DREYFUS STRATEGIC GROWTH L P, 497, 1995-05-02

DREYFUS STRATEGIC GROWTH L P
497, 1995-05-02

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FOR USE BY BANKS ONLY
May 1, 1995
DREYFUS STRATEGIC GROWTH, L.P.
Supplement to Prospectus Dated May 1, 1995
All mutual fund shares involve certain investment risks, including
the possible loss of principal.

038/s050195IST

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PROSPECTUS MAY 1, 1995
DREYFUS STRATEGIC GROWTH, L.P.
- ------------------------------------------------------------------------------
DREYFUS STRATEGIC GROWTH, L.P. (THE "FUND") IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL FUND. ITS
GOAL IS TO MAXIMIZE CAPITAL GROWTH. THE FUND INVESTS PRINCIPALLY IN COMMON
STOCKS OF DOMESTIC ISSUERS, AS WELL AS SECURITIES OF A BROAD RANGE OF FOREIGN
COMPANIES AND FOREIGN GOVERNMENTS. IN ADDITION TO USUAL INVESTMENT PRACTICES,
THE FUND USES SPECULATIVE INVESTMENT TECHNIQUES SUCH AS SHORT-SELLING,
LEVERAGING AND FUTURES AND OPTIONS TRANSACTIONS.
THE FUND IS AVAILABLE ONLY TO U.S. CITIZENS OR LEGAL RESIDENTS OF THE
UNITED STATES.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.
THE FUND'S LIMITED PARTNERSHIP INTERESTS (THE "SHARES") ARE SOLD WITH
A SALES LOAD. THE FUND ALSO BEARS CERTAIN COSTS OF ADVERTISING,
ADMINISTRATION AND/OR DISTRIBUTION PURSUANT TO A PLAN ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
-----------------
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.

THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1995, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 144.

-----------------
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
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TABLE OF CONTENTS
Page
FEE TABLE......................................... 3
CONDENSED FINANCIAL INFORMATION................... 4
DESCRIPTION OF THE FUND........................... 5
MANAGEMENT OF THE FUND............................ 17
HOW TO BUY FUND SHARES............................ 18
INVESTOR SERVICES................................. 21
HOW TO REDEEM FUND SHARES......................... 24
SERVICE PLAN...................................... 27
DISTRIBUTIONS AND TAXES........................... 27
PERFORMANCE INFORMATION........................... 28
SUMMARY OF PARTNERSHIP AGREEMENT.................. 29
GENERAL INFORMATION............................... 31
POWER OF ATTORNEY................................. 33
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

[This Page Intentionally Left Blank]

Page 2
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

FEE TABLE
INVESTOR TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................................................... 3.00%
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average daily net assets)
Management Fees ...................................................................... .75%
12b-1 Fees (distribution and servicing)............................................... .28%
Other Expenses........................................................................ .59%
Total Fund Operating Expenses......................................................... 1.62%
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $46 $80 $115 $216
</TABLE>

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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY
AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses that investors will bear,
directly or indirectly, the payment of which will reduce investors' return on
an annual basis. Long-term investors could pay more in 12b-1 fees than the
economic equivalent of paying a front-end sales charge. The information in
the foregoing table does not reflect any other fee waivers or expense
reimbursement arrangements that may be in effect. Certain Service Agents (as
defined below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the foregoing
table. See "Management of the Fund," "How to Buy Fund Shares" and "Service
Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Fund's Statement of Additional Information. Further financial data and
related notes are included in the Fund's Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS

Contained below is per share operating performance data for a share
outstanding, total investment return, ratios to average net assets and other
supplemental data for each year indicated. This information has been derived
from the Fund's financial statements.

YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
PER SHARE DATA: 1987(1) 1988 1989 1990 1991 1992 1993 1994
------- ------ ------- ------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.00 $24.46 $25.71 $29.37 $27.27 $36.19 $30.63 $38.22
------- ------ ------- ------- ------- ------ ------- -------
INVESTMENT OPERATIONS:
Investment income-net............ .08 1.16 1.32 2.37 2.07 1.38 2.21 .87(2)
Net realized and unrealized
gain (loss) on investments..... 9.38 .09 2.34 (4.47) 6.85 (6.94) 5.38 .28
------- ------ ------- ------- ------- ------ ------- -------
TOTAL FROM INVESTMENT OPERATIONS 9.46 1.25 3.66 (2.10) 8.92 (5.56) 7.59 1.15
------- ------ ------- ------- ------- ------ ------- -------
Net asset value, end of year..... $24.46 $25.71 $29.37 $27.27 $36.19 $30.63 $38.22 $39.37
======= ======= ======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN(3)........... 63.07%(4) 5.11% 14.24% (7.15%) 32.71% (15.36%) 24.78% 3.01%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to
average net assets............. 1.57%(4)(5) 1.39%(5) 1.50%(5) 1.50%(5) 1.50%(5) 1.50%(5) 1.59%(5) 1.46%
Ratio of interest expense, loan commitment
fees and dividends on securities sold short
to average net assets.......... .81%(4) .59% 1.56% .96% .08% .22% .03% .16%
Ratio of net investment income to
average net assets............. .72%(4) 5.02% 1.41% 1.79% 1.48% .83% .79% 2.17%
Decrease reflected in above expense ratios due to
undertaking by The Dreyfus Corporation --- -- -- -- -- -- .06% --
Portfolio Turnover Rate.......... 431.64%(3) 831.14% 370.97% 188.16% 95.49% 209.38% 301.07% 269.41%
Net Assets, end of year (000's Omitted) $92,958 $158,158 $109,290 $60,383 $61,063 $44,765 $45,397 $98,894
- ----------------------
(1) From March 27, 1987 (commencement of operations) to December 31, 1987.
(2) Based on an average of shares outstanding at each month end.
(3) Exclusive of sales charge.
(4) Not annualized.
(5) Net of expenses reimbursed.
</TABLE>

Further information about the Fund's performance is contained in
the Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
DEBT OUTSTANDING
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994
------- ------- ------ ------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amount of debt outstanding at
end of year (in thousands).... -- -- $22,740 -- -- -- -- --
Average amount of debt outstanding
throughout year (in thousands)(2) $ 4,907 $ 5,238 $17,479 $ 5,119 -- $ 1,746 -- $556
Average number of shares outstanding
throughout year (in thousands)(3) 1,809 5,564 4,938 2,856 -- 1,596 -- 1,859
Average amount of debt per share
throughout year............... $ 2.71 $ .94 $ 3.54 $ 1.79 -- $ 1.09 -- $.30
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(1)From March 27, 1987 (commencement of operations) to December 31, 1987.
(2)Based upon daily outstanding borrowings.
(3)Based upon month-end balances.
</TABLE>

Page 4

DESCRIPTION OF THE FUND

INVESTMENT OBJECTIVE
The Fund's goal is to maximize capital growth. The Fund's investment
objective cannot be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Fund's outstanding
voting shares. There can be no assurance that the Fund's investment objective
will be achieved.

MANAGEMENT POLICIES
The Fund may invest principally in publicly issued common stocks.
There are no limitations on the type, size, operating history or dividend
paying record of companies or industries in which the Fund may invest, the
principal criteria for investment being that the securities provide
opportunities for capital growth. The Fund may invest up to 30% of the value
of its assets in the securities of foreign companies which are not publicly
traded in the United States and the debt securities of foreign governments.
The Fund may invest in convertible securities, preferred stocks and debt
securities without limitation when management believes that such securities
offer opportunities for capital growth. The debt securities in which the Fund
may invest must be rated at least Caa by Moody's Investors Service, Inc.
("Moody's") or CCC by Standard & Poor's Corporation ("S&P") or, if unrated,
deemed to be of comparable quality by The Dreyfus Corporation. Obligations
rated Caa by Moody's and CCC by S&P are considered to have predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal and to be of poor standing. The Fund intends to invest less
than 35% of its net assets in debt securities rated lower than investment
grade by Moody's and S&P. See "Risk Factors _ Lower Rated Securities" below
for a discussion of certain risks.

