesotaCarer
program to provide subsidized health care insurance for long term uninsured
Minnesotans; reform individual and small group health insurance regulations;
create a health care analysis unit; to collect condition specific data about
health care practices in order to develop practice parameters for health
care providers; implement certain cost containment measures into the system;
and establish an office of rural health to ensure the health care needs of
all Minnesotans are being met.  The program is not part of the Accounting
General Fund.  A separate account, called the Health Care Access Fund, has
been established in Minnesota's Special Reserve Fund to account for revenues
and expenditures for the MinnesotaCarer program.  Program expenditures are
limited to revenues received in the Health Care Access Fund.  Program
revenues are derived from dedication of insurance premiums paid by
individuals and permanent taxes including a 2 percent gross revenue tax on
hospitals, health care providers, and wholesale drug distributors, a 2
percent use tax on prescription drugs and a 1 percent gross premium tax on
nonprofit health service plans and HMOs.  For calendar years 1998 and 1999,
these permanent taxes have been temporarily lowered to 1.5 percent and zero,
respectively.  The taxes will be returned to previous levels or revised
depending on the Fund's positive cash fund balance.  The Commissioners of
Finance and Revenue will determine the necessary tax levels, to be effective
for calendar year 2000, in September, 1999.

     The 1993 Legislature adopted legislation establishing a school district
credit enhancement program. The legislation authorizes and directs the
Commissioner of Finance, under certain circumstances and subject to the
availability of funds, to issue a warrant and authorize the Commissioner of
Children, Families and Learning to pay debt service coming due on school
district tax and state-aid anticipation certificates of indebtedness and
school district general obligation bonds in the event that the school
district notifies the Commissioner of Children, Families and Learning that
it does not have sufficient money in its debt service fund for that purpose,
or the paying agent informs the Commissioner of Children, Families and
Learning that it has not received from the school district timely payment of
moneys to be used to pay debt service.  The legislation appropriates
annually from the Accounting General Fund to the Commissioner of Children,
Families and Learning the amount needed to pay any warrants which are
issued.  The amounts paid on behalf of any school district are required to
be repaid by it with interest, either through a reduction of subsequent
state-aid payments or by the levy of an ad valorem tax which may be made
with the approval of the Commissioner of Children, Families and Learning.
As of May 1, 1998, there were approximately $100 million of certificates of
indebtedness enrolled in the program, all of which will mature within a
thirteen month period.  The State has not had to make any debt service
payments on behalf of school districts under the program and does not expect
to make any payments in the future.  The state expects that school districts
will issue certificates of indebtedness in 1999 and will enroll these
certificates in the program in about the same amount of principle as 1998.

     School districts may issue certificates of indebtedness or capital
notes to purchase certain equipment.  The certificates or notes which may be
issued by resolution of the Board, are payable from school district taxes
levied within statutory limits and must be payable in not more than five
years.  As of May 1, 1998, there are approximately $13 million principal
amount of certificates and notes enrolled in the program.

     School districts are authorized to issue general obligation bonds only
when authorized by school district electors or special law, and only after
levying a direct, irrevocable ad valorem tax on all taxable property in the
school district for the years and in amounts sufficient to produce sums not
less than 5% in excess of the principal of an interest on the bonds when
due.  As of May 1, 1998, the total amount of principal on certificates and
capital notes issued for equipment and bonds, plus the interest on these
obligations, through the year 2026, is approximately $8 billion.

     The amount of revenue generated by Minnesota's tax structure, because
of the dependence on the income and sales taxes, is sensitive to the status
of the national and local economy.  There can be no assurance that the
financial problems referred to or similar future problems will not affect
the market value or marketability of the Minnesota Municipal Obligations or
the ability of the issuers thereof to pay the interest or principal of such
obligations.

     Minnesota general obligation bonds are rated Aaa by Moody's and AA +AA
by S&P and AAA by Fitch.

     Selected Economic and Demographic Factors.  Diversity and a significant
natural resource base are two important characteristics of Minnesota's
economy.  Minnesota's economy is being lifted by strong earnings growth in
the service industry, rising housing construction, and job gains which are
slowly firming up to labor market.

     When viewed in 1997 at a highly aggregative level of detail, the
structure of Minnesota's economy parallels the structure of the U.S. economy
as a whole.  Minnesota employment in ten major industrial sectors was
distributed in approximately the same proportions as national employment.
In all sectors, the share of total Minnesota employment was within two
percentage points of national employment share.

     Minnesota's employment in the durable goods industries continues to be
highly concentrated in industries specializing in the manufacturing of
industrial machinery, fabricated metal, electronic equipment and instrument
and miscellaneous categories.  This emphasis is partially explained by the
location in Minnesota of computer-related equipment manufacturers. Further,
manufacturers of food products, wood products, and printed and published
materials joined the high technology manufacturing group which has lead to
significant business expansion in Minnesota in this decade.

     The importance of Minnesota's rich natural resource base for overall
employment is apparent in the employment mix in non-durable goods
industries.  In 1997, approximately 30.3% of Minnesota's non-durable goods
employment was concentrated in food and kindred industries, and
approximately 16.8% in paper and allied industries.  This compares to
approximately 22.3% and 8.9%, respectively, for comparable sectors in the
national economy. Both of these industries rely heavily on renewable
resources in Minnesota.  Over half of Minnesota's acreage is devoted to
agricultural purposes and nearly one-third to forestry.  Printing and
publishing are also relatively more important in Minnesota than in the U.S.

     Mining is currently a less significant factor in the Minnesota economy
than formerly.  Mining employment, primarily in the iron ore or taconite
industry, dropped from 17.3 per thousand in 1979 to 7.9 per thousand in
1997.  It is not expected that mining employment will soon return to 1979
levels.  However, Minnesota retains vast quantities of taconite as well as
copper, nickel, cobalt, and peat which may be utilized in the future.

     While Minnesota's involvement in the defense industry is limited, as
military procurement cuts continue, Minnesota employers may face challenges
in maintaining employment and sales.  More importantly, Minnesota firms
producing electronic components, communication equipment, electrical
equipment, chemicals, plastics, computers and software may face additional
competition from companies converting from military to civilian production.

     Job expansion and business start ups improved remarkably in this decade
with an average rate for new businesses at 2%, while business dissolutions
were on the decline.

     Minnesota resident population grew from 4,085,000 in 1980 to 4,387,000
in 1990 or, at an average annual compound rate of .7%.  In comparison, U.S.
population grew at an annual compound rate of .917% during this period.
Minnesota population is currently forecast by the U.S. Department of
Commerce to grow at an annual compound rate of .8% through 2005.

     Employment and Income Growth in Minnesota.  In the period 1980 to 1990,
overall employment growth in Minnesota lagged behind national growth.
However, manufacturing has been a strong sector, with Minnesota employment
outperforming its U.S. counterpart in both the 1980-1990 and 1990-1995
periods.

     In spite of the strong manufacturing sector, during the 1980 to 1990
period, total employment in Minnesota increased 17.9% as compared to 20.1%
nationally.  Most of Minnesota's slower growth can be associated with
declining agricultural employment and two recessions in the U.S. economy in
the early 1980's which were more severe in Minnesota than nationwide.
Minnesota non-farm employment growth generally kept pace with the nation in
the period after the 1981-82 recession ended in late 1982.  In the period
1990 to 1997, non-farm employment growth in Minnesota exceeded national
growth.  Minnesota's non-farm employment grew 16.7% compared to 11.8%
nationwide.

     Since 1980, Minnesota per capita personal income has been within six
percentage points of national per capita personal income.  The state's per
capita income, which is computed by dividing personal income by total
resident population, has generally remained above the national average in
spite of the early 1980's recessions and some difficult years in
agriculture.  In 1997, Minnesota per capita personal income was 104.7% of
its U.S. counterpart.

     Another measure of the vitality of Minnesota's economy is its
unemployment rate. During 1996 and 1997, respectively, Minnesota's monthly
unemployment rate was generally less than the national unemployment rate,
averaging 3.3% in 1997, as compared to the national average of 4.9%.

New Jersey Series

     New Jersey's economic base is diversified, consisting of a variety of
manufacturing, construction and service industries, supplemented by rural
areas with selective commercial agriculture.  New Jersey's principal
manufacturing industries produce chemicals, pharmaceuticals, electrical
equipment and instruments, machinery, services, wholesale and retail trade,
food products, and printing.  Other economic activities include services,
wholesale and retail trade, insurance, tourism, petroleum refining and truck
farming.

     While New Jersey's economy continued to expand during the late 1980s,
the level of growth slowed considerably after 1987.  By the beginning of the
national recession in July 1990 (according to the National Bureau of
Economic Research), construction activity had already been declining in New
Jersey for nearly two years, growth had tapered off markedly in the service
sectors and the long-term downward trend of factory employment had
accelerated, partly because of a leveling off of industrial demand
nationally.  The onset of recession caused an acceleration of New Jersey's
job losses in construction and manufacturing, as well as an employment
downturn in such previously growing sectors as wholesale trade, retail
trade, finance, utilities and trucking and warehousing.  The net effect was
a decline in the State's total nonfarm wage and salary employment from a
peak of 3,689,800 in 1989 to a low of 3,445,000 in 1992.  This loss has been
followed by an employment gain of 205,200 from May 1992 to October 1996, a
recovery of 78% of the jobs lost during the recession.  In July 1991, S&P
lowered the State's general obligation bond rating from AAA to AA+.  As of
June 30, 1997, S&P, Moody's and Fitch rate the State's long-term general
obligations AA+, Aa1 and AA+, respectively.

     Reflecting the downturn, the rate of unemployment in the State rose
from a low of 3.6% during the first quarter of 1989 to a recessionary peak
of 8.4% during 1992.  Since then, the unemployment rate fell to 6.2% during
1996.  For the six quarters following mid-1996, employment growth in New
Jersey has ranged between 1.5% and 2%.

     The revised estimate as shown in the Governor's Fiscal Year 1999 Budget
forecasts Sales and Use Tax collections for Fiscal Year 1998 as $4.72
billion, a 6.9% rate of growth over Fiscal Year 1997 revenue.  The Fiscal
Year 1999 estimate of $4.9 billion, is a 4.4% increase from the Fiscal Year
1998 estimate.

     The revised estimate as shown in the Governor's Fiscal Year 1999 Budget
forecasts Gross Income Tax collections for Fiscal Year 1998 of $5.3 billion.
The estimate for fiscal year 1999 as shown in the Governor's Fiscal Year
1999 Budget of $5.9 billion, is a 9.7% increase from the Fiscal Year 1998
estimate.  Included in the Fiscal Year 1999 forecast is an increase in the
property tax deduction to $10,000, or a $50 credit.  This will reduce the
fiscal year 1999 collection by about $67 million compared to fiscal year
1998.

     The revised estimate as shown in the Governor's Fiscal Year 1999 Budget
forecasts Corporation Business Tax collections for Fiscal Year 1998 of
$1.315 billion.  Included in the Corporation Business Tax forecast is a
reduction in the Corporation Business Tax rate from 9.375% to 9.0% of net
New Jersey income as well as two policy changes enacted into law in 1995
which (i) effective June 30, 1997, allow corporations with multi-state
operations to allocate income to New Jersey using a formula which double
weights the sales receipts factor to give a tax preference to corporations
that have a higher concentration of payroll and facilities in New Jersey and
(ii) provide a 7.5% rather than a 9% tax rate for corporations that have net
income up to $100,000.  The Fiscal Year 1999 forecast as shown in the
Governor's Fiscal 1999 Budget of $1.4 billion, represents a 8.8% increase
from the Fiscal Year 1998 estimate.

     The revised estimate as shown in the Governor's Fiscal Year 1999 Budget
forecasts Other Miscellaneous Taxes Fees and Revenues collections for Fiscal
Year 1998 as $1.997 billion, a decrease from fiscal year 1997 revenue.

     Should revenues be less than the amount anticipated in the budget for a
fiscal year, the Governor may, pursuant to statutory authority, prevent any
expenditure under any appropriation.  There are additional means by which
the Governor may ensure that the State is operated efficiently and does not
incur a deficit.  No supplemental appropriation may be enacted after
adoption of an appropriations act except where there are sufficient revenues
on hand or anticipated, as certified by the Governor, to meet such
appropriation.  In the past when actual revenues have been less than the
amount anticipated in the budget, the Governor has exercised her plenary
powers leading to, among other actions, implementation of a hiring freeze
for all State departments and the discontinuation of programs for which
appropriations were budgeted but not yet spent.

     The State appropriated approximately $15,978 billion and $16.8 billion
for Fiscal 1997 and 1998, respectively.  Of the $16.8 billion appropriated
in Fiscal Year 1998 from the General Fund, the Property Tax Relief Fund, the
Casino Control Fund, the Casino Revenue Fund and Gubernatorial Elections
Fund, $6.8 billion (40.5%) is appropriated for State aid to local
governments, $3.9 billion (23.2%) is appropriated for grants-in-aid
(payments to individuals or public or private agencies for benefits to which
a recipient is entitled by law or for the provision of service on behalf of
the State), $5.1 billion (30.3%) for Direct State services, $0.5 billion
(3.0%) for debt service on State general obligation bonds and $0.5 billion
(3.0%) for capital construction.

     Should tax revenues be less than the amount anticipated in the Budget
for a fiscal year, the Governor may, pursuant to statutory authority,
prevent any expenditure under any appropriation.  The appropriations for
Fiscal Year 1998 and for Fiscal year 1999 reflect the amounts contained in
the Governor's Fiscal Year 1999 Budget.

     The State has made appropriations for principal and interest payments
for general obligation bonds for fiscal years 1995 through 1998 in the
amounts of $103.6 million, $466.3 million, $447.0 million and $0.5 billion,
respectively.  The Governor's Fiscal Year 1999 Budget for Fiscal Year 1999
includes an appropriation in the amount of $506.1 million for principal and
interest payments for general obligations bonds.

North Carolina Series

     Economic Characteristics.  The economic profile of North Carolina
consists of a combination of industry, agriculture, and tourism.  Non-
agricultural wage and salary employment accounted for approximately
3,546,500 jobs in 1996, of which approximately 844,800 were in
manufacturing.  According to the North Carolina Bureau of Labor Statistics,
in July 1997, the State ranked tenth in non-agricultural employment and
eighth in manufacturing employment.  During the period from 1990 to 1996,
per capita income in the State grew from $16,673, to $22,205, an increase of
33.2%.  The North Carolina Employment Security Commission estimated the
December 1997 seasonally adjusted unemployment rate to be 3.6%, as compared
with a national unemployment rate of 4.7%.

     Agriculture is a basic element in North Carolina's economy.  Gross
agricultural income in 1996 reached over 7.8 billion, placing the State
eighth in the nation in gross agricultural income.  The poultry industry is
the leading source of agricultural income, accounting for 29% of gross
agricultural income.  Pork production accounts for 22% of gross agricultural
income. The tobacco industry remains important to North Carolina providing
approximately 13% of gross agricultural income.

     North Carolina's agricultural diversity and a continuing emphasis on
marketing efforts have protected farm income from some of the wide
variations experienced in states where most of the agricultural economy is
dependent on a small number of agricultural commodities.  North Carolina has
the third most diversified agricultural economy in the nation.  In 1996,
there were approximately 58,000 farms in the State.  A strong agribusiness
sector also supports farmers with farm inputs (agricultural chemicals and
fertilizer, farm machinery, and building supplies) and processing of
commodities produced by farmers (vegetable canning and cigarette
manufacturing).  North Carolina's agricultural industry, including food,
fiber and forest, contributes over $45 billion annually to the State's
economy.

     The labor force has undergone significant changes during recent years.
The State has moved from an agricultural to a service and goods producing
economy.  According to the Employment Security Commission, the labor force
has grown from 2,855,200 in 1980 to 3,796,200 in 1996, an increase of 33%.

     The Travel and Tourism Division of the North Carolina Department of
Commerce has estimated that approximately $9.8 billion was spent on tourism
in the State in 1995, an increase of approximately 8.1 percent over 1994,
two-thirds of which was derived from out-of-state travelers.  The Travel and
Tourism Division estimates approximately 161,000 people were employed in
tourism-related jobs in the State.  The effects of severe hurricanes in 1996
may have an adverse effect in certain areas of the State as to tourism
related activities.

     Revenue Structure.  North Carolina's three major operating funds, which
receive revenues and from which monies are expended, are the General Fund,
the Highway Fund and the Highway Trust Fund.  The 1989 General Assembly
created the Highway Trust Fund to provide monies for a major highway
construction program for the State.  There are no prohibitions or
limitations in the North Carolina Constitution on the State's power to levy
taxes except an income tax rate limitation of 10% and a prohibition against
a capitation or "poll" tax.

     A portion of North Carolina's tax revenue is generated from individual
and corporate income taxes, sales and use taxes, highway use tax on certain
short-term motor vehicle rentals, corporate franchise tax, taxes on
alcoholic beverages, tobacco products and soft drinks, inheritance taxes,
insurance taxes levied on insurance companies and other taxes, which
revenues are deposited into the State's General Fund.  Additional tax
revenue is generated from a motor fuels tax, a highway use tax on long term
rentals and retail sales of motor vehicles and motor vehicle license tax,
which revenue is deposited in the Highway Fund and Highway Trust Fund.
Additional non-tax revenue deposited to the General Fund consists of (i)
institutional and departmental receipts which are deposited with the State
Treasurer, including fees, tuition payments, and Federal funds collected by
State agencies, (ii) interest earned by the State Treasurer on investments
of General Fund monies, and (iii) revenues from the judicial branch.
Federal aid is an important source of non-tax revenue for the Highway Fund
and Highway Trust Fund.

     State Budget.  The North Carolina Constitution requires that the total
expenditures of the State for the fiscal period covered by the budget not
exceed the total of receipts during the fiscal period and the surplus
remaining in the State Treasury at the beginning of the period.

     The budget is based upon estimated revenues and a multitude of existing
and assumed State and non-State factors, including State and national
economic conditions, international activity and federal government policies
and legislation.

     The Executive Budget Act, adopted by the General Assembly in 1925, sets
out the procedure by which the State's budget is adopted and administered.
The Act requires the adoption of a balanced budget.  North Carolina General
Statute Section 143-25 provides that the Governor, as ex officio Director of
the Budget, "may reduce all of said appropriations, pro rata when necessary,
to prevent an overdraft or deficit to the fiscal period for which such
appropriations are made.  The purpose and policy of this Article is to
provide and insure there shall be no overdraft or deficit in the General
Fund of the State at the end of the fiscal period, growing out of
appropriations for maintenance, and the Director of the Budget is directed
and required to so administer this Article so as to prevent any such
overdraft or deficit.  Prior to taking any action under this section to
reduce appropriations pro rata, the Governor may consult with the Advisory
Budget Commission."  The Governor may take less drastic action to reduce
expenditures to maintain a balanced budget before the need for across-the-
board appropriations reduction arises.

     In November 1996, the voters of the State approved a Constitutional
amendment giving the Governor the power to veto budgetary and certain other
legislative matters.

     Actual General Fund tax revenue totaled $10,670,500,000 in 1996-97, an
increase of 7.1% over 1995-96. This gross tax revenue includes revenues from
securities lending activity in the amount of $105,700,000.  The individual
income tax personal exemption was increased from $2,000 to $2,250 for 1995
and further to $2,500 for 1996 and beyond.  In addition, a $60 child tax
credit was enacted beginning with the 1995 tax year.  The remaining portion
of the State intangibles tax was also repealed as of January 1, 1995.

     The State sales and use tax rate on food consumed at home was reduced
from 4.0% to 3.0% beginning January 1, 1997.  Effective July 1, 1998, the
rate decreases to 2.0%. The State corporate income tax rate will be reduced
from 7.5% to 7.25% in 1998, 7.0% in 1999, and 6.9% in 2000 and thereafter.
The State homestead exemption was increased, decreasing the ad valorem tax
base for counties.  Most privilege license taxes were eliminated as of
January 1, 1997.  The State  tax will also be phased out over three years
beginning July 1, 1997.

     The Highway Fund revenue collections totaled $1,647,800,000 in fiscal
year 1996-97, a 9.1% increase over 1995-96. Sources of revenues for the
Highway Fund include taxes on the sale of motor fuels as well as
registration and licensing fees for motor vehicles.  This gross revenue
includes revenues from securities lending activity in the amount of $6
million.

     The Highway Trust Fund is more dependent on consumption-based revenues,
such as taxes and fees derived from sales of motor fuels and vehicles, than
the Highway Fund, which draws upon more stable sources for its revenue, such
as motor vehicle registration and licensing fees.  The Highway Trust Fund
revenue collections totaled $792,600,000 in fiscal year 1996-97, a 7.5%
increase over 1995-96.  This gross revenue includes revenues from securities
lending activity in the amount of $16,200,000.

     State Indebtedness.  The North Carolina Constitution provides in
substance that the State shall not contract a debt, other than refunding
debt, by borrowing money in any biennium and pledge its faith and credit to
the payment thereof for an amount in excess of two-thirds of the amount by
which the outstanding debt of the State was reduced in the preceding
biennium unless the proposed debt is submitted to and approved by the voters
at an election.

     The State is authorized by the Constitution to borrow in anticipation
of the collection of taxes due and payable within the current fiscal year to
an amount not exceeding 50% of such taxes.  The State has not borrowed in
anticipation of taxes since fiscal year 1959-60.

     There are no bonds of the State outstanding which contemplate the
appropriation by the General Assembly of such amount as may be necessary to
make up any deficiency in a debt service reserve therefor.  Furthermore, no
legislation has been enacted by the General Assembly which would authorize
the issuance of any such bonds.

     Litigation.  The following are cases pending in which the State of
North Carolina faces the risk of either a loss of revenue or an
unanticipated expenditure but which, in the opinion of the Department of
State Treasurer, would not materially adversely affect the State of North
Carolina's ability to meet its financial obligations:

     1.   Leandro, et al. v. State of North Carolina and State Board of
Education.  On May 25, 1994 students and boards of education in five
counties in the State filed suit in Superior Court requesting a declaration
that the public education system of North Carolina, including its system of
funding, violates the State constitution by failing to provide adequate or
substantially equal educational opportunities and denying due process of law
and violates various statutes relating to public education.

     The suit is similar to a number of suits in other states, some of which
resulted in holdings that the respective systems of public education funding
were unconstitutional under the applicable state law.  The State filed a
motion to dismiss, which was denied at the trial court level. On Appeal, the
North Carolina Supreme Court upheld the present funding system against the
claim that it unlawfully discriminated against low wealth counties but
remanded the case for trial on the claim for relief based on the Court's
conclusion that the North Carolina Constitution guarantees every child the
opportunity to obtain a sound basic education.  Five other North Carolina
counties intervened and now allege claims for relief on behalf of their
students' rights to sound basic education on the basis of the high
proportion of at risk students in the counties' systems.  The North Carolina
Attorney General's Office believes that sound legal arguments support the
State's position.

     2.   Francisco Case.  On August 10, 1994, a class action lawsuit was
filed in Wake County Superior Court against the Superintendent of Public
Instruction and the State Board of Education on behalf of a class of parents
and their children who are characterized as limited English proficient.  The
complaint alleges that the State has failed to provide funding for the
education of these students and has failed to supervise local school systems
in administering programs for them.  The complaint does not allege an amount
in controversy, but asks the Court to order the defendants to fund a
comprehensive program to insure equal educational opportunities for limited
English proficient children.  Discovery is underway, but no trial date has
been set.  The North Carolina Attorney General's Office believes that sound
legal arguments support the State's position.

     3.   Bailey case -- State Tax Refunds-State Retirees.  State and local
government retirees filed a class action suit in 1990 as a result of the
repeal of the income tax exemptions for State and local government
retirement benefits.  The original suit was dismissed after the North
Carolina Supreme Court ruled in 1991 that the plaintiffs had failed to
comply with State law requirements for challenging unconstitutional taxes
and the United States Supreme Court denied review.  In 1992, many of the
same plaintiffs filed a new lawsuit alleging essentially the same claims,
including breach of contract, unconstitutional impairment of contract rights
by the State in taxing benefits that were allegedly promised to be tax-
exempt and violation of several State constitutional provisions.

     On May 31, 1995, the Superior Court issued an order ruling in favor of
the plaintiffs.  Under the terms of the order, the Superior Court found that
the act of the General Assembly that repealed the tax exemption on State and
local government retirement benefits is null, void and unenforceable and
that retirement benefits which were vested before August 1989 are exempt
from taxation.  On May 8, 1998 the North Carolina Supreme Court affirmed the
Superior Court order in favor of the plaintiffs, with minor modifications
which were also favorable to the plaintiffs.  Following the North Carolina
Supreme Court decision and remand in Bailey, and because arguably federal
retirees must be treated the same as state retirees with respect to the
taxation of retirement income, Bailey and Patton (discussed in 5 below) were
settled for a total of $799 million.  On June 11, 1998, class counsel for
the plaintiffs in Bailey and Patton and the Speaker of the North Carolina
Senate entered into a consent agreement settling the two cases for $799
million.  The settlement is conditioned on legislation being enacted by the
North Carolina General Assembly appropriating the $799 million, and approval
by the trial court.  A fairness hearing was held by the trial court on July
22, 1998.  It is anticipated that by September 1, 1998 both the North
Carolina General Assembly and the trial court will take necessary actions to
implement the consent agreement resolving the Bailey and Patton cases.

     4.   Faulkenbury v. Teachers' and State Employees' Retirement System,
Peele v. Teachers' and State Employees' Retirement System and Woodard v.
Local Governmental Employees' Retirement System.  Plaintiffs are disability
retirees who brought class actions in state court challenging changes in the
formula for payment of disability retirement benefits and claiming
impairment of contract rights, breach of fiduciary duty, violation of other
federal constitutional rights, and violation of state constitutional and
statutory rights. The Superior Court issued an order ruling in favor of
plaintiffs.  The Order was affirmed by the North Carolina Supreme Court.  A
determination of the actual amount of the State's liability and the payment
process is being determined by the parties.  The plaintiffs have submitted
documentation to the court asserting that the cost in damages and higher
prospective benefit payments to the plaintiffs and class members would
amount to $407 million.  These amounts would be payable from the funds of
the Retirement systems.

     5.   Patton case -- Federal Retirees.  Federal retirees filed a class
action suit in Wake County Superior Court in 1995 seeking monetary relief
for taxes paid since 1989.  This action was being held in abeyance pending
the outcome in Bailey.  The federal retirees alleged, should the plaintiffs
in Bailey prevail, such a result, would re-establish the disparity of
treatment between state and federal pension income which was held
unconstitutional in Davis v. Michigan (1989).  In Davis, the United States
Supreme Court ruled that a Michigan income tax statute which taxed federal
retirement benefits while exempting those paid by state and local
governments violated the constitutional doctrine of intergovernmental tax
immunity.  At the time of the Davis decision, North Carolina law contained
similar exemptions in favor of state and local retirees.  Those exemptions
were repealed prospectively, beginning with 1989 tax year.

     On May 8, 1998, the North Carolina Supreme Court affirmed the Superior
Court order in favor of the plaintiffs in Bailey.  See Bailey above for
discussion on settlement of the Bailey and Patton cases.

     6.   Smith Case.  This class action is related to litigation in Fulton
Corporation v. Faulkner, a case filed by a single taxpayer and decided by
the United States Supreme Court in 1996 regarding the constitutionality of
certain taxes previously collected by the State on intangible personal
property.  On July 7, 1995, while the Fulton case was pending before the
United States Supreme Court, the Smith class action was commenced on behalf
of all other taxpayers who had compiled with the requirements of the North
Carolina tax refund statute and would therefore be entitled to refunds if
Fulton prevailed on its refund claim.  These original plaintiffs were later
designated Class A when a second group of plaintiffs were added. The new
class, denominated Class B, consisted of taxpayers who had paid the tax but
failed to comply with the tax refund statute.  On February 21, 1996, the
United States Supreme Court held in Fulton that the State's intangibles tax
on shares of stock in non-North Carolina corporations (by then repealed)
violated the Commerce Clause of the United States Constitution because it
discriminated against stock issued by corporations that do all or part of
their business outside of North Carolina.  It remanded the case to the North
Carolina Supreme Court to consider remedial issues, including whether the
offending provision in the statute (the taxable percentage deduction) was
severable.

     On February 10, 1997, the Supreme Court of North Carolina in the Fulton
remand proceeding severed the taxable deduction provision and invited the
General Assembly to determine the appropriate remedy for the discriminatory
tax treatment of eligible taxpayers who paid the tax but did not benefit
from the deduction.  While the General Assembly considered the remedial
issues raised by the Fulton remand, the Smith plaintiffs moved for judgment
on their refund claims.  On June 11, 1997, the trial judge in Smith ordered
refunds to be made for tax years 1991-1994 to the Class A plaintiffs and
dismissed the Class B claims. Refunds to Class A taxpayers, totaling
approximately $120,000,000 have substantially been paid, with interest.  The
Class B plaintiffs appealed, and their appeal is pending in the North
Carolina Court of Appeals.  The North Carolina Attorney General's Office
believes that sound legal arguments support dismissal of the Class B and
that the trial judge's ruling will be upheld on appeal.

     A second class action lawsuit was filed on January 16, 1998, by
intangibles taxpayers who paid intangibles tax on shares of stock for tax
years 1990-1994 and did not receive refunds because they failed to meet the
tax refund statute requirements.  These are the same taxpayers as Class B
plaintiffs in Smith, but they claim refund entitlement under an alternative
theory.  They claim refunds of approximately $131,750,000 for tax years 1991-
1994 and $80,000,000 for tax year 1990.  The North Carolina Attorney
General's Office believes that sound legal arguments support dismissal of
this action.

Ohio Series

     State Economy and Budget.  The "non-manufacturing" sector employs
approximately 79% of all non-agricultural payroll workers in the State of
Ohio.  Economic activity in Ohio, as in many other industrially developed
states, tends to be more cyclical than in some other states and in the
nation as a whole.  Agriculture and related agricultural sectors combined
also is an important segment of the Ohio economy.  The financial condition
of the State has fluctuated in a pattern related to national economic
conditions, with periods of prolonged stringency characterizing fiscal years
1980 through 1983.  Additionally, the 1980-82 recession brought with it a
substantial increase in bankruptcies and foreclosures.  While the State's
economy improved since 1983, the State experienced an economic slowdown in
1990-91, consistent with the national economic conditions during that
period.

     The State constitution imposes a duty on the Ohio General Assembly to
"provide for raising revenue, sufficient to defray the expenses of the
State, for each year, and also a sufficient sum to pay the principal and
interest as they become due on the State debt."  The State is effectively
precluded by law from ending a fiscal year or a biennium in a "deficit"
position.  State borrowing to meet casual deficits or failures in revenues
or to meet expenses not otherwise provided for is limited by the
constitution to $750,000.

     The State finances most of its operations through the General Revenue
Fund ("GRF") which receives general state revenues not otherwise dedicated
pursuant to certain constitutional and statutory claims on state revenues.
The GRF sources consist primarily of personal income and sales-use taxes.
The GRF ending (June 30) biennial fund balance is reduced during less-
favorable national economic periods and then increases during more favorable
economic periods.

     The Office of Budget and Management ("OBM") reported positive $1,084.4
million and $1,649.0 million ending fund and cash balances, respectively,
for the GRF for fiscal year ended June 30, 1998.  In addition, as of the
same date, the Budget Stabilization Fund ("BSF") had a cash balance of
$862.7 million.

     The GFR appropriations act for the biennium beginning July 1, 1997 was
passed on June 25, 1997 and promptly signed (after selective vetoes) by the
Governor.  The act provides for total GRF biennial expenditures of over $36
billion, an increase over those for the 1996-97 fiscal biennium.
Legislation passed in the spring of 1998 increased the GRF Fiscal Year 1999
appropriation level for elementary and secondary education, with the
increase to be funded in part by mandated small (0.5-3%) percentage
reductions in State appropriations for various State agencies and
institutions; expressly exempt from those deductions are all appropriations
for debt service including lease rental payments.  The June 30, 1998 GRF
ending fund balance guaranteed the availability of funds to support an
income tax reduction for Calendar Year 1998 and educational projects in the
state.  In accordance with Ohio General Assembly direction, $701.4 million
was transferred to the Income Tax Reduction Fund to provide a tax cut in the
1998 income tax rates; transfers of $170 million and $30 million were made
to the Public School Building Assistance Fund and the School District
Solvency Fund, respectively.  In addition, $44.2 million was transferred
from the GRF to the Budget Stabilization Fund.

     State statutory provisions permit the adjustment of payment schedules
and the use of the Total Operating Fund ("TOF") to manage temporary GRF cash
flow deficiencies.  The State has not undertaken external revenue
anticipation borrowing.

     TOF includes the total consolidated total cash balances, revenues,
disbursements and transfers of the GRF and several other specified funds.
TOF cash balance at June 30, 1998 was $6,317.1 million.  These cash balances
are consolidated only for the purpose of meeting cash flow requirements and,
except for the GRF, a positive cash balance must be maintained for each
discrete fund included in the TOF.  The GRF is permitted to incur a
temporary cash deficiency by drawing upon the available consolidated cash
balance in the TOF.  The amount of that permitted GRF cash deficiency at any
time is limited to 10% of GRF revenues for the then-preceding fiscal year.
GRF cash flow deficiencies occurred in four months of the fiscal year ending
June 30, 1997, the highest being $565.7 million in December 1996.  GRF cash
flow deficiencies have occurred in five months of the fiscal year ending
June 30, 1998, the highest being $742.1 million in December 1997.

     State Debt.  The Ohio Constitution prohibits the incurrence or
assumption of debt by the State without a popular vote except to (i) cover
causal deficits or failures in revenues limited in amount of $750,000 and
(ii) repel invasion, suppress insurrection or defend the State in war.