The Fund's policy is to purchase marketable securities which are not
restricted as to public sale, subject to the limited exception set forth
below under "Certain Portfolio Securities _ Illiquid Securities." The Fund
will be alert to favorable arbitrage opportunities resulting from special
situations such as those arising from corporate restructurings. When the The
Dreyfus Corporation believes it desirable, typically when it believes that
common stocks are a less attractive investment alternative and a temporary
defensive position is advisable, the Fund may invest in high-rated corporate
securities, U.S. Government securities, commercial paper, certificates of
deposit, time deposits, bankers' acceptances, and other short-term
obligations and repurchase agreements.
In an effort to increase its total return, the Fund may engage in
various investment techniques which, if successful, would produce short-term
capital gains. The use of investment techniques such as leveraging,
short-selling, engaging in options and futures transactions, currency
transactions and lending of portfolio securities involves greater risk than
that incurred by many other funds. Options and futures transactions involve
so-called "derivative securities." You should purchase Fund shares only as a
supplement to an overall investment program and only if you are willing to
undertake the risks involved. For a discussion of such investment techniques
and their related risks, see "Investment Techniques" and "Risk Factors"
below.
INVESTMENT TECHNIQUES
LEVERAGE THROUGH BORROWING -- The Fund may borrow for investment purposes up
to 331/3% of the value of its total assets. This borrowing, which is known as
leveraging, generally will be unsecured, except to the extent the Fund enters
into reverse repurchase agreements described below. Leveraging will
exaggerate the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. Money borrowed for leveraging will be
subject to interest costs which may or may not be recovered by appreciation
of the securities purchased; in certain cases, interest costs may exceed the
return received on the securities purchased.
Page 5
Among the forms of borrowing in which the Fund may engage is the
entry into reverse repurchase agreements with banks, brokers or dealers.
These transactions involve the transfer by the Fund of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest and principal
payments on the security. At an agreed upon future date, the Fund repurchases
the security at principal, plus accrued interest.
SHORT-SELLING -- The Fund may make short sales, which are transactions in
which the Fund sells a security it does not own in anticipation of a decline
in the market value of that security. To complete such a transaction, the
Fund must borrow the security to make delivery to the buyer. The Fund then is
obligated to replace the security borrowed by purchasing it at the market
price at the time of replacement. The price at such time may be more or less
than the price at which the security was sold by the Fund. The Fund will
incur a loss as a result of the short sale if the price of the security
increases between the date of the short sale and the date on which the Fund
replaces the borrowed security. The Fund will realize a gain if the security
declines in price between those dates.

No securities will 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 the Fund's net assets. The Fund will not sell
short the securities of any single issuer listed on a national securities
exchange to the extent of more than 5% of the value of the Fund's net assets
and will not sell short the securities of any class of an issuer to the
extent, at the time of the transaction, of more than 5% of the outstanding
securities of that class.

In addition to the short sales discussed above, the Fund may make
short sales "against the box," a transaction in which the Fund enters into a
short sale of a security which the Fund owns. The Fund at no time will have
more than 15% of the value of its net assets in deposits on short sales
against the box.

CALL AND PUT OPTIONS ON SPECIFIC SECURITIES -- The Fund may invest up to 5%
of its assets, represented by the premium paid, in the purchase of call and
put options in respect of specific securities (or groups or "baskets" of
specific securities) in which the Fund may invest. The Fund may write covered
call and put option contracts to the extent of 20% of the value of its net
assets at the time such option contracts are written. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell,
the underlying security at the exercise price at any time during the option
period. Conversely, a put option gives the purchaser of the option the right
to sell, and obligates the writer to buy, the underlying security at the
exercise price at any time during the option period. A covered call option
sold by the Fund, which is a call option with respect to which the Fund owns
the underlying security, exposes the Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of
the underlying security or to possible continued holding of a security which
might otherwise have been sold to protect against depreciation in its market
price. The principal reason for writing covered call options is to realize,
through the receipt of premiums, a greater return than would be realized on
the Fund's portfolio securities alone. A covered put option sold by the Fund
exposes the Fund during the term of the option to a decline in price of the
underlying security. Similarly, the principal reason for writing covered put
options is to realize income in the form of premiums. A put option sold by
the Fund is covered when, among other things, cash or liquid securities are
placed in a segregated account with the Fund's custodian to fulfill the obliga
tion undertaken.
To close out a position when writing covered options, the Fund may
make a "closing purchase transaction" by purchasing an option on the same
security with the same exercise price and expiration date as the option it
has previously written. To close out a position as a purchaser of an option,
the Fund may make a "closing sale transaction," which involves liquidating
the Fund's position by selling the option previously purchased. The Fund will
realize a profit or loss from a closing purchase or sale transaction
depending upon the difference between the amount paid to purchase an option
and the amount received from the sale thereof.
Page 6
The Fund intends to treat certain options in respect of specific
securities that are not traded on a national securities exchange and the
securities underlying covered call options written by the Fund as illiquid
securities. See "Certain Portfolio Securities _ Illiquid Securities" below.
The Fund will purchase options only to the extent permitted by the
policies of state securities authorities in states where shares of the Fund
are qualified for offer and sale.
STOCK INDEX OPTIONS -- The Fund may purchase and write put and call options
on stock indices listed on national securities exchanges or traded in the
over-the-counter market. A stock index fluctuates with changes in the market
values of the stocks included in the index.