     From 1921 to July 1, 1998, the voters of Ohio, by fifteen
constitutional amendments, have authorized the incurrence of state debt to
which taxes or excises were pledged for payment, all of which related to
capital facilities financing, except for three funding veterans' bonuses.
The only such tax-supported debt still authorized to be incurred are
highway, local infrastructure, coal development and natural resource
obligation bonds.

     A 1995 constitutional amendment extended the local Infrastructure Bond
program.  The amendment authorizes not more than $1.2 billion to be
outstanding at any time and not more than $220 million to be issued in a
fiscal year.

     A 1985 constitutional amendment authorized up to $100 million in state
full faith and credit obligations for coal research and development to be
outstanding at any one time.  In addition, the General Assembly has
authorized the issuance of $150 million of Coal Development Bonds.  As of
July 1, 1998, $95 million of Coal Development Bonds were issued, of which
$28.3 million were outstanding.

     A 1987 state constitutional amendment authorized the issuance of $1.2
billion of state full faith and credit obligations for general obligation
Infrastructure Bonds to finance local infrastructure improvements of which
no more than $120 million may be issued in any calendar year.  A 1995
constitutional amendment extended this authority by authorizing an
additional $1.2 billion to be issued over ten years.  As of July 1, 1998,
approximately $1.2 billion of such obligations were issued, of which
approximately $945.5 million were outstanding.

     A constitutional amendment adopted in 1990 authorizes greater state and
political subdivision participation in the provision of housing for
individuals and families.  This supplements the previously constitutionally
authorized for loans-for-lenders and other housing assistance programs,
financed in part with State Revenue Bonds.  The amendment authorizes the
General Assembly to provide for state assistance for housing in a variety of
manners.  The General Assembly could authorize state borrowing for the
purpose by the issuance of state obligations secured by a pledge of all or a
portion of state revenues or receipts, although the obligations may not be
supported by the State's full faith and credit.

     A constitutional amendment approved by the voters in 1993 authorizes
$200 million in state general obligation bonds to be outstanding for parks,
recreation and natural resource purposes (no more than $50 million to be
issued in any one fiscal year).

     The Commissioners of the Sinking Fund, as of July 1, 1998, had
authorization to issue the following additional general obligation bonds:
$55 million coal development, $597.5 million highway capital improvements
and $80 million natural resources.

     A constitutional amendment approved at the November 1994 election
pledges the full faith and credit and taxing power of the State to meeting
certain guarantees under the State's tuition credit program.  That program
provides for purchase of tuition credits, for the benefit of state
residents, guaranteed to cover a specified amount when applied to the cost
of higher education tuition.  Under the amendment, to secure the tuition
guarantees the General Assembly shall appropriate moneys sufficient to
offset any deficiency that may occur from time to time in the trust fund
that provides for the guarantees and at any time necessary to make payment
of the full amount of any tuition payment or refund required by a tuition
payment contract.

     In addition, the State constitution authorizes the issuance, for
certain purposes, of state obligations the owners or holders of which are
not given the right to have taxes or excises levied by the General Assembly
to pay principal and interest.  Such special obligations include bonds and
notes issued by, among others, the Ohio Public Facilities Commission
("OPFC"), the Ohio Building Authority ("OBA") and certain obligations issued
by the Treasurer of State.  As of July 1, 1998, the OPFC had issued
approximately $4.417 billion for higher education facilities, approximately
$2.093 billion of which were outstanding, approximately $1.078 billion for
mental health facilities, approximately $343.4 million of which were
outstanding and $194.9 million for parks and recreation facilities,
approximately $85.6 million of which were outstanding.

     A statewide economic development program assists, with loans and loan
guarantees, the financing of facilities for industry, commerce, research and
distribution.  The law authorizes the issuance of state bonds and loan
guarantees secured by a pledge of portions of the state profits from liquor
sales.  The General Assembly has authorized the issuance of these bonds by
the State Treasurer, with a general maximum of $300 million currently
authorized to be outstanding at any one time (excluding bonds issued to meet
guarantees, but less any amount by which 4% of the unpaid principal amount
of guaranteed loan payments exceeds the funded amount applicable to the
guarantees).  The aggregate amount from the liquor profits to be used in any
fiscal year in connection with these bonds (except for bonds issued to meet
guarantees) may not under present law exceed $25 million.  The total of
unpaid guaranteed loan amounts and unpaid principal of direct loans may not
exceed $500 million.  A 1996 issue of $168.74 ($163.19 million outstanding)
million of taxable bonds refunded the outstanding bonds and provided
additional funds for the program.  The highest future fiscal year debt
service on those bonds, which are payable through 2022, is approximately
$16.2 million in 2008.

     Only a portion of state capital needs can be met by direct GRF
appropriations; therefore, additional state borrowing for capital purposes
has been and will be required.  Under present constitutional limitations,
most of that borrowing will be primarily by lease-rental supported
obligations such as those issued by OPFC and OBA and, in some cases, by the
Treasurer.

     The general capital appropriations act for the 1997-1998 capital
appropriations biennium authorizes additional borrowing.  It authorizes
issuance by OPFC of obligations, in addition to those previously authorized
by the General Assembly, in the amounts $559 million for higher education
capital facilities projects (a substantial number of which are renovations
of equipment and improvements to existing facilities), $68.4 million for
mental health and retardation facilities projects, and $22.7 million for
parks and recreation facilities.  It also authorizes the OBA to issue
obligations in the amounts of $197.4 million for local jails and prisons,
$37.8 million for Department of Youth Services facilities, $125.65 million
for Department of Administrative Services facilities, $80.7 million for Ohio
Arts Facilities Commission facilities, $75.8 million for Department of
Public Safety and $27.75 million for Ohio Department of Transportation
facilities.  In addition, the Treasurer of State has been authorized to
issue bonds to finance approximately $538.6 million of capital improvements
for elementary and secondary public school facilities ($223.6 issued).  As
of July 1, 1998, the Commissioners of the Sinking Fund had additional
General Assembly authorization to issue $55.0 million of additional Coal
Development Bonds, $597.5 million of highway obligation bonds, and $80
million of Natural Resources Bonds.  Also as of July 1, 1998, the Treasurer
had additional General Assembly authorization to issue $120 million of
additional Infrastructure bonds.

     Capital appropriations legislation provides for two new categories of
revenue-type financing.  The Ohio Building Authority is authorized to issue
lease revenue obligations to assist in the financing of up to 15% of the
estimated cost of certain Ohio sports facilities.  In addition, a revolving
fund is created to assist in financing local multimodal and intermodal
transportation facilities, initially funded with a deposit of $30 million of
GRF moneys.

     A state law, originally enacted in 1986 and now amended (the "Rail
Act"), authorizes the Ohio Rail Development Commission (replacing the prior
Ohio High-Speed Rail Authority to issue obligations to finance the cost of
rail service projects within the State, either directly or by loans to other
entities.  The Rail Act originally was limited to inter-city passenger
services.  The amendments extend the authority to include freight and
commuter service.  The Rail Development Commission (or the predecessor
Authority) from time to time has considered financing plan options and the
general possibility of issuing bonds or notes.  The Rail Act prohibits,
without express approval by joint resolution of the General Assembly, the
collapse of any escrow of financing proceeds for any purpose other than
payment of the original financing, the substitution of any other security,
and the application of any proceeds to loans or grants.  The Rail Act
authorizes the Rail Development Commission, but only with subsequent General
Assembly action, to pledge the faith and credit of the State but not the
State's power to levy and collect taxes (except ad valorem property taxes if
subsequently authorized by the General Assembly) to secure debt service on
any post-escrow obligations and, provided it obtains the annual consent of
the State Controlling Board, to pledge to and use for the payment of debt
service on any such obligations all excises, fees, fines and forfeitures and
other revenues (except highway use receipts) of the State after provision
for the payment of certain other State obligations.  The Ohio Department of
Transportation appropriations bill for the 1998-1999 biennium, as now passed
by both Houses and signed by the Governor repeals the "full faith and
credit" and use of state revenue provisions.

     The State and state agencies have issued revenue bonds that are payable
from net revenues of or relating to revenue-producing facilities or
categories of facilities, such as those issued by the Ohio Turnpike
Commission.  Under interpretations by Ohio courts, those revenue bonds are
not "debt" within the meaning of the constitutional provisions prohibiting
the incurrence of debt without popular vote.  The Constitution also
authorizes state bonds (issued by the Ohio Housing Finance Agency) for
certain housing purposes; tax moneys may not be obligated or pledged to
those bonds.

     The State is a party to various legal proceedings seeking damages or
injunctive relief and generally incidental to its operations.  The State
also is party to certain litigation questioning the constitutionality of the
State's system of school funding, which question recently was decided by the
Ohio Supreme Court.  The Ohio Supreme Court concluded in a decision released
in March 1997 that major aspects of the system are unconstitutional.  It
ordered the State to provide for and fund sufficiently a system complying
with the Ohio Constitution, staying its order for a year to permit time for
responsive corrective actions by the General Assembly.  The Court has
indicated that property taxes may still play a role in, but "can no longer
be the primary means" of, school funding.  The Court also confirmed that
contractual repayment provisions of certain debt obligations issued for
school funding will remain valid after the stay terminates.

     In addition, there is litigation pending in federal district court and
in the Ohio Court of Claims which contests the Ohio Department of Human
Services' (ODHS) prior Medicaid financial eligibility rules for married
couples when one spouse is living in a nursing facility and the other
resides in the community.  It is not possible at this time to state what
action or appeals plaintiffs will take or, should plaintiffs ultimately
prevail on any appeal, the period (beyond the current fiscal year) during
which necessary additional Medicaid expenditures would have to be made.
Plaintiffs have estimated total additional Medicaid expenditures at
$600,000,000 for the retroactive period and, based on current law, it is
estimated that the State's share of those additional expenditures would be
approximately $240,000,000.  The Court of Claims has certified the action
there as a class action.

     The State has identified and assessed "Year 2000 problems" in
connection with State agency computers and computer operations.  OBM is
satisfied that those problems are being and will be timely addressed, and
the costs of corrections will be within moneys available and appropriate for
the purpose.

     The outstanding state bonds issued by the OPFC currently are rated AA-
by both S&P and Fitch and Aa3 by Moody's.  (Certain recent issues or
portions of issues of Commission Bonds are the object of municipal bond
insurance procured by the original or subsequent purchasers and bear
different ratings.)  S&P rates certain of the State's general obligation
bonds AA+, with AAA ratings on the State's general obligation Highway Bonds.
The State's general obligation debt is rated as Aa1 by Moody's, and AA+ by
Fitch.

     State Employees and Retirement Systems.  The State has established five
public retirement systems to provide retirement, disability retirement and
survivor benefits.  The Public Employees Retirement System ("PERS"), the
largest of the five, covers both state and local public employees.  The
State Teachers Retirement System ("STRS") and School Employees Retirement
System ("SERS") primarily cover school district employees and public higher
education employees.  The Highway Patrol Retirement System ("HPRS") covers
State Troopers and the Police and Fire Pension and Disability System
("PFPDS") covers local safety forces.

     As the most recent year reported by the particular system, the unfunded
accrued liabilities of STRS and SERS were $7.168 billion and $1.076 billion,
respectively, and the unfunded accrued liabilities of PERS, HPRS and PFPDS
were $4.277 billion, $43.2 million and $1.253 billion, respectively.

     State Municipalities.  Ohio has a mixture of urban and rural
population, with approximately three-quarters urban.  There are
approximately 943 incorporated cities and villages (populations under 5,000)
in the State; six cities have populations of over 100,000 and eighteen over
50,000.

     A 1979 act established procedures for identifying and assisting those
few cities and villages experiencing defined "fiscal emergencies. " A
commission composed of state and local officials, and private sector members
experienced in business and finance appointed by the Governor, is to monitor
the fiscal affairs of a municipality facing substantial financial problems.
That act requires the municipality to develop, subject to approval and
monitoring by its commission, a financial plan to eliminate deficits and
cure any defaults and otherwise remedy fiscal emergency conditions, and to
take other actions required under its financial plan.  It also provides
enhanced protection for the municipality's bonds and notes and, subject to
the act's stated standards and controls, permits the State to purchase
limited amounts of the municipality's short-term obligations (used only
once, in 1980).

     As of 1997, the act has been applied to 11 cities and to 13 villages.
The situations in 9 cities and 9 villages have been resolved and their
commissions terminated.  Only the cities of East Cleveland and Nelsonville
and 4 villages remain under the procedure.  A new preliminary "fiscal watch"
status has recently been added, with two cities and one village currently in
this status.

     The fiscal emergency legislation was recently amended to extend its
potential application to counties (88 in the State) and townships.  This
extension is on an "if and as needed" basis, and not aimed at particular
existing fiscal problems of those subdivisions.

     New legislation addresses larger school districts in financial straits.
It is similar to that for municipal "fiscal emergencies," but is
particularly tailored to certain school districts and their present and
potential fiscal problems.  It has been applied to 6 districts, and 10
districts are currently on preliminary "fiscal watch" status.

     Federal courts have ruled that the State shared joint liability with
the local school districts for segregation in public schools in Cincinnati,
Cleveland, Columbus, Dayton and Lorain.  Subsequent trial court orders
directed that remedial costs be shared equally by the State and the
respective local districts.  For that purpose approximately $75.8 million
was expended in the 1992-93 biennium and approximately $119 million in the
1994-95 biennium, $144.8 million in the 1996-97 biennium, and approximately
$50.4 million appropriated for the Fiscal Year ended June 30, 1998 and $50.4
million for the Year ending June 30, 1999.  A recent settlement agreement in
one desegregation case is reducing annual state payments to one district.

     Summary.  Many factors affect or could affect the financial condition
of the State and other issuers of debt obligations, many of which are not
within the control of the State or such issuers.  There can be no assurance
that such factors and the resulting impact on state and local governmental
finances will not affect adversely the market value of Ohio Municipal
Obligations held in the portfolio of the Fund or the ability of the
respective obligors to make required payments on such obligations.

Pennsylvania Series

     General.  Pennsylvania historically has been dependent on heavy
industry although recent declines in the coal, steel and railroad industries
have led to diversification of the Commonwealth's economy.  Recent sources
of economic growth in Pennsylvania are in the service sector, including
trade, medical and health services, education and financial institutions.
Agriculture continues to be an important component of the Commonwealth's
economic structure, with nearly one-fourth of the Commonwealth's total land
area devoted to cropland, pasture and farm woodlands.

     In 1997, the population of Pennsylvania was 12.02 million people,
ranking fifth in the nation.  According to the U.S. Bureau of the Census,
Pennsylvania experienced a slight increase from the 1985 estimate of 11.85
million.  Pennsylvania has a high proportion of persons 65 or older, and is
highly urbanized, with almost 80% of the 1990 census population residing in
the 15 Metropolitan Statistical Areas of the Commonwealth.  The cities of
Philadelphia and Pittsburgh, the Commonwealth's largest metropolitan
statistical areas, together comprise approximately 50% of the Commonwealth's
total population.

     The state's workforce is estimated at 5.9 million people, ranking as
the sixth largest labor pool in the nation.  Pennsylvania's average annual
unemployment rate remained below the national average between 1986 and 1990.
Slower economic growth caused the rate to rise to 6.9% in 1991 and 7.5% in
1992.  The resumption of faster economic growth resulted in a decrease in
the Commonwealth's unemployment rate to 7.1 percent in 1993.  Seasonally
adjusted data for January 1998 show an unemployment rate of 4.6%, compared
to an unemployment rate of 4.7% for the United States as a whole.

     Financial Accounting.  Pennsylvania utilizes the fund method of
accounting and over 150 funds have been established for the purpose of
recording receipts and disbursements, of which the General Fund is the
largest.  Most of the operating and administrative expenses are payable from
the General Fund.  The Motor License Fund is a special revenue fund that
receives tax and fee revenues relating to motor fuels and vehicles (except
one-half cent per gallon of the liquid fuels tax which is deposited in the
Liquid Fuels Tax Fund for distribution to local municipalities) and all such
revenues are required to be used for highway purposes.  Other special
revenue funds have been established to receive specified revenues
appropriated to specific departments, boards and/or commissions.  Such funds
include the Game, Fish, Boat, Banking Department, Milk Marketing, State Farm
Products Show, State Racing and State Lottery Funds.  The General Fund, all
special revenue funds, the Debt Service Funds and the Capital Project Funds
combine to form the Governmental Fund Types.

     Enterprise funds are maintained for departments or programs operated
like private enterprises.  The largest of the Enterprise funds is the State
Stores Fund, which is used for the receipts and disbursements of the
Commonwealth's liquor store system.  Sale and distribution of all liquor
within Pennsylvania is a government enterprise.

     Financial information for the funds is maintained on a budgetary basis
of accounting ("Budgetary").  Since 1984, the Commonwealth has also prepared
financial statements in accordance with generally accepted accounting
principles ("GAAP").  The GAAP statements have been audited jointly by the
Auditor General of the Commonwealth and an independent public accounting
firm.  The Budgetary information is adjusted at fiscal year end to reflect
appropriate accruals for financial reporting in conformity with GAAP.  The
Commonwealth maintains a June 30th fiscal year end.

     The Constitution of Pennsylvania provides that operating budget
appropriations may not exceed the actual and estimated revenues and
available surplus in the fiscal year for which funds are appropriated.
Annual budgets are enacted for the General Fund and for certain special
revenue funds which represent the majority of expenditures of the
Commonwealth.

     Revenues and Expenditures.  Pennsylvania's Governmental Fund Types
receive over 57% of their revenues from taxes levied by the Commonwealth.
Interest earnings, licenses and fees, lottery ticket sales, liquor store
profits, miscellaneous revenues, augmentations and federal government grants
supply the balance of the receipts to these funds.  Revenues not required to
be deposited in another fund are deposited in the General Fund.  The major
tax sources for the General Fund are the 6% sales and use tax (34.9% of
General Fund revenues in fiscal 1997), the 2.8% personal income tax (33.2%
of General Fund revenues in fiscal 1997) and the 9.99% corporate net income
tax (9.8% of General Fund revenues in fiscal 1997).  Tax and fee proceeds
relating to motor fuels and vehicles are constitutionally dedicated to
highway purposes and are deposited into the Motor License Fund.  The major
sources of revenues for the Motor License Fund include the liquid fuels tax
and the oil company franchise tax.  That Fund also receives revenues from
fees levied on heavy trucks and from taxes on fuels used for aviation
purposes.  These latter revenues are restricted to the repair and
construction of highway bridges and aviation programs, respectively.
Revenues from lottery ticket sales are deposited in the State Lottery Fund
and are reserved by statute for programs to benefit senior citizens.

     Pennsylvania's major expenditures include funding for education ($7.31
billion of fiscal 1997 expenditures, and $7.53 billion of the fiscal 1998
budget) and public health and human services ($13.4 billion of fiscal 1997
expenditures, and $13.8 billion of the fiscal 1998 budget).

     Governmental Fund Types: Financial Condition/Results of Operations
(GAAP Basis). Financial conditions during fiscal years 1991 through 1995
were distinguished by slow economic growth and a rapid expansion of the
costs of certain governmental programs that together produced a significant
stress on the Commonwealth's budget.  These problems were particularly
evident during fiscal years 1990 and 1991 when revenues were significantly
below projections, and expenditures, largely driven by demand for public
welfare services, rose above budgeted amounts.  Actions taken during fiscal
1992 to bring the General Fund back into balance, including tax increases
and expenditure restraints, resulted in a $1.1 billion reduction to the
unreserved-undesignated fund deficit for combined Governmental Fund Types
and a return to a positive fund balance.  The fund balance for the
governmental fund types, as restated, has increased during the 1993 through
1997 fiscal years.  As of June 30, 1997, the fund balance totaled $1,364.9
million, including an unreserved-undesignated fund balance of $187.3
million.

General Fund: Financial Condition/Results of Operations.

     Five Year Overview (GAAP Basis).  For the five year period Fiscal Year
1993 through Fiscal Year 1997, total revenues and other sources rose at a
4.7% average annual rate while total expenditures and other uses grew by
4.1% annually.  The majority of the increase in total revenues and other
sources during this period occurred during fiscal 1992 when a $2.7 billion
tax increase was enacted to address a fiscal 1991 budget deficit and to fund
increased expenditures for fiscal 1992.  Also improved financial results and
structural cash flow modifications contributed to the lower borrowing.

     Program areas having the largest increase in costs for the fiscal 1992
to fiscal 1996 period were for protection of persons and property, due to an
expansion of state prisons, and for public health and welfare, due to rising
caseloads, program utilization and increased prices. Efforts to control
costs for various social welfare programs and the presence of favorable
economic conditions have led to a modest 5.6% increase for public health and
welfare costs for that five year period.

     Fiscal 1996 Financial Results (GAAP Basis).  For fiscal 1996 the fund
balance was drawn down $53.1 million from the balance at the end of fiscal
1995 to $635.2 million.  A planned draw down of the budgetary unappropriated
surplus during fiscal 1996 contributed to expenditures and other uses
exceeding revenues and other sources by $28.0 million.  Consequently, the
unreserved fund balance declined by $61.1 million, reducing the balance to
$381.8 million at the end of fiscal 1996.  Total revenues and other sources
increased by 8.7% for the fiscal year led by a 24.2% increase in
intergovernmental revenues.

     Fiscal 1996 Financial Results (Budgetary Basis).  Commonwealth revenues
for the fiscal year were above estimate and exceeded fiscal year
expenditures and encumbrances.  Prior to reserves for transfer to the Tax
Stabilization Reserve Fund, the fiscal 1996 closing unappropriated surplus
was $183.8 million, $65.5 million above estimate.  Commonwealth revenues
(prior to tax refunds) for the fiscal year increased by $113.9 million over
the prior fiscal year to $16,338.5 million representing a growth rate of
0.7% .  Tax rate reductions and other tax law changes substantially reduced
the amount and rate of revenue growth for the fiscal year.  Sales and use
tax revenues were $5,682.4 million or 2.8% over fiscal 1995 collections.
Personal income tax receipts for fiscal 1996 totaled $5,374.3 million, or
5.7% over collections for fiscal 1995.  Included in that increase was $67
million in net receipts from a tax amnesty program that was available for a
portion of the 1996 fiscal year.  Some portion of the tax amnesty receipts
represent normal collections of delinquent taxes.  The tax amnesty program
is not expected to be repeated.

     Funds held in reserve at the end of fiscal 1995 for transfer to the Tax
Stabilization Reserve Fund totaled $111.0 million.  The Tax Stabilization
Reserve Fund was anticipated to have an available balance of $182.8 million
at June 30, 1996, representing approximately 1.1% of general fund annual
commonwealth revenues.

     Fiscal 1997 Financial Results (GAAP Basis).  For fiscal 1997, assets
increased $563.4 million and liabilities declined $166.3 million to produce
a $729.7 million increase in fund balance at June 30, 1997.  The fund
balance increase during fiscal 1997 has brought a restoration of an
undesignated-unreserved balance.  The $187.3 million undesignated-unreserved
balance is the first recorded since fiscal 1994 and is the largest amount
since fiscal 1987.  Total revenues and other sources rose 3.5% for fiscal
1997.  An increase of 5.5% in tax revenue aided by an improving state
economy was partially offset by a $175.2 million decline in
intergovernmental revenues.  Expenditures and other uses increased by 1.0%
for the fiscal year.  General government program costs for fiscal 1997
declined by 14.3% from the fiscal year earlier.  A reduction in estimated
expenditures for maintaining the Commonwealth's self-insured worker's
compensation program is largely responsible for the decline.

     Fiscal 1997 Financial Results (Budgetary Basis).  The unappropriated
balance of Commonwealth revenues increased during the 1997 fiscal year by
$432.9 million.  Higher than estimated revenues and slightly lower
expenditures than budgeted caused the increase.  The unappropriated balance
rose from an adjusted amount of $158.5 million at the beginning of fiscal
1997, to $591.4 million (prior to reserves for transfer to the Tax
Stabilization Reserve Fund) at the close of the fiscal year.  Transfers to
the Tax Stabilization Reserve Fund for fiscal 1997 operations were $88.7
million representing the normal fifteen percent of the ending unappropriated
balance, plus an additional $100 million authorized by the General Assembly
when it enacted the fiscal 1998 budget.

     Fiscal 1998 Budget (Budgetary Basis).  The budget for fiscal 1998 was
enacted in May 1997.  Commonwealth revenue for the fiscal year at that time
were estimated to be $17,435.4 million before reserves for tax refunds.
That estimate represented an increase over estimated fiscal 1997
Commonwealth revenues of 1.0%.  Although actual fiscal 1997 revenues
exceeded the estimate, the adopted fiscal 1998 budget revenue estimate was
not changed and represents a 0.7% increase over actual fiscal 1997 revenues.
Fiscal 1998 estimates for Commonwealth revenues made at the time the budget
was enacted were based on an economic forecast for national economic growth
to slow through the remainder of calendar year 1997.  A growth rate of just
above 1.0% was anticipated to be maintained for the last two quarters of the
fiscal year and result in a 1.2% growth rate in real gross domestic product
for the second calendar quarter of 1998 over the second quarter of 1997.
This anticipated rate of economic growth is a result of anticipated slowing
of gains in consumer spending, business investment and residential housing.
Inflation was projected to remain modest and the unemployment rate was
projected to reach 6.0% by the second calendar quarter of 1998.

     The rate of anticipated growth of Commonwealth revenues was also
affected by the enactment of tax reductions and tax revenue dedications
effective for the 1998 fiscal year.  Excluding these newly enacted changes,
revenues were projected to increase by 2.4% during fiscal 1998.  Tax
reductions enacted for the 1998 fiscal year budget totaled an estimated
$170.0 million.  The reserve for tax refunds for fiscal 1998 has been
increased by 21.3% to $655.0 million.  A portion of the additional reserves
reflect tax refund liabilities that are expected to result in cash payments
in a subsequent fiscal year.

     Proposed Fiscal 1999 Budget.  In February 1998, the Governor presented
his proposed General Fund budget for fiscal 1999 to the General Assembly.
Revenue estimates in the proposed budget were developed using national
economic forecast with a projected real gross domestic product growth annual
rate below 2%.  Total Commonwealth revenues before reductions for tax
refunds and proposed tax changes are estimated to be $18,191.0 million, 2.9%
above revised estimates for fiscal 1997.  Proposed appropriations from those
revenues total $17,787.4 million, a 3.0% increase over currently estimated
appropriations for fiscal 1998.  As proposed, the fiscal 1999 budget assumes
the draw down of the currently estimated $280.6 million unappropriated
surplus at June 30, 1998, however, no appropriation lapses are included in
this projection.  The proposed fiscal 1999 budget includes five proposed tax
reductions.

     Motor License Fund.  The Constitution requires that all proceeds of
motor fuels taxes, vehicle registration fees, license taxes, operators'
license fees and other excise taxes imposed on products used in motor
transportation shall be used exclusively for construction, reconstruction,
maintenance and repair of and safety on highways and bridges and for the
payment of debt service on obligations incurred for such purposes.  The
Motor License Fund is the fund through which most such revenues are
accounted for and expended.  Portions of certain taxes whose receipts are
deposited into the Motor License Fund are legislatively restricted to a
specific transportation program.  These receipts are accounted for in
restricted accounts in the Motor License Fund and are not included in the
budgetary basis presentations or discussion on the Motor License Fund.  The
Motor License Fund budgetary basis includes only unrestricted revenue
available for annual appropriation for highway and bridge purposes.

     Commonwealth Debt.  Current constitutional provisions permit
Pennsylvania to issue the following types of debt:  (i) debt to suppress
insurrection or rehabilitate areas affected by disaster, (ii) electorate
approved debt, (iii) debt for capital projects subject to an aggregate debt
limit of 1.75 times the annual average tax revenues of the preceding five
fiscal years, (iv) tax anticipation notes payable in the fiscal year of
issuance.  All debt except tax anticipation notes must be amortized in
substantial and regular amounts.

     General obligation debt totaled $4,795.1 million at June 30, 1997, a
decrease of $261.0 million from June 30, 1996.  Over the 10-year period
ended June 30, 1997, total outstanding general obligation debt increased at
an annual rate of 0.5%, but for the five years ended June 30, 1997, it has
decreased at the annual rate of 0.3%.  All outstanding general obligation
bonds of the Commonwealth are rated AA- by Standard and Poor's Corporation,
Aa3 by Moody's Investors Service, and AA by Fitch Investors Service.  The
ratings reflect only the views of the rating agencies.

     Pennsylvania engages in short-term borrowing to fund expenses within a
fiscal year through the sale of tax anticipation notes which must mature
within the fiscal year of issuance. The principal amount issued, when added
to that already outstanding, may not exceed in aggregate 20% of the revenues
estimated to accrue to the appropriate fund in the fiscal year.  The
Commonwealth is not permitted to fund deficits between fiscal years with any
form of debt.  All year-end deficit balances must be funded within the
succeeding fiscal year's budget. Pennsylvania issued a total of $550.0
million of tax anticipation notes for the account of the General Fund in
fiscal 1997, and $225.0 million in fiscal 1998 which matured on June 30,
1998, to be paid from fiscal 1998 General Fund receipts.

     Pending the issuance of bonds, Pennsylvania may issue bond anticipation
notes subject to the applicable statutory and constitutional limitations
generally imposed on bonds.  The term of such borrowings may not exceed
three years.  As of December 31, 1997, there were $46.4 million of bond
anticipation notes outstanding.

     State-related Obligations.  Certain state-created agencies have
statutory authorization to incur debt for which no legislation providing for
state appropriations to pay debt service thereon is required.  The debt of
these agencies is supported by assets of, or revenues derived from, the
various projects financed and the debt of such agencies is not an obligation
of Pennsylvania although some of the agencies are indirectly dependent on
Commonwealth appropriations.  The following agencies had debt currently
outstanding as of December 31, 1997:  Delaware River Joint Toll Bridge
Commission ($52.7 million), Delaware River Port Authority ($512.3 million),
Pennsylvania Economic Development Financing Authority ($1,080.5 million),
Pennsylvania Energy Development Authority ($72.8 million), Pennsylvania
Higher Education Assistance Agency ($1,583.8 million), Pennsylvania Higher
Educational Facilities Authority ($2,776.8 million), Pennsylvania Industrial
Development Authority ($402.1 million), Pennsylvania Infrastructure
Investment Authority ($196.4 million), Pennsylvania Turnpike Commission
($1,177.6 million), Philadelphia Regional Port Authority ($59.5 million),
and the State Public School Building Authority ($310.5 million).  In
addition, the Governor is statutorily required to place in the budget of the
Commonwealth an amount sufficient to make up any deficiency in the capital
reserve fund created for, or to avoid default on, bonds issued by the
Pennsylvania Housing Finance Agency ($2,631.1 million of revenue bonds as of
December 31, 1997), and an amount of funds sufficient to alleviate any
deficiency that may arise in the debt service reserve fund for bonds issued
by The Hospitals and Higher Education Facilities Authority of Philadelphia
($1.19 million of the loan principal was outstanding as of December 31,
1997.)

     Litigation.  Certain litigation is pending against the Commonwealth
that could adversely affect the ability of the Commonwealth to pay debt
service on its obligations, including suits relating to the following
matters:  (a) Approximately 3,500 tort suits are pending against the
Commonwealth pursuant to the General Assembly's 1978 approval of a limited
waiver of sovereign immunity which permits recovery of damages for any loss
up to $250,000 per person and $1,000,000 per accident ($27 million was
appropriated from the Motor License Fund for fiscal 1997); (b) The ACLU
filed suit in April 1990 in federal court demanding additional funding for
child welfare services (no estimates of potential liability are available),
which the Commonwealth is seeking to have dismissed based on, among other
things, the settlement in a similar Commonwealth Court action that provided
for more funding in fiscal 1991 as well as a commitment to pay to counties
$30.0 million over 5 years.  In January 1992, the district court denied the
ACLU's motion for class certification, but that ruling was overturned in
1994 by the Third Circuit and the parties have resumed discovery; (c) In
1987, the Supreme Court of Pennsylvania held that the statutory scheme for
county funding of the judicial system was in conflict with the Pennsylvania
Constitution but stayed judgment pending enactment by the legislature of
funding consistent with the opinion.  The legislature has yet to consider
legislation implementing the judgment; (d) In November 1990, the ACLU
brought a class action suit on behalf of the inmates in thirteen
Commonwealth correctional institutions challenging confinement conditions
and including a variety of other allegations.  In 1995, the parties agreed
to a three-year court monitored settlement which expired in January 1998;
(e) Actions have been filed in both state and federal court by an
association of rural and small schools and several individual school
districts and parents challenging the constitutionality of the
Commonwealth's system for funding local school districts.  The federal case
has been stayed pending resolution of the state case.  The state trial was
held in January 1997.  There is no available estimate of potential
liability; and (f) Several banks have filed suit against the Commonwealth
contesting the constitutionality of a 1989 law imposing a bank shares tax on
banking institutions.  After the Commonwealth Court ruled in favor of the
Commonwealth, finding no constitutional deficiencies, Fidelity Bank, the
Commonwealth, and certain intervenor banks filed Notices of Appeal to the
Pennsylvania Supreme Court on August 5, 1994.  Pursuant to a Settlement
Agreement, dated as of April 21, 1995, the Commonwealth agreed to enter a
credit in favor of Fidelity in the amount of $4,100,000 in settlement of the
constitutional and non-constitutional issues including interest.  Pursuant
to a separate Settlement Agreement, dated as of April 21, 1995, the
Commonwealth settled with the intervening banks, referred to as "New Banks."
As part of the settlement, the Commonwealth agreed neither to assesses nor
attempt to recoup any new bank tax credits which had been granted or taken
by any of the intervening banks.  Although the described settlements have
quantified the Commonwealth's exposure to Fidelity and the intervening
banks, other banks have filed protective Petitions, and Royal Bank pursued
new constitutional challenges in the Commonwealth Court; however, the
Commonwealth Court has previously examined and confirmed the Act's
constitutionality; (g) On November 11, 1993, the Commonwealth of
Pennsylvania, Department of Transportation and Envirotest/Synterra Partners
("Envirotest"), a partnership, entered into a "Contract for Centralized
Emissions Inspection Facilities."  Thereafter, Envirotest acquired certain
land and constructed approximately 85 automobile emissions inspection
facilities throughout various regions of the Commonwealth.  By Act of the
General Assembly in October 1994 (Act No. 1994-95), the program was
suspended and the Department of Transportation was prohibited from expending
funds to implement the program. Envirotest sued, and on December 15, 1995,
Envirotest Systems Corporation, Envirotest Partners (successor to
Envirotest/Synterra Partners) and the Commonwealth of Pennsylvania entered
into a Settlement Agreement pursuant to which Envirotest will receive $145
million by installment payments through 1998; and (h) In November 1995, the
Commonwealth and the Governor, along with the City of Philadelphia and its
Mayor, were joined as additional respondents in an enforcement action
commenced in Commonwealth Court in 1973 by the Pennsylvania Human Relations
Commission against the School District of Philadelphia pursuant to the
Pennsylvania Human Relations Act.  The enforcement action was pursued to
remedy unintentional conditions of segregation in the public schools of
Philadelphia.  The Commonwealth and the City were joined in the "remedial
phase" of the proceeding to determine their liability, if any, and to pay
additional costs necessary to remedy the unlawful conditions found to exist
in the Philadelphia public schools.  After trial, Judge Smith issued an
Opinion and Order, granting in relevant part, judgment in favor of the
School District of Philadelphia and ASPIRA and against the Commonwealth and
Governor.  The Commonwealth appealed and requested the Supreme Court to
enter judgments in favor of the Commonwealth and the Governor on all claims.
In February 1998, the Supreme Court heard oral argument on these issues.