The effectiveness of purchasing or writing stock index options will
depend upon the extent to which price movements in the Fund's portfolio
correlate with price movements of the stock index selected. Because the value
of an index option depends upon movements in the level of the index rather
than the price of a particular stock, whether the Fund will realize a gain or
loss from the purchase or writing of options on an index depends upon
movements in the level of stock prices in the stock market generally or, in
the case of certain indices, in an industry or market segment, rather than
movements in the price of a particular stock. Accordingly, successful use by
the Fund of options on stock indices will be subject to The Dreyfus
Corporation's ability to predict correctly movements in the direction of the
stock market generally or of a particular industry. This requires different
skills and techniques than predicting changes in the price of individual
stocks.

When the Fund writes an option on a stock index, the Fund will place
in a segregated account with its custodian cash or liquid securities in an
amount at least equal to the market value of the underlying stock index and
will maintain the account while the option is open or will otherwise cover
the transaction.
FUTURES TRANSACTIONS -- IN GENERAL -- The Fund is not a commodity pool.
However, as a substitute for a comparable market position in the underlying
securities or for hedging purposes, the Fund may engage in futures and
options on futures transactions, as described below.
The Fund may trade futures contracts and options on futures contracts
in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange, or, to the
extent permitted under applicable law, on exchanges located outside the
United States, such as the London International Financial Futures Exchange
and the Sydney Futures Exchange Limited. Foreign markets may offer advantages
such as trading in commodities that are not currently traded in the United
States or arbitrage possibilities not available in the United States. Foreign
markets, however, may have greater risk potential than domestic markets. See
"Risk Factors _ Foreign Commodity Transactions" below.

The Fund's commodities transactions must constitute bona fide hedging
or other permissible transactions pursuant to regulations promulgated by the
Commodity Futures Trading Commission (the "CFTC"). In addition, the Fund may
not engage in such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options, other than for
bona fide hedging transactions, exceed 5% of the liquidation value of the
Fund's assets, after taking into account unrealized profits and unrealized
losses on such contracts it has entered into; 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%. Pursuant to regulations
and/or published positions of the Securities and Exchange Commission, the
Fund may be required to segregate cash or high quality money market
instruments in connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity. To the extent the
Fund engages in the use of futures and options on futures for other than bona
fide hedging purposes, the Fund may be subject to additional risk.