     Philadelphia.  The City of Philadelphia is the largest city in the
Commonwealth, with an estimated population of 1,585,577 people according to
the 1990 Census.  Philadelphia functions both as a city of the first class
and a county for the purpose of administering various governmental programs.

     Legislation providing for the establishment of the Pennsylvania
Intergovernmental Cooperation Authority ("PICA") to assist first class
cities in remedying fiscal emergencies was enacted by the General Assembly
and approved by the Governor in June 1991.  PICA is designed to provide
assistance through the issuance of funding debt to liquidate budget deficits
and to make factual findings and recommendations to the assisted city
concerning its budgetary and fiscal affairs.  An intergovernmental
cooperation agreement between Philadelphia and PICA was approved by City
Council and the PICA Board and signed by the Mayor in January, 1992.  At
this time, Philadelphia is operating under a five year fiscal plan approved
by PICA on May 20, 1997.

     PICA has issued $1,761,710,000 of its Special Tax Revenue Bonds.  This
financial assistance has included the refunding of certain general
obligation bonds to fund capital projects and to liquidate the Cumulative
General Fund balance deficit as of June 30, 1992, of $224.9 million.  The
audited General Fund balance as of June 30, 1997, showed a surplus of
approximately $128.8 million.

Texas Series

     General.  Beginning in late 1982, the decline of the State's oil and
gas industry, the devaluation of the Mexican peso and the generally soft
national economy combined to cause a significant reduction in the rate of
growth of State revenues.  During late 1985 and early 1986, the price of oil
fell dramatically worldwide.  This drop in oil prices created a ripple that
caused other sectors of the State's economy, such as real estate, to
decline.  As a result of an increase in non-performing loans in the energy
and real estate sectors, major Texas bank holding companies, individual
banks and savings and loans experienced losses or sharp downturns in
profitability and many sought Federal assistance from the FDIC.

     As a further result of the drastic drop in the price of oil, the
subsequent loss of jobs and the overbuilding in the real estate market, the
State experienced deficits for fiscal years ended August 31, 1986 and 1987
of $230 million and $744 million, respectively.  However, as a result of
budget trimming and increasing taxes, and the improving Texas economy, the
State finished fiscal years 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996,
and 1997 with surpluses in the General Revenue Fund of $295 million, $768
million, $1.006 billion, $615.3 million, $1.633 billion, $2.239 billion,
$2.101 billion, $2.271 billion, and $2.685 billion, respectively.  Since the
early 1990's, the state's economy has rebounded in several areas and has, to
a large extent, significantly improved its performance since the deep
recession of the 1980's.

     In the past decade, the Texas economy has seen a major shift from oil
and gas industry reliance to diversification into the technology and
computer industry.  In 1981, the gas, oil and chemical industry accounted
for 26% of the State's total output of goods and services.  Today, those
businesses account for only 10% of the State's economy.  Fifteen years ago,
the Texas oil and gas industry was about six times as large as the State's
high technology industry.  If present trends continue, employment in high
technology manufacturing will exceed that of oil and gas-related mining and
manufacturing shortly after the year 2000.

     By December 1990, the Texas unemployment rate had declined to 6.6%.
The unemployment rate, however, began to increase in 1991 and by December
1992 was 7.6%.  This increase was merely temporary since by September 1995,
the unemployment rate had declined to just over 6.0% and by September 1996,
it had again declined to 5.7%.  As of May 1998, the unemployment rate was
5.4%.

     In the overall race for new job growth, Texas has been the national
leader for most of the 1990's.  Total employment in Texas has been steadily
improving since 1991.  Total non-farm employment stood at 8.435 million in
1997.  This was an increase of 198,000 non-farm jobs in a one-year time
span.  Nonfarm employment is estimated to have reached 8.3 million in fiscal
1997, compared to the 8.1 million in the previous year.  Service and trade
industries together account for over half the nonfarm employment (51%).
Construction and services have grown the most significantly, with rates of
growth of 4.4% and 3.5%, respectively.

     On a national scale, Texas was third in job creation during fiscal
1997, maintaining its rank of 11th among the fifty states in terms of job
growth (in percentage terms).  High-tech manufacturing continues to provide
diversification to the State's economy, along with notable increases in the
financial services and telecommunication sector.  Texas' economy, as
measured by its gross State product, accounts for 7% of the total economy of
the United States, and the Comptroller of Public Accounts predicts Texas'
overall economy will continue to outpace national economic growth over the
long-term (through 2020) by an annual average of over three-fourths of a
percentage point.

     State Debt.  Except as specifically authorized, the Texas Constitution
generally prohibits the creation of debt by or on behalf of the State, with
two exceptions:  (i) debt created to supply casual deficiencies in revenues
which does not exceed in the aggregate, at any one time, $200,000 and (ii)
debt to repel invasion, suppress insurrection, defend the State in war or
pay existing debt.  In addition, the State Constitution prohibits the
Legislature from lending the credit of the State to or in aid of any person,
including municipalities, or pledging the credit of the State in any manner
for the payment of the liabilities of any individual, association of
individuals, corporation or municipality.  The limitations of the State
Constitution do not prohibit the issuance of revenue bonds.  Furthermore,
obligations which are payable from funds expected to be available during the
current budget period, such as tax and revenue anticipation notes issued by
the State Treasurer, do not constitute "debt" within the meaning of the
Texas Constitution.  The State may issue short term obligations like Tax and
Revenue Anticipation Notes which must mature and be paid in full during the
biennium in which the notes were issued; such obligations are not deemed to
be debt within the meaning of the state constitutional prohibition.

     At various times, State voters, by constitutional amendment, have
authorized the issuance of debt by the State, including general obligation
indebtedness for which the full faith and credit and the taxing power of the
State may be pledged.  In some cases, the authorized indebtedness may not be
issued without the approval of the Legislature, but in other cases, the
constitutional amendments are self-operating and the debt may be issued
without specific legislative action.  The total amount of general obligation
bonds that have been authorized by the voters is in excess of $8.31 billion.
Bond income during the state's fiscal year ending August 31, 1996 stabilized
from a trend toward increased issuance of non-self supporting Texas bonds
whereby income from such bonds has declined from $656,915,000 for fiscal
year 1994 to $430,293,000 for fiscal year 1995, then increased slightly to
$451,857,000 in 1996 and again dropped to $449,023,000 in 1997.  On August
31, 1997, Texas had $2.95 billion in bonds which were outstanding which must
be paid back from the state's general revenue fund. This is a slight decline
in the amount of such bonds outstanding at the end of fiscal years 1994-
1996, and is up from $2.3 billion in such bonds outstanding at the end of
fiscal 1993, $1.8 billion outstanding at the end of fiscal 1992, and $1.5
billion outstanding at the end of fiscal 1991.

     Revenue Sources and Tax Collection.  Historically, the primary sources
of the State's revenues have been sales taxes, mineral severance taxes and
federal grants.  Due to the collapse of oil and gas prices and the resulting
enactment by recent State Legislatures of new tax measures, including those
increasing the rates of existing taxes and expanding the tax base and adding
a component of the corporate (franchise) tax measured by income, there has
been a reordering in the relative importance of the State's taxes in terms
of their contribution to the State's revenue in any year.  Because of the
State's expansion in Medicaid spending and other Health and Human Services
programs requiring federal matching revenues, federal grants are the State's
single largest revenue source, accounting for approximately 28.4% of total
revenue during fiscal year 1997.  Sales taxes are the State's second largest
source of revenues (and by far the largest source of tax revenue),
accounting for approximately 26.6% of the State's total revenues during
fiscal year 1997.  Licenses, fees and permits, motor fuels taxes and net
lottery proceeds, accounted for approximately 9.1%, 5.6% and 4.35%,
respectively, of the State's total revenue in fiscal year 1997.  The
remainder of the State's revenues are derived primarily from other taxes.
The State has no personal income tax.  The State does impose a corporate
franchise tax based on the greater of a corporation's capital or net earned
surplus (i.e., income), from which it derived approximately 4.2% of total
revenues in fiscal 1997.  The corporate franchise tax is, in essence, based
upon net income apportionable to the State, and thus works very much like a
corporate income tax.  It is likely to become a larger source of revenues in
future years.

     Total net revenues and opening balances for fiscal years 1990, 1991,
1992, 1993, 1994, 1995, 1996 and 1997 amounted to approximately $23.622
billion, $26.190 billion, $29.647 billion, $33.795 billion, $36.707 billion,
$38.682 billion, $40.488 billion, and $42.649 billion, respectively, while
tax collections for the same period amounted to $12.905 billion, $14.922
billion, $15.849 billion, $17.011 billion, $18.106 billion, $18.859 billion,
$19.762 billion, and $21.188 billion, respectively.  The Texas legislature
maintained its normal expenditure patterns, allocating agencies of education
and health and human services 79% of 1998-99 general revenue and dedicated
general revenue funds.  Texas public education agencies will receive an
increase of 7.9% and institutions of higher education will receive an
increase of 6.7% over 1996-97 dedicated general revenue and non-dedicated
general revenue funding levels.  For health and human services, funding
levels from these funds have increased by 3.0% over the previous biennium.
Public safety and criminal justice is the third largest expenditure of
dedicated and non-dedicated general revenue and will consume 10.8% of these
funds in 1998-99.  This amount is an increase of 7% over 1996-97 funding
levels.

     The 75th State Legislature convened in January 1997 and before
adjourning passed a budget for the 1998-99 biennium.  The 1998-99 budget
provides for appropriations totaling $53.1 billion from general revenue
related funds and $86.2 billion from all fund sources.  The 1998-99 biennium
budget increases general revenue funding by 7.3%, which funding from all
funds increased by 6.8% over actual expenditures for the 1996-1997 biennium.

     Limitations on Taxing Powers.  The State Constitution prohibits the
State from levying ad valorem taxes on property for general revenue
purposes.  Property taxes are levied exclusively by county and local taxing
authorities.  There is also a constitutional prohibition on enacting a
personal income tax unless approved by the majority of voters in a
referendum.

     The State Constitution also limits the rate of growth of appropriations
from tax revenues not dedicated by the Constitution during any biennium to
the estimated rate of growth for the State's economy.  The Legislature may
avoid the constitutional limitation if it finds, by a majority vote of both
houses, that an emergency exists.  The State Constitution authorizes the
Legislature to provide by law for the implementation of this restriction,
and the Legislature, pursuant to such authorization, has defined the
estimated rate of growth in the State's economy to mean the estimated
increase in State personal income.

     Petroleum Production and Mining.  The Texas economy and the oil and gas
industry have been historically linked since the discovery of the Spindletop
Field in southeast Texas in 1901.  Dramatic increases in the price of oil in
1973-74 and 1979-81 propelled Texas into a leadership position in national
economic growth.  This situation, however, changed rapidly for Texas during
the 1980's.  The Texas economy reeled in 1982-83 and again in 1986 as the
price of West Texas Intermediate crude oil declined over 50% from $30 per
barrel in November 1985 to under $12 per barrel in July 1986.  During the
oil-patch recession of 1986-87, employment levels declined as the effects of
the downturn in the energy industry rippled through the rest of the economy.
While there have been fluctuations in petroleum production and mining
employment since the recession, the overall trend of that sector in its
importance to the Texas economy has been downward in the early to mid-90s.
During the first half of this decade, weak market prices, declining
production from Texas fields, and the shifting of exploration activities
overseas translated into job losses in the Texas oil and gas industry.
Mining jobs bottomed out at 154,600 by late 1995, the lowest level since
1977.  Since then, the oil and gas industry has taken advantage of firmer
prices to add employees in yet another of the endless cycles of this still
rambunctious industry.  Mining added 14,000 jobs since the beginning of
1996, causing year-over-year job growth in mining to exceed the state's
average job growth for the first time since 1991.  In a continuing saga of
economic cycles, oil prices began a steep slide again, causing the new round
of hiring to taper off during the last few months of 1997.

     The status of the state's oil and gas industry is not represented well
by employment numbers alone.  Drilling technology and success rates have
improved, thereby increasing the productivity per worker.  Also, because
Texas is a headquarters center for exploration worldwide, the state often
benefits from exploration beyond its borders.  As a result, the inflation-
adjusted gross product in the Texas mining industry is larger today than
during the 1981 energy boom, when oil and gas employment was nearly double
today's number.

     Financial Institutions.  The decline in oil prices, particularly since
January 1986, and the recession that followed have had a severe effect on
the banking and savings and loans industries in Texas.  In most cases, major
Texas bank holding companies, individual banks and savings and loans have
experienced losses or sharp downturns in profitability due to the increase
in non-performing loans in the energy and real estate sectors.  The
financial difficulties also led to a number of closing among banks and
savings and loans.  Texas bank failures peaked in 1989, reaching 134 or two-
thirds of all bank closing in the nation.  Texas bank failures declined to
103 in 1990, 31 in both 1991 and 1992, and 29 in 1993 (of which 20 were
subsidiaries of a single bank holding company).  No Texas banks failed in
1994 or 1995; two banks failed in 1996; and no banks failed in 1997.

     The Texas banking industry has made substantial strides toward recovery
during the 1990's.  Texas bank profits in 1993, 1994, 1995, 1996, and 1997
were $2.4 billion, $1.9 billion, $2.3 billion, $2.5 billion, and $2.65
billion, respectively.  Total loans, total equity capital, and total assets
also rose in 1993, 1994 and 1995.  Texas banks have reduced or curtailed
unnecessary expenses, have improved efficiency, have enjoyed reduced deposit
insurance premiums, and have taken advantage of healthy growth in the State
economy over the past few years.

     The ratio of net income to net assets represented an annualized return
on assets of 1.3% in state chartered banks for the first half of 1997.  Non-
performing loans increased by 5% in 1996, reaching $1.1 billion, and edged
up slightly in the first half of 1997.  These loans have increased with
growing defaults on credit cards, but represent only 1% of total loans.

     Many Texas banks and banking organizations have consolidated with a
continuing downward trend in the number of operating banks. Texas had 894
banks in May, 1997, compared to 991 banks in 1994 and down from 1,125 banks
as of the end of 1991.  It is anticipated that the number of banking
organizations in the state will continue to drop, although the number of
branch locations will rise.

     No industry was more severely affected by the decline in Texas real
estate values during the 1980's than the savings and loan industry.  At the
end of 1992, assets of private Texas savings and loan associations totaled
$42.9 billion, down from the industry high in 1988 of $112.4 billion in
assets.  Further, the number of Texas savings and loans has decreased from
273 in 1984 to only 45 in 1997.  However, in terms of profits, after a
nearly flat year in 1991, the State's thrifts have posted healthy earnings
from 1992 forward.  Texas' savings and loans led the nation in profits for
1993.  After a dip in 1994, Texas savings and loans, benefiting from home
refinancing, increased their earnings by 59% in 1995, and by 37% in the
first nine months of 1997.  Texas' savings and loan problems of recent years
has mostly been resolved, with steady progress being made in increasing
capital levels.

     Property Values and Taxes.  Various State laws place limits upon the
amounts of tax that can be levied upon the property subject to ad valorem
taxes within various taxing units, such as cities, counties and the
districts which have ad valorem taxing powers (including [without
limitation] school and hospital districts).  Similarly, the amounts of sales
and use taxes which can be levied and the types of property and services to
which sales and use taxes apply are subject to legal restrictions.

     The 1996 total value of taxable property in Texas School Districts (the
most recent information available) amounted to approximately $693.1 billion
in 1996, according to records compiled by the Property Tax Division of the
Office of the Comptroller (derived from school districts in the State).
This represents a 4.9% increase in the tax base from the previous year, and
the fourth consecutive year total value rose.  The $693 billion valuation
total included approximately $269.2 billion of single-family residences
(after allowing for exemptions), a 5.0% increase over the 1995 level.  The
value of multi-family residential property values increased 6.9%, and the
value of commercial and industrial real estate increased a strong 5.8% to
$142.7 billion in the same period.  However, commercial and industrial
personal property soared by 9.4% in the same year.  The value of vacant
lots, taxable rural real estate, and utilities on January 1, 1996 were up
only modestly from 1995 levels.  Only two real property categories posted
value declines from 1995 to 1996.  The value of oil, gas and mineral
properties in Texas fell to $30.1 billion in 1996 from a 1995 level of $32.0
billion, and intangible personal property declined to $1.5 billion.

     Litigation.   After protracted litigation over property tax in the
early 1990's, the Texas Legislature (in February 1993) approved proposed
constitutional amendments that were intended to address the constitutional
deficiencies in the State's system of funding public schools that have been
noted by the courts.  At an election held on May 1, 1993, the voters of the
State rejected all of the proposed constitutional amendments.

     Legislation was enacted in late May 1993 (Senate Bill 7), which
included provisions concerning the operation of school districts as well as
creating a whole new funding system for public education in the State.  This
bill provided for a two-tiered education finance structure, known as the
Foundation School Program.  Tier 1 provides that each school district is
entitled to basic allotment of $2,300.00 per student, financed by ad valorem
taxes of $.86 per $100.00 valuation on property within the district, with
any deficiency to be made up by the state.  Tier 2 provides that school
districts may levy additional ad valorem taxes of as much as $.64 per
$100.00 valuation.  For every cent of the additional tax levy a district
undertakes, the State guarantees of yield of $20.55 per student, regardless
of how much tax revenue is actually collected.  Senate Bill 7 also imposes a
cap on a school district's taxable property at a level of $280,000 per
student.  School districts with property more valuable than $280,000 per
student have various choices as to how their taxable property may be brought
within the $280,000 cap.

     Senate Bill 7 was immediately challenged by numerous groups of
plaintiffs, representing hundreds of school districts, both property-rich
and property-poor, as well as many parents and local officials.  After a
trial on the consolidated actions in the case of Edgewood v. Meno, the
district court held that Senate Bill 7 was constitutional, but found that
the Legislature had failed to provide efficiently for facilities.  The
district court accordingly denied most of the relief sought by the
plaintiffs but ordered by injunction that no bonds for any school district
could be approved, registered, or guaranteed after September 1, 1995, unless
the Legislature had provided for the efficient funding of educational
facilities by that time.  On appeal, the Texas Supreme Court affirmed the
constitutionality of the public school finance system enacted in Senate Bill
7 in all respects.  The Supreme Court modified the district court's judgment
to provide that the relief requested by the plaintiffs was denied in all
respects and that the district court's injunction was vacated.  In all other
respects, the Supreme Court affirmed the district court's judgment.

     The current governor has made property tax reform one of the
centerpieces of his legislative agenda, with a stated goal of substantially
reducing the state's reliance on school property taxes.  There were a number
of public hearings scheduled through Texas during 1996 to address the issue
of the continuing rise of property taxes paid by both individuals and
businesses. Property tax reform, which would have resulted in a substantial
reduction in tax rates imposed by school districts, was one of the key
proposals to be put forward during the 1997 legislative session.  While both
the House and Senate chambers of the legislature passed proposals that would
have reduced school property tax by differing (although significant)
amounts, there was such a wide variance between the proposals that no such
property tax reform measure was passed by the Texas legislature during the
1997 session.

Virginia Series

     The rate of economic growth in the Commonwealth of Virginia has
increased steadily over the past decade.  Per capita income in Virginia has
been consistently above national levels during that time.  The services
sector in Virginia generates the largest number of jobs, followed by
wholesale and retail trade, state and local government and manufacturing.
Because of Northern Virginia, with its proximity to Washington, D.C., and
Hampton Roads, which has the nation's largest concentration of military
installations, the Federal government has a greater economic impact on
Virginia relative to its size than any states other than Alaska and Hawaii.

     According to statistics published by the U.S. Department of Labor,
Virginia typically has one of the lowest unemployment rates in the nation.
This is generally attributed to the balance among the various sectors
represented in the economy.  Virginia is one of twenty states with a right-
to-work law and is generally regarded as having a favorable business climate
marked by few strikes or work stoppages.  Virginia is also one of the least
unionized among the industrialized states.

     Virginia's state government operates on a two-year budget.  The
Constitution vests the ultimate responsibility and authority for levying
taxes and appropriating revenue in the General Assembly, but the Governor
has broad authority to manage the budgetary process.  Once an appropriation
act becomes law, revenue collections and expenditures are constantly
monitored by the Governor, assisted by the Secretary of Finance and the
Department of Planning and Budget, to ensure that a balanced budget is
maintained.  If projected revenue collections fall below amounts
appropriated at any time, the Governor must reduce expenditures and withhold
allotments of appropriations (other than for debt service and other
specified purposes) to restore balance.  An amendment to the Constitution,
effective January 1, 1993, established a Revenue Stabilization Fund.  This
Fund is used to offset a portion of anticipated shortfalls in revenues in
years when appropriations based on previous forecasts exceed expected
revenues in subsequent forecasts.  The Revenue Stabilization Fund consists
of an amount not to exceed 10 percent of Virginia's average annual tax
revenues derived from taxes on income and retail sales for the three
preceding fiscal years.

     General Fund revenues are principally composed of direct taxes.  In
recent fiscal years most of the total tax revenues have been derived from
five major taxes imposed by Virginia on individual and fiduciary income,
state sales and use, corporate income, public service corporations and
premiums of insurance companies.

     In September 1991, the Debt Capacity Advisory Committee was created by
the Governor through an executive order.  The committee is charged with
annually estimating the amount of tax-supported debt that may prudently be
authorized consistent with the financial goals, capital needs and policies
of Virginia.  The committee annually reviews the outstanding debt of all
agencies, institutions, boards and authorities of Virginia for which
Virginia has either a direct or indirect pledge of tax revenues or moral
obligation.  The Committee provides its recommendations on the prudent use
of such obligations to the Governor and the General Assembly.

     The Constitution of Virginia prohibits the creation of debt by or on
behalf of Virginia that is backed by Virginia's full faith and credit,
except as provided in Section 9 of Article X. Section 9 of Article X
contains several different provisions for the issuance of general obligation
and other debt, and Virginia is well within its limit for each:

     Section 9(a)(2) provides that the General Assembly may incur general
obligation debt to meet certain types of emergencies, subject to limitations
on amount and duration; to meet casual deficits in the revenue or in
anticipation of the collection of revenues of Virginia; and to redeem a
previous debt obligation of Virginia.  Total indebtedness issued pursuant to
this Section may not exceed 30 percent of an amount equal to 1.15 times the
annual tax revenues derived from taxes on income and retail sales, as
certified by the Auditor of Public Accounts for the preceding fiscal year.

     Section 9(b) provides that the General Assembly may authorize the
creation of general obligation debt for capital projects.  Such debt is
required to be authorized by an affirmative vote of a majority of each house
of the General Assembly and approved in a statewide election.  The
outstanding amount of such debt is limited to an amount equal to 1.15 times
the average annual tax revenues derived from taxes on income and retail
sales, as certified by the Auditor of Public Accounts for the three
preceding fiscal years less the total amount of bonds outstanding.  The
amount of 9(b) debt that may be authorized in any single fiscal year is
limited to 25 percent of the limit on all 9(b) debt less the amount of 9(b)
debt authorized in the current and prior three fiscal years.

     Section 9(c) provides that the General Assembly may authorize the
creation of general obligation debt for revenue-producing capital projects
(so-called "double-barrel" debt).  Such debt is required to be authorized by
an affirmative vote of two-thirds of each house of the General Assembly and
approved by the Governor.  The Governor must certify before the enactment of
the authorizing legislation and again before the issuance of the debt that
the net revenues pledged are expected to be sufficient to pay principal of
and interest on the debt.  The outstanding amount of 9(c) debt is limited to
an amount equal to 1.15 times the average annual tax revenues derived from
taxes on income and retail sales, as certified by the Auditor of Public
Accounts for the three preceding fiscal years.  While the debt limits under
Sections 9(b) and 9(c) are each calculated as the same percentage of the
same average tax revenues, these debt limits are separately computed and
apply separately to each type of debt.

     Section 9(d) provides that the restrictions of Section 9 are not
applicable to any obligation incurred by Virginia or any of its
institutions, agencies or authorities if the full faith and credit of
Virginia is not pledged or committed to the payment of such obligation.
There are currently outstanding various types of such 9(d) revenue bonds.
Certain of these bonds, however, are paid in part or in whole from revenues
received as appropriations by the General Assembly from general tax
revenues, while others are paid solely from revenues of the applicable
project.  The debt repayments of the Virginia Public Building Authority, the
Virginia Port Authority, the Virginia College Building Authority Equipment
Leasing Program, the Virginia College Building Authority 21st Century
Program, the Innovative Technology Authority and the Virginia Biotechnology
Park Authority have been supported in large part by General Fund
appropriations.

     The Commonwealth Transportation Board is a substantial issuer of bonds
for highway projects.  These bonds are secured by and payable from funds
appropriated by the General Assembly from the Transportation Trust Fund for
such purpose.  The Transportation Trust Fund was established by the General
Assembly in 1986 as a special non-reverting fund administered and allocated
by the Transportation Board to provide increased funding for construction,
capital and other needs of state highways, airports, mass transportation and
ports.  The Virginia Port Authority has also issued bonds which are secured
by a portion of the Transportation Trust Fund.

     Virginia is involved in numerous leases that are subject to
appropriation of funding by the General Assembly.  Virginia also finances
the acquisition of certain personal property and equipment through
installment purchase agreements.

     Bonds issued by the Virginia Housing Development Authority, the
Virginia Resources Authority and the Virginia Public School Authority are
designed to be self-supporting from their individual loan programs.  A
portion of the Virginia Housing Development Authority and Virginia Public
School Authority bonds and all of the Virginia Resources Authority bonds are
secured in part by a moral obligation pledge of Virginia.  Should the need
arise, Virginia may consider funding deficiencies in the respective debt
service reserves for such moral obligation debt.  To date, none of these
authorities has advised Virginia that any such deficiencies exist.

     Local government in Virginia is comprised of 95 counties, 40
incorporated cities, and 190 incorporated towns.  Virginia is unique in that
cities and counties are independent, and their land areas do not overlap.
The largest expenditures by local governments in Virginia are for education,
but local governments also provide other services such as water and sewer,
police and fire protection and recreational facilities.  The Virginia
Constitution imposes numerous restrictions on local indebtedness, affecting
both its incurrence and amount.

     In Davis v. Michigan (decided March 28, 1989), the United States
Supreme Court ruled unconstitutional states' exempting from state income tax
the retirement benefits paid by the state or local governments without
exempting retirement benefits paid by the federal government.  At that time,
Virginia exempted state and local retirement benefits but not federal
retirement benefits.  At a Special Session held in April 1989, the General
Assembly repealed the exemption of state and local retirement benefits.
Following Davis, at least five suits, some with multiple plaintiffs, for
refunds of Virginia income taxes, were filed by federal retirees.  These
suits were consolidated under the name of Harper v. Virginia Department of
Taxation.

     In a Special Session in 1994, the Virginia General Assembly passed
emergency legislation to provide payments in five annual installments to
federal retirees in settlement of  their claims as a result of Davis.  In
1995 and 1996, the General Assembly passed legislation allowing more
retirees to participate in the settlement.  As of June 30, 1997, the
estimated total cost to Virginia for the settlement was approximately $316.2
million.

     On September 15, 1995, the Supreme Court of Virginia rendered its
decision in Harper, reversing the judgment of the trial court, entering
final judgment in favor of the taxpayers, directing that the amounts
unlawfully collected be refunded with statutory interest.  Virginia issued
refund checks on November 9, 1995, to federal government pensioners who
opted out of the settlement, and interest stopped accruing as of November 3,
1995.  The cost of refunding all Virginia income taxes paid on federal
government pensions for taxable years 1985, 1986, 1987 and 1988 was
approximately $78.7 million, including interest earnings.

     The total cost of refunding all Virginia income taxes paid on federal
pensions on account of the settlement (approximately $316.2 million) and the
judgment ($78.7 million) is approximately $394.9 million, of which $266.4
million ($187.6 million in respect of the settlement and the entire $78.7
million in respect of the judgment) has been paid, leaving $128.6 million
payable in respect of the settlement -- $62.6 million on March 31, 1998, and
(subject to appropriation) $66 million on March 31, 1999.

     Most recently, Moody's has rated the long-term general obligation bonds
of Virginia Aaa, and Standard & Poor's has rated such bonds AAA.  There can
be no assurance that the economic conditions on which these ratings are
based will continue or that particular bond issues may not be adversely
affected by changes in economic or political conditions.


                                 APPENDIX B

     Description of S&P, Moody's and Fitch ratings:

S&P

Municipal Bond Ratings

     An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.

     The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable, and will include:
(1) likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature and provisions of the obligation; and
(3) protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

                                     AAA

     Debt rated AAA is the highest rating assigned by S&P.  Capacity to pay
interest and repay principal is extremely strong.

                                     AA

     Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small degree.

                                      A

     Principal and interest payments on bonds in this category are regarded
as safe.  This rating describes the third strongest capacity for payment of
debt service.  It differs from the two higher ratings because:

     General Obligations Bonds -- There is some weakness in the local
economic base, in debt burden, in the balance between revenues and
expenditures, or in quality of management.  Under certain adverse
circumstances, any one such weakness might impair the ability of the issuer
to meet debt obligations at some future date.

     Revenue Bonds -- Debt service coverage is good, but not exceptional.
Stability of the pledge revenues could show some variations because of
increased competition or economic influences on revenues.  Basic security
provisions, while satisfactory, are less stringent.  Management performance
appears adequate.

                                     BBB

     Of the investment grade, this is the lowest.

     General Obligations Bonds -- Under certain adverse conditions, several
of the above factors could contribute to a lesser capacity for payment of
debt service.  The difference between "A" and "BBB" ratings is that the
latter shows more than one fundamental weakness, or one very substantial
fundamental weakness, whereas the former shows only one deficiency among the
factors considered.

     Revenue Bonds -- Debt coverage is only fair.  Stability of the pledged
revenues could show substantial variations, with the revenue flow possibly
being subject to erosion over time.  Basic security provisions are no more
than adequate.  Management performance could be stronger.

                              BB, B, CCC, CC, C

     Debt rated BB, B, CCC, CC or C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal.  BB indicates the least degree of speculation and C the
highest degree of speculation.  While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

                                     BB

     Debt rated BB has less near-term vulnerability to default than other
speculative grade debt.  However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payment.

                                      B

     Debt rated B has a greater vulnerability to default but presently has
the capacity to meet interest payments and principal repayments.  Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.

                                     CCC

     Debt rated CCC has a current identifiable vulnerability to default, and
is dependent upon favorable business, financial and economic conditions to
meet timely payments of interest and repayment of principal.  In the event
of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal.

                                     CC

     The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

                                      C

     The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.

                                      D

     Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

     Plus (+) or minus (-):  The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within the
major ratings categories.

Municipal Note Ratings

                                    SP-1

     The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest.  Those issues determined to possess
overwhelming safety characteristics are given a plus (+) designation.

                                    SP-2

     The issuers of these municipal notes exhibit satisfactory capacity to
pay principal and interest.

                                    SP-3

The issuers of these municipal notes exhibit speculative capacity to pay
principal and interest.

Commercial Paper Ratings

     An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. Issues assigned an A rating are regarded as having the
greatest capacity for timely payment.  Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.

                                     A-1

     This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong.  Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.

                                     A-2

     Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.

                                     A-3

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

Moody's

Municipal Bond Ratings

                                     Aaa

     Bonds which are rated Aaa are judged to be of the best quality.  They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge."  Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

                                     Aa

     Bonds which are rated Aa are judged to be of high quality by all
standards.  Together with the Aaa group they comprise what generally are
known as high-grade bonds.  They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.

                                      A

     Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations.  Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.




                                     Baa

     Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured.  Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time.  Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

                                     Ba

     Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured.  Often the protection of
interest and principal payments may be very moderate, and therefor not well
safeguarded during both good and bad times over the future.  Uncertainty of
position characterizes bonds in this class.