Initially, when purchasing or selling futures contracts the Fund will
be required to deposit with its custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount. This
amount is subject to change by the exchange or board of trade on which the
contract is traded and members of such exchange or board of trade may impose
their own higher requirements. This amount is
Page 7
known as "initial margin" and
is in the nature of a performance bond or good faith deposit on the contract
which is returned to the Fund upon termination of the futures position,
assuming all contractual obligations have been satisfied. Subsequent
payments, known as "variation margin," to and from the broker will be made
daily as the price of the index or securities underlying the futures contract
fluctuates, making the long and short positions in the futures contract more
or less valuable, a process known as "marking-to-market." At any time prior
to the expiration of a futures contract, the Fund may elect to close the
position by taking an opposite position, at the then prevailing price, which
will operate to terminate the Fund's existing position in the contract.
Although the Fund intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given
that a liquid market will exist for any particular contract at any particular
time. Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may
be made that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could move
to the limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and potentially
subjecting the Fund to substantial losses. If it is not possible, or the Fund
determines not, to close a futures position in anticipation of adverse price
movements, the Fund will be required to make daily cash payments of variation
margin. In such circumstances, an increase in the value of the portion of the
portfolio being hedged, if any, may offset partially or completely losses on
the futures contract. However, no assurance can be given that the price of
the securities being hedged will correlate with the price movements in a
futures contract and thus provide an offset to losses on the futures
contract.
To the extent the Fund is engaging in a futures transaction as a
hedging device, because of the risk of an imperfect correlation between
securities in the Fund's portfolio that are the subject of a hedging
transaction and the futures contract used as a hedging device, it is possible
that the hedge will not be fully effective if, for example, losses on the
portfolio securities exceed gains on the futures contract or losses on the
futures contract exceed gains on the portfolio securities. For futures contrac
ts based on indices, the risk of imperfect correlation increases as the
composition of the Fund's portfolio varies from the composition of the index.
In an effort to compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price of futures
contracts, the Fund may buy or sell futures contracts in a greater or lesser
dollar amount than the dollar amount of the securities being hedged if the
historical volatility of the futures contract has been less or greater than
that of the securities. Such "over hedging" or "under hedging" may adversely
affect the Fund's net investment results if the market does not move as
anticipated when the hedge is established.

Successful use of futures by the Fund also is subject to The Dreyfus
Corporation's ability to predict correctly movements in the direction of the
market or interest rates. For example, if the Fund has hedged against the
possibility of a decline in the market adversely affecting the value of
securities held in its portfolio and prices increase instead, the Fund will
lose part or all of the benefit of the increased value of securities which it
has hedged because it will have offsetting losses in its futures positions.
Furthermore, if in such circumstances the Fund has insufficient cash, it may
have to sell securities to meet daily variation margin requirements. The Fund
may have to sell such securities at a time when it may be disadvantageous to
do so.