                                      B

     Bonds which are rated B generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.

                                     Caa

     Bonds which are rated Caa are of poor standing.  Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

                                     Ca

     Bonds which are rated Ca present obligations which are speculative in a
high degree.  Such issues are often in default or have other marked
shortcomings.

                                      C

     Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

     Generally, Moody's provides either a generic rating or a rating with a
numerical modifier of 1 for bonds in each of the generic rating categories
Aa, A, Baa, Ba and B.  Moody's also provides numerical modifiers of 2 and 3
in each of these categories for bond issues in the health care, higher
education and other not-for-profit sectors; the modifier 1 indicates that
the issue ranks in the higher end of its generic rating category; the
modifier 2 indicates that the issue is in the mid-range of the generic
category; and the modifier 3 indicates that the issue is in the low end of
the generic category.

Municipal Note Ratings

     Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG).  Such ratings recognize
the difference between short-term credit risk and long-term risk.  Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less important over
the short run.

     A short-term rating may also be assigned on an issue having a demand
feature.  Such ratings will be designated as VMIG or, if the demand feature
is not rated, as NR.  Short-term ratings on issues with demand features are
differentiated by the use of the VMIG symbol to reflect such characteristics
as payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity.  Additionally, investors should be alert to
the fact that the source of payment may be limited to the external liquidity
with no or limited legal recourse to the issuer in the event the demand is
not met.

     Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4.  As the name implies, when Moody's
assigns a MIG or VMIG rating, all categories define an investment grade
situation.

                                MIG 1/VMIG 1

     This designation denotes best quality.  There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

                                MIG 2/VMIG 2

     This designation denotes high quality.  Margins of protection are ample
although not so large as in the preceding group.

                                MIG 3/VMIG 3

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

                                MIG 4/VMIG 4

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

Commercial Paper Ratings

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

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

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

Fitch

Municipal Bond Ratings

     The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt.  The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.

                                     AAA

     Bonds rated AAA are considered to be investment grade and of the
highest credit quality.  The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonable foreseeable events.

                                     AA

     Bonds rated AA are considered to be investment grade and of very high
credit quality.  The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA.  Because
bonds rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.

                                      A

     Bonds rated A are considered to be investment grade and of high credit
quality.  The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.

                                     BBB

     Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality.  The obligor's ability to pay interest and
repay principal is considered to be adequate.  Adverse changes in economic
conditions and circumstances, however, are more likely to have an adverse
impact on these bonds and, therefore, impair timely payment.  The likelihood
that the ratings of these bonds will fall below investment grade is higher
than for bonds with higher ratings.

                                     BB

     Bonds rated BB are considered speculative.  The obligor's ability to
pay interest and repay principal may be affected over time by adverse
economic changes.  However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.

                                      B

     Bonds rated B are considered highly speculative.  While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.

                                     CCC

     Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default.  The ability to meet obligations requires
an advantageous business and economic environment.

                                     CC

     Bonds rated CC are minimally protected.  Default payment of interest
and/or principal seems probable over time.

                                      C

     Bonds rated C are in imminent default in payment of interest or
principal.

                                DDD, DD and D

     Bonds rated DDD, DD and D are in actual or imminent default of interest
and/or principal payments.  Such bonds are extremely speculative and should
be valued on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor.  DDD represents the highest potential for
recovery on these bonds and D represents the lowest potential for recovery.

     Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category.  Plus and
minus signs, however, are not used in the AAA category covering 13-36 months
or the DDD, DD, or D categories.

Short-Term Ratings

     Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal
and investment notes.

     Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.

                                    F-1+

     Exceptionally Strong Credit Quality.  Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

                                     F-1

     Very Strong Credit Quality.  Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-
1+.

                                     F-2

     Good Credit Quality.  Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.



                 DREYFUS PREMIER STATE MUNICIPAL BOND FUND

                         PART C. OTHER INFORMATION
                          _________________________

Item 23.  Exhibits
_______   ________

     (a)  Registrant's Amended and Restated Agreement and Declaration of
          Trust is incorporated by reference to Exhibit (1) of Post-Effective
          Amendment No. 21 to the Registration Statement on Form N-1A, filed
          on August 11, 1995.


     (b)  Registrant's By-Laws, as amended are incorporated by reference to
          Exhibit (2) of Post-Effective Amendment No. 21 to the Registration
          Statement on Form N-1A, filed on August 11, 1995.


     (d)  Management Agreement is incorporated by reference to Exhibit (5) of
          Post-Effective No. 29 to the Registration Statement or Form N-1A,
          filed on July 16, 1998.


  (e)(1)  Distribution Agreement is incorporated by reference to Exhibit
          (6)(a) of Post-Effective Amendment No. 21 to the Registration
          Statement on Form N-1A, filed on August 11, 1995.


  (e)(2)  Forms of Shareholder Services Plan Agreements are incorporated by
          reference to Exhibit (6)(b) of Post-Effective Amendment No. 21 to
          the Registration Statement on Form N-1A, filed on August 11, 1995.


  (e)(3)  Forms of Distribution Plan Agreements are incorporated by reference
          to Exhibit (6)(c) of Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A, filed on August 11, 1995.


  (g)(1)  Custody Agreement is incorporated by reference to Exhibit (8)(a) of
          Post-Effective Amendment No. 28 to the Registration Statement on
          Form N-1A, filed on June 16, 1997.


  (g)(2)  Sub-Custodian Agreements are incorporated by reference to Exhibit
          (8)(b) of Post-Effective Amendment No. 20 to the Registration
          Statement on Form N-1A, filed on August 18, 1994.


     (h)  Shareholder Services Plan is incorporated by reference to Exhibit
          (9) of Post-Effective No. 29 to the Registration Statement or Form
          N-1A, filed on July 16, 1998.


     (i)  Opinion and consent of Registrant's counsel is incorporated by
          reference to Exhibit (10) of Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A, filed on August 11, 1995.


     (m)  Distribution Plan is incorporated by reference to Exhibit (15) of
          Post-Effective No. 29 to the Registration Statement or Form N-1A,
          filed on July 16, 1998.


     (o)  Registrant's Rule 18f-3 Plan is incorporated by reference to
          Exhibit (18) of Post-Effective Amendment No. 24 to the Registration
          Statement on Form N-1A, filed on July 18, 1996.


          Other Exhibits
          ______________

                 (a)  Powers of Attorney of the Trustees and officers.


                 (b)  Certificate of Assistant Secretary.



Item 24.  Persons Controlled by or under Common Control with Registrant.
_______   ______________________________________________________________




          Not Applicable

Item 25.  Indemnification
_______   _______________

          Reference is made to Article VIII of the Registrant's Amended and
          Restated Declaration of Trust incorporated by reference to Exhibit
          (1) of Post-Effective Amendment  No. 21 to the Registration
          Statement on Form N-1A, filed on August 11, 1995.  The application
          of these provisions is limited by Article 10 of the Registrant's
          By-Laws, as amended, incorporated by reference to Exhibit (2) of
          Post-Effective Amendment No. 21 to the Registration Statement on
          Form N-1A, filed on August 11, 1995, and by the following
          undertaking set forth in the rules promulgated by the Securities
          and Exchange Commission:

               Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to trustees, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in such Act and is, therefore, unenforceable.  In
               the event that a claim for indemnification is against such
               liabilities (other than the payment by the registrant of
               expenses incurred or paid by a trustee, officer or controlling
               person of the registrant in the successful defense of any such
               action, suit or proceeding) is asserted by such trustee,
               officer or controlling person in connection with the
               securities being registered, the registrant will, unless in
               the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it
               is against public policy as expressed in such Act and will be
               governed by the final adjudication of such issue.

          Reference is also made to the Distribution Agreement attached as
          Exhibit (6)(a) of Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A, filed on August 11, 1995.


Item 26.  Business and Other Connections of Investment Adviser.
_______   ____________________________________________________

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



<TABLE>
<CAPTION>

ITEM 26.  Business and Other Connections of Investment Adviser (continued)

          Officers and Directors of Investment Adviser

<S>                              <C>                                            <C>                              <C>
Name and Position
With Dreyfus                     Other Businesses                               Position Held                    Dates

Christopher M. Condron           Franklin Portfolio Associates, LLC*            Director                         1/97 - Present
Chairman of the Board and
Chief Executive Officer
                                 TBCAM Holdings, Inc.*                          Director                         10/97 - Present
                                                                                President                        10/97 - 6/98
                                                                                Chairman                         10/97 - 6/98

                                 The Boston Company                             Director                         1/98 - Present
                                 Asset Management, LLC*                         Chairman                         1/98 - 6/98
                                                                                President                        1/98 - 6/98

                                 The Boston Company                             President                        9/95 - 1/98
                                 Asset Management, Inc.*                        Chairman                         4/95 - 1/98


                                 Pareto Partners                                Partner Representative           11/95 - 5/97
                                 271 Regent Street
                                 London, England W1R 8PP

                                 Franklin Portfolio Holdings, Inc.*             Director                         1/97 - Present


                                 Certus Asset Advisors Corp.**                  Director                         6/95 -Present

                                 Mellon Capital Management                      Director                         5/95 -Present
                                 Corporation***

                                 Mellon Bond Associates, LLP+                   Executive Committee              1/98 - Present
                                                                                Member

                                 Mellon Bond Associates+                        Trustee                          5/95 -1/98

                                 Mellon Equity Associates, LLP+                 Executive Committee              1/98 - Present
                                                                                Member

                                 Mellon Equity Associates+                      Trustee                          5/95 - 1/98

                                 Boston Safe Advisors, Inc.*                    Director                         5/95 - Present
                                                                                President                        5/95 - Present

                                 Mellon Bank, N.A. +                            Director                         1/99 - Present
                                                                                Chief Operating Officer          3/98 - Present
                                                                                President                        3/98 - Present
                                                                                Vice Chairman                    11/94 - 3/98

                                 Mellon Bank Corporation+                       Chief Operating Officer          1/99 - Present
                                                                                President                        1/99 - Present
                                                                                Director                         1/98 - Present
                                                                                Vice Chairman                    11/94 - 1/99

Christopher M. Condron           The Boston Company, Inc.*                      Vice Chairman                    1/94 - Present
Chairman and Chief                                                              Director                         5/93 - Present
Executive Officer
(Continued)                      Laurel Capital Advisors, LLP+                  Exec. Committee                  1/98 - 8/98
                                                                                Member

                                 Laurel Capital Advisors+                       Trustee                          10/93 - 1/98


                                 Boston Safe Deposit and Trust                  Director                         5/93 -Present
                                 Company*

                                 The Boston Company Financial                   President                        6/89 - Present
                                 Strategies, Inc. *                             Director                         6/89 - Present


Mandell L. Berman                Self-Employed                                  Real Estate Consultant,          11/74 -   Present
Director                         29100 Northwestern Highway                     Residential Builder and
                                 Suite 370                                      Private Investor
                                 Southfield, MI 48034

Burton C. Borgelt                DeVlieg Bullard, Inc.                          Director                         1/93 - Present
Director                         1 Gorham Island
                                 Westport, CT 06880

                                 Mellon Bank Corporation+                       Director                         6/91 - Present

                                 Mellon Bank, N.A. +                            Director                         6/91 - Present

                                 Dentsply International, Inc.                   Director                         2/81 - Present
                                 570 West College Avenue
                                 York, PA

                                 Quill Corporation                              Director                         3/93 - Present
                                 Lincolnshire, IL

Stephen E. Canter                Dreyfus Investment                             Chairman of the Board            1/97 - Present
President, Chief Operating       Advisors, Inc.++                               Director                         5/95 - Present
Officer, Chief Investment                                                       President                        5/95 - Present
Officer, and Director
                                 Newton Management Limited                      Director                         2/99 - Present
                                 London, England

                                 Mellon Bond Associates, LLP+                   Executive Committee              1/99 - Present
                                                                                Member

                                 Mellon Equity Associates, LLP+                 Executive Committee              1/99 - Present
                                                                                Member

                                 Franklin Portfolio Associates, LLC*            Director                         2/99 - Present

                                 Franklin Portfolio Holdings, Inc.*             Director                         2/99 - Present

                                 The Boston Company Asset                       Director                         2/99 - Present
                                 Management, LLC*

                                 TBCAM Holdings, Inc.*                          Director                         2/99 - Present

                                 Mellon Capital Management                      Director                         1/99 - Present
                                 Corporation***

Stephen E. Canter                Founders Asset Management, LLC                 Member, Board of                 12/97 - Present
President, Chief Operating       2930 East Third Ave.                           Managers
Officer, Chief Investment        Denver, CO 80206                               Acting Chief Executive           7/98 - 12/98
Officer, and Director                                                           Officer
(Continued)
                                 The Dreyfus Trust Company+++                   Director                         6/ 95 - Present

Thomas F. Eggers                 Dreyfus Service Corporation++                  Executive Vice President         4/96 - Present
Vice Chairman - Institutional                                                   Director                         9/96 - Present
and Director
                                 Founders Asset Management, LLC                 Member, Board of                 2/99 - Present
                                 2930 East Third Avenue                         Managers
                                 Denver, CO 80206

Steven G. Elliott                Mellon Bank Corporation+                       Senior Vice Chairman             1/99 - Present
Director                                                                        Chief Financial Officer          1/90 - Present
                                                                                Vice Chairman                    6/92 - 1/99
                                                                                Treasurer                        1/90 - 5/98

                                 Mellon Bank, N.A.+                             Senior Vice Chairman             3/98 - Present
                                                                                Vice Chairman                    6/92 - 3/98
                                                                                Chief Financial Officer          1/90 - Present

                                 Mellon EFT Services Corporation                Director                         10/98 - Present
                                 Mellon Bank Center, 8th Floor
                                 1735 Market Street
                                 Philadelphia, PA 19103

                                 Mellon Financial Services                      Director                         1/96 - Present
                                 Corporation #1                                 Vice President                   1/96 - Present
                                 Mellon Bank Center, 8th Floor
                                 1735 Market Street
                                 Philadelphia, PA 19103

                                 Boston Group Holdings, Inc.*                   Vice President                   5/93 - Present

                                 APT Holdings Corporation                       Treasurer                        12/87 - Present
                                 Pike Creek Operations Center
                                 4500 New Linden Hill Road
                                 Wilmington, DE 19808

                                 Allomon Corporation                            Director                         12/87 - Present
                                 Two Mellon Bank Center
                                 Pittsburgh, PA 15259

                                 Collection Services Corporation                Controller                       10/90 - 2/99
                                 500 Grant Street                               Director                         9/88 - 2/99
                                 Pittsburgh, PA 15258                           Vice President                   9/88 - 2/99
                                                                                Treasurer                        9/88 - 2/99

                                 Mellon Financial Company+                      Principal Exec. Officer          1/88 - Present
                                                                                Chief Financial Officer          8/87 - Present
                                                                                Director                         8/87 - Present
                                                                                President                        8/87 - Present

                                 Mellon Overseas Investments                    Director                         4/88 - Present
                                 Corporation+                                   Chairman                         7/89 - 11/97
                                                                                President                        4/88 - 11/97
                                                                                Chief Executive Officer          4/88 - 11/97

                                 Mellon International Investment                Director                         9/89 - 8/97
                                 Corporation+

Steven G. Elliott                Mellon Financial Services                      Treasurer                        12/87 - Present
Director (Continued)             Corporation # 5+

                                 Mellon Financial Markets, Inc.+                Director                         1/99 - Present

                                 Mellon Financial Services                      Director                         1/99 - Present
                                 Corporation #17
                                 Fort Lee, NJ

                                 Mellon Mortgage Company                        Director                         1/99 - Present
                                 Houston, TX

                                 Mellon Ventures, Inc. +                        Director                         1/99 - Present

Lawrence S. Kash                 Dreyfus Investment                             Director                         4/97 - Present
Vice Chairman                    Advisors, Inc.++
And Director
                                 Dreyfus Brokerage Services, Inc.               Chairman                         11/97 - Present
                                 401 North Maple Ave.                           Chief Executive Officer          11/97 - Present
                                 Beverly Hills, CA

                                 Dreyfus Service Corporation++                  Director                         1/95 - 2/99
                                                                                President                        9/96 - 3/99

                                 Dreyfus Precious Metals, Inc.++ +              Director                         3/96 - 12/98
                                                                                President                        10/96 - 12/98

                                 Dreyfus Service                                Director                         12/94 - Present
                                 Organization, Inc.++                           President                        1/97 -  Present

                                 Seven Six Seven Agency, Inc. ++                Director                         1/97 - Present

                                 Dreyfus Insurance Agency of                    Chairman                         5/97 - Present
                                 Massachusetts, Inc.++++                        President                        5/97 - Present
                                                                                Director                         5/97 - Present

                                 The Dreyfus Trust Company+++                   Chairman                         1/97 - 1/99
                                                                                President                        2/97 - 1/99
                                                                                Chief Executive Officer          2/97 - 1/99
                                                                                Director                         12/94 - Present

                                 The Dreyfus Consumer Credit                    Chairman                         5/97 - Present
                                 Corporation++                                  President                        5/97 - Present
                                                                                Director                         12/94 - Present

                                 Founders Asset Management, LLC                 Member, Board of                 12/97 - Present
                                 2930 East Third Avenue                         Managers
                                 Denver, CO. 80206

                                 The Boston Company Advisors,                   Chairman                         12/95 - Present
                                 Inc.                                           Chief Executive Officer          12/95 - Present
                                 Wilmington, DE                                 President                        12/95 - Present

                                 The Boston Company, Inc.*                      Director                         5/93 - Present
                                                                                President                        5/93 - Present

                                 Mellon Bank, N.A.+                             Executive Vice President         6/92 - Present

                                 Laurel Capital Advisors, LLP+                  Chairman                         1/98 - 8/98
                                                                                Executive Committee              1/98 - 8/98
                                                                                Member
                                                                                Chief Executive Officer          1/98 - 8/98
                                                                                President                        1/98 - 8/98

Lawrence S. Kash                 Laurel Capital Advisors, Inc. +                Trustee                          12/91 - 1/98
Vice Chairman                                                                   Chairman                         9/93 - 1/98
And Director (Continued)                                                        President and CEO                12/91 - 1/98

                                 Boston Group Holdings, Inc.*                   Director                         5/93 - Present
                                                                                President                        5/93 - Present

Martin G. McGuinn                Mellon Bank Corporation+                       Chairman                         1/99 - Present
Director                                                                        Chief Executive Officer          1/99 - Present
                                                                                Director                         1/98 - Present
                                                                                Vice Chairman                    1/90 - 1/99

                                 Mellon Bank, N. A. +                           Chairman                         3/98 - Present
                                                                                Chief Executive Officer          3/98 - Present
                                                                                Director                         1/98 - Present
                                                                                Vice Chairman                    1/90 - 3/98

                                 Mellon Leasing Corporation+                    Vice Chairman                    12/96 - Present

                                 Mellon Bank (DE) National                      Director                         4/89 - 12/98
                                 Association
                                 Wilmington, DE

                                 Mellon Bank (MD) National                      Director                         1/96 - 4/98
                                 Association
                                 Rockville, Maryland

                                 Mellon Financial                               Vice President                   9/86  - 10/97
                                 Corporation (MD)
                                 Rockville, Maryland

J. David Officer                 Dreyfus Service Corporation++                  Executive Vice President         5/98 - Present
Vice Chairman                                                                   Director                         3/99 - Present
And Director
                                 Dreyfus Insurance Agency of                    Director                         5/98 - Present
                                 Massachusetts, Inc.++++

                                 Seven Six Seven Agency, Inc.++                 Director                         10/98 - Present

                                 Mellon Residential Funding Corp. +             Director                         4/97 - Present

                                 Mellon Trust of Florida, N.A.                  Director                         8/97 - Present
                                 2875 Northeast 191st Street
                                 North Miami Beach, FL 33180

                                 Mellon Bank, NA+                               Executive Vice President         7/96 - Present

                                 The Boston Company, Inc.*                      Vice Chairman                    1/97 - Present
                                                                                Director                         7/96 - Present

                                 Mellon Preferred Capital                       Director                         11/96 - Present
                                 Corporation*

                                 RECO, Inc.*                                    President                        11/96 - Present
                                                                                Director                         11/96 - Present

                                 The Boston Company Financial                   President                        8/96 - Present
                                 Services, Inc.*                                Director                         8/96 - Present

                                 Boston Safe Deposit and Trust                  Director                         7/96 - Present
                                 Company*                                       President                        7/96 - 1/99

J. David Officer                 Mellon Trust of New York                       Director                         6/96 - Present
Vice Chairman and                1301 Avenue of the Americas
Director (Continued)             New York, NY 10019

                                 Mellon Trust of California                     Director                         6/96 - Present
                                 400 South Hope Street
                                 Suite 400
                                 Los Angeles, CA 90071

                                 Mellon Bank, N.A.+                             Executive Vice President         2/94 - Present

                                 Mellon United National Bank                    Director                         3/98 - Present
                                 1399 SW 1st Ave., Suite 400
                                 Miami, Florida

                                 Boston Group Holdings, Inc.*                   Director                         12/97 - Present

                                 Dreyfus Financial Services Corp. +             Director                         9/96 - Present

                                 Dreyfus Investment Services                    Director                         4/96 - Present
                                 Corporation+

Richard W. Sabo                  Founders Asset Management LLC                  President                        12/98 - Present
Director                         2930 East Third Avenue                         Chief Executive Officer          12/98 - Present
                                 Denver, CO. 80206

                                 Prudential Securities                          Senior Vice President            07/91 - 11/98
                                 New York, NY                                   Regional Director                07/91 - 11/98

Richard F. Syron                 American Stock Exchange                        Chairman                         4/94 - Present
Director                         86 Trinity Place                               Chief Executive Officer          4/94 - Present
                                 New York, NY 10006

Ronald P. O'Hanley               Franklin Portfolio Holdings, Inc.*             Director                         3/97 - Present
Vice Chairman
                                 TBCAM Holdings, Inc.*                          Chairman                         6/98 - Present
                                                                                Director                         10/97 - Present

                                 The Boston Company Asset                       Chairman                         6/98 - Present
                                 Management, LLC*                               Director                         1/98 - 6/98

                                 The Boston Company Asset                       Director                         2/97 - 12/97
                                 Management, Inc. *

                                 Boston Safe Advisors, Inc.*                    Chairman                         6/97 - Present
                                                                                Director                         2/97 - Present

                                 Pareto Partners                                Partner Representative           5/97 - Present
                                 271 Regent Street
                                 London, England W1R 8PP

                                 Mellon Capital Management                      Director                         5/97 -Present
                                 Corporation***

                                 Certus Asset Advisors Corp.**                  Director                         2/97 - Present

                                 Mellon Bond Associates+                        Trustee                          2/97 - Present
                                                                                Chairman                         2/97 - Present

                                 Mellon Equity Associates+                      Trustee                          2/97 - Present
                                                                                Chairman                         2/97 - Present

                                 Mellon-France Corporation+                     Director                         3/97 - Present

Ronald P. O'Hanley               Laurel Capital Advisors+                       Trustee                          3/97 - Present
Vice Chairman (Continued)

Mark N. Jacobs                   Dreyfus Investment                             Director                         4/97 - Present
General Counsel,                 Advisors, Inc.++                               Secretary                        10/77 - 7/98
Vice President, and
Secretary                        The Dreyfus Trust Company+++                   Director                         3/96 - Present

                                 The TruePenny Corporation++                    President                        10/98 - Present
                                                                                Director                         3/96 - Present

                                 Dreyfus Service                                Director                         3/97 - Present
                                 Organization, Inc.++


William H. Maresca               The Dreyfus Trust Company+++                   Director                         3/97 - Present
Controller
                                 Dreyfus Service Corporation++                  Chief Financial Officer          12/98 - Present

                                 Dreyfus Consumer Credit Corp. ++               Treasurer                        10/98 -Present

                                 Dreyfus Investment                             Treasurer                        10/98 - Present
                                 Advisors, Inc. ++

                                 Dreyfus-Lincoln, Inc.                          Vice President                   10/98 - Present
                                 4500 New Linden Hill Road
                                 Wilmington, DE 19808

                                 The TruePenny Corporation++                    Vice President                   10/98 - Present

                                 Dreyfus Precious Metals, Inc. +++              Treasurer                        10/98 - 12/98

                                 The Trotwood Corporation++                     Vice President                   10/98 - Present

                                 Trotwood Hunters Corporation++                 Vice President                   10/98 - Present

                                 Trotwood Hunters Site A Corp. ++               Vice President                   10/98 - Present

                                 Dreyfus Transfer, Inc.                         Chief Financial Officer          5/98 - Present
                                 One American Express Plaza,
                                 Providence, RI 02903

                                 Dreyfus Service                                Assistant  Treasurer             3/93 - Present
                                 Organization, Inc.++

                                 Dreyfus Insurance Agency of                    Assistant Treasurer              5/98 - Present
                                 Massachusetts, Inc.++++

William T. Sandalls, Jr.         Dreyfus Transfer, Inc.                         Chairman                         2/97 - Present
Executive Vice President         One American Express Plaza,
                                 Providence, RI 02903

                                 Dreyfus Service Corporation++                  Director                         1/96 - Present
                                                                                Executive Vice President         2/97 - Present
                                                                                Chief Financial Officer          2/97-12/98

                                 Dreyfus Investment                             Director                         1/96 - Present
                                 Advisors, Inc.++                               Treasurer                        1/96 - 10/98


William T. Sandalls, Jr.         Dreyfus-Lincoln, Inc.                          Director                         12/96 - Present
Executive Vice President         4500 New Linden Hill Road                      President                        1/97 - Present
(Continued)                      Wilmington, DE 19808

                                 Seven Six Seven Agency, Inc.++                 Director                         1/96 - 10/98
                                                                                Treasurer                        10/96 - 10/98

                                 The Dreyfus Consumer                           Director                         1/96 - Present
                                 Credit Corp.++                                 Vice President                   1/96 - Present
                                                                                Treasurer                        1/97 - 10/98

                                 Dreyfus Partnership                            President                        1/97 - 6/97
                                 Management, Inc.++                             Director                         1/96 - 6/97

                                 Dreyfus Service Organization,                  Director                         1/96 - 6/97
                                 Inc.++                                         Executive Vice President         1/96 - 6/97
                                                                                Treasurer                        10/96- Present

                                 Dreyfus Insurance Agency of                    Director                         5/97 - Present
                                 Massachusetts, Inc.++++                        Treasurer                        5/97- Present
                                                                                Executive Vice President         5/97 - Present

Diane P. Durnin                  Dreyfus Service Corporation++                  Senior Vice President -          5/95 - 3/99
Vice President - Product                                                        Marketing and Advertising
Development                                                                     Division

Patrice M. Kozlowski             None
Vice President - Corporate
Communications

Mary Beth Leibig                 None
Vice President -
Human Resources

Theodore A. Schachar             Dreyfus Service Corporation++                  Vice President -Tax              10/96 - Present
Vice President - Tax
                                 Dreyfus Investment Advisors, Inc.++            Vice President - Tax             10/96 - Present

                                 Dreyfus Precious Metals, Inc. +++              Vice President - Tax             10/96 - 12/98

                                 Dreyfus Service Organization, Inc.++           Vice President - Tax             10/96 - Present

Wendy Strutt                     None
Vice President

Richard Terres                   None
Vice President

Andrew S. Wasser                 Mellon Bank Corporation+                       Vice President                   1/95 - Present
Vice-President -
Information Systems

James Bitetto                    The TruePenny Corporation++                    Secretary                        9/98 - Present
Assistant Secretary
                                 Dreyfus Service Corporation++                  Assistant Secretary              8/98 - Present

                                 Dreyfus Investment                             Assistant Secretary              7/98 - Present
                                 Advisors, Inc.++

                                 Dreyfus Service                                Assistant Secretary              7/98 - Present
                                 Organization, Inc.++

Steven F. Newman                 Dreyfus Transfer, Inc.                         Vice President                   2/97 - Present
Assistant Secretary              One American Express Plaza                     Director                         2/97 - Present
                                 Providence, RI 02903                           Secretary                        2/97 - Present

                                 Dreyfus Service                                Secretary                        7/98 - Present
                                 Organization, Inc.++                           Assistant Secretary              5/98 - 7/98



_______________________________
*    The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
**   The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
***  The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+    The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++   The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++  The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++ The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109.

</TABLE>



Item 27.  Principal Underwriters
________  ______________________

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

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



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

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



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


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


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


William J. Nutt+         Chairman of the Board             None


Stephanie D. Pierce++    Vice President                    Vice President,
                                                           Assistant Secretary
                                                           and Assistant
                                                           Treasurer


Patrick W. McKeon+       Vice President                    None


Joseph A. Vignone+       Vice President                    None



________________________________
 +  Principal business address is 60 State Street, Boston, Massachusetts 02109.
++  Principal business address is 200 Park Avenue, New York, New York 10166.


Item 28.   Location of Accounts and Records
_______        ________________________________

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

           2.  Mellon Bank, N.A.
               One Mellon Bank Center
               Pittsburgh, Pennsylvania 15258

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

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

Item 29.   Management Services
_______    ___________________

           Not Applicable

Item 30.   Undertakings
_______    ____________

           None


                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State
of New York on the 28th day of June, 1999.



                         DREYFUS PREMIER STATE MUNICIPAL BOND FUND

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

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

         Signatures                        Title                      Date
___________________________    ______________________________    ___________


/s/Marie E. Connolly*          President (Principal Executive      6/28/99
______________________________ Officer)
Marie E. Connolly


/s/Joseph F. Tower, III*       Assistant Treasurer (Principal      6/28/99
______________________________ Accounting and Financial Officer)
Joseph F. Tower, III


/s/Clifford L. Alexander, Jr.* Director                            6/28/99
______________________________
Clifford L. Alexander, Jr.


/s/Peggy C. Davis*             Director                            6/28/99
______________________________
Peggy C. Davis


/s/Joseph S. DiMartino*        Chairman of the Board of            6/28/99
______________________________ Directors
Joseph S. DiMartino


/s/Ernst Kafka*                Director                            6/28/99
______________________________
Ernest Kafka


/s/Saul B. Klaman*             Director                            6/28/99
______________________________
Saul B. Klaman


/s/Nathan Leventhal*           Director                            6/28/99
______________________________
Nathan Leventhal


*BY: __________________________
     Elba Vasquez,
     Attorney-in-Fact



                             INDEX OF EXHIBITS
                             __________________



     ITEM 23                                                          PAGE
     _______                                                          ____

     Other Exhibits:

          (a)  Powers of Attorney of the Trustees and Officers

          (b)  Certificate of Assistant Secretary




                                                                     Item 23

                                                          Other Exhibits (a)


                              POWER OF ATTORNEY

     The undersigned hereby constitute and appoint Margaret W. Chambers,
Marie E. Connolly, Douglas C. Conroy, Frederick C. Dey, Christopher J.
Kelley, Kathleen K. Morrisey, Stephanie Pierce, Karen Jacoppo-Wood and Elba
Vasquez, and each of them, with full power to act without the other, his or
here true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her, and in his or her name,
place stead, in any all capacities (until revoked in writing) to sign any
and all amendments to the Registration Statement of Dreyfus Premier State
Municipal Bond Fund (including post-effective amendments and amendments
thereto), and to file the same , with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, grating unto said attorneys-in-fact and agents, and each of the,
fund power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereto.



/s/Clifford L. Alexander, Jr.                June 1, 1999
- -------------------------------
Clifford L. Alexander, Jr.


/s/Peggy C. Davis                            June 1, 1999
- -------------------------------
Peggy C. Davis


/s/Joseph S. DiMartino                       June 1, 1999
- -------------------------------
Joseph S. DiMartino


/s/Ernst Kafka                               June 1, 1999
- -------------------------------
Ernst Kafka


/s/Saul B. Klaman                            June 1, 1999
- -------------------------------
Saul B. Klaman


/s/Nathan Leventhal                          June 1, 1999
- -------------------------------
Nathan Leventhal






                                                                      ITEM 23
                                                            OTHER EXHIBIT (b)

                 DREYFUS PREMIER STATE MUNICIPAL BOND FUND

                     Certificate of Assistant Secretary


     The undersigned, Elba Vasquez, Vice President, Assistant Secretary
of Dreyfus Premier State Municipal Bond Fund (the "Fund"), hereby certifies
that set forth below is a copy of the resolution adopted by the Fund's Board
authorizing the signing by Margaret W. Chambers, Marie E. Connolly, Douglas
C. Conroy, Frederick C. Dey, Christopher J. Kelley, Kathleen K.  Morrisey,
Stephanie Pierce, Karen Jacoppo-Wood and Elba Vasquez on behalf of the proper
officers of the Fund pursuant to a power of attorney:


          RESOLVED, that the Registration Statement and any and
          all amendments and supplements thereto, may be signed
          by any one of Margaret W. Chambers, Marie E.  Connolly,
          Douglas C.  Conroy, Frederick C. Dey, Christopher J.
          Kelley, Kathleen K. Morrisey, Stephanie Pierce Karen
          Jacoppo-Wood and Elba Vasquez as the attorney-in-fact
          for the proper officers of the Fund, with full power of
          substitution and resubstitution; and that the appointment
          of each of such persons as such attorney-in-fact hereby
          is authorized and approved; and that such attorneys-in-fact,
          and each of them, shall have full power and authority to
          do and perform each and every act and thing requisite and
          necessary to be done in connection with such Registration
          Statement and any and all amendments and supplements
          thereto, as fully to all intents and purposes as the officer,
          for whom he or she is acting as attorney-in-fact, might or
          could do in person.


          IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Fund on June 28, 1999.


                                        -----------------------
                                        Elba Vasquez
                                        Vice President and
                                        and Assistant Secretary




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