An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a
long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the option exercise
period. The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a call and a
long position if the option is a put). Upon exercise of the option, the
assumption of offsetting futures positions by the writer and holder of the
option will be accompanied by delivery of the accumulated cash balance in the
writer's futures margin account which represents the amount by which the
Page 8
market price of the futures contract, at exercise, exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
on the futures contract.
Call options sold by the Fund with respect to futures contracts will
be covered by, among other things, entering into a long position in the same
contract at a price no higher than the strike price of the call option, or by
ownership of the instruments underlying, or instruments the prices of which
are expected to move relatively consistently with the instruments underlying,
the futures contract. Put options sold by the Fund with respect to futures
contracts will be covered in the same manner as put options on specific
securities as described above.
STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES -- The Fund may
purchase and sell stock index futures contracts and options on stock index
futures contracts as a substitute for a comparable market position in the
underlying securities or for hedging purposes.
A stock index future obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar amount times
the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. No physical delivery of the underlying stocks in the index is made.
With respect to stock indices that are permitted investments, the Fund
intends to purchase and sell futures contracts on the stock index for which
it can obtain the best price with consideration also given to liquidity.
The price of stock index futures may not correlate perfectly with the
movement in the stock index because of certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which would distort the normal relationship between the index
and futures markets. Secondly, from the point of view of speculators, the
deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price distortions.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE FUTURES
CONTRACTS -- The Fund may invest in interest rate futures contracts and
options on interest rate futures contracts as a substitute for a comparable
market position or to hedge against adverse movements in interest rates.
To the extent the Fund has invested in interest rate futures
contracts or options on interest rate futures contracts as a substitute for a
comparable market position, the Fund will be subject to the investment risks
of having purchased the securities underlying the contract.
The Fund may purchase call options on interest rate futures contracts
to hedge against a decline in interest rates and may purchase put options on
interest rate futures contracts to hedge its portfolio securities against the
risk of rising interest rates.
The Fund may sell call options on interest rate futures contracts to
partially hedge against declining prices of portfolio securities. If the
futures price at expiration of the option is below the exercise price, the
Fund will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Fund's
portfolio holdings. The Fund may sell put options on interest rate futures
contracts to hedge against increasing prices of the securities which are
deliverable upon exercise of the futures contracts. If the futures price at
expiration of the option is higher than the exercise price, the Fund will
retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Fund intends to
purchase. If a put or call option sold by the Fund is exercised, the Fund
will incur a loss which will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes in the value
of its portfolio securities and changes in the value of its futures
positions, the Fund's losses from existing options on futures may to some
extent be reduced or increased by changes in the value of its portfolio
securities.
The Fund also may sell options on interest rate futures contracts as
part of closing purchase transactions to terminate its options positions. No
assurance can be given that such closing transactions can be effected or that
Page 9
there will be a correlation between price movements in the options on
interest rate futures and price movements in the Fund's portfolio securities
which are the subject of the hedge. In addition, the Fund's purchase of such
options will be based upon predictions as to anticipated interest rate
trends, which could prove to be inaccurate.
CURRENCY FUTURES AND OPTIONS ON CURRENCY FUTURES -- The Fund may purchase and
sell currency futures contracts and options thereon. See "Futures
Transactions -- In General" and "Call and Put Options on Specific Securities"
above. By selling foreign currency futures, the Fund can establish the number
of U.S. dollars it will receive in the delivery month for a certain amount of
a foreign currency. In this way, if the Fund anticipates a decline of a
foreign currency against the U.S. dollar, the Fund can attempt to fix the
U.S. dollar value of some or all of the securities held in its portfolio that
are denominated in that currency. By purchasing foreign currency futures, the
Fund can establish the number of dollars it will be required to pay for a
specified amount of a foreign currency in the delivery month. Thus, if the
Fund intends to buy securities in the future and expects the U.S. dollar to
decline against the relevant foreign currency during the period before the
purchase is effected, the Fund can attempt to fix the price in U.S. dollars
of the securities it intends to acquire.
The purchase of options on currency futures will allow the Fund, for
the price of a premium it must pay for the option, to decide whether or not
to buy (in the case of a call option) or to sell (in the case of a put
option) a futures contract at a specified price at any time during the period
before the option expires. If the Fund, in purchasing an option, has been
correct in its judgment concerning the direction in which the price of a
foreign currency would move as against the U.S. dollar, it may exercise the
option and thereby take a futures position to hedge against the risk it had
correctly anticipated or close out the option position at a gain that will
offset, to some extent, currency exchange losses otherwise suffered by the
Fund. If exchange rates move in a way the Fund did not anticipate, the Fund
will have incurred the expense of the option without obtaining the expected
benefit. As a result, the Fund's profits on the underlying securities
transactions may be reduced or overall losses incurred.
OPTIONS ON SWAPS -- The Fund may purchase cash-settled options on interest
rate swaps, interest rate swaps denominated in foreign currency and equity
index swaps in pursuit of its investment objective. Interest rate swaps
involve the exchange by the Fund with another party of their respective
commitments to pay or receive interest (for example, an exchange of
floating-rate payments for fixed-rate payments) denominated in U.S. dollars
or foreign currency. Equity index swaps involve the exchange by the Fund with
another party of cash flows based upon the performance of an index or a
portion of an index of securities which usually include dividends. A
cash-settled option on a swap gives the purchaser the right, but not the
obligation, in return for the premium paid, to receive an amount of cash
equal to the value of the underlying swap as of the exercise date. These
options typically are purchased in privately negotiated transactions from
financial institutions, including securities brokerage firms.
FOREIGN CURRENCY TRANSACTIONS -- The Fund expects that its normal investment
activity may involve a significant amount of currency exchange transactions
either on a spot (i.e., cash) basis at the rate prevailing in the currency
exchange market, or through entering into forward contracts to purchase or
sell currencies. A forward currency exchange contract involves an obligation
to purchase or sell a specific currency at a future date, which must be more
than two days from the date of the contract, at a price set at the time of
the contract. Forward currency exchange contracts are entered into in the
interbank market conducted directly between currency traders (typically
commercial banks or other financial institutions) and their customers. The
Fund also may combine forward currency exchange contracts with investments in
securities denominated in other currencies.
The Fund also may maintain short positions in forward currency
exchange transactions, which would involve the Fund agreeing to exchange an
amount of a currency it did not currently own for another currency at a
future date in anticipation of a decline in the value of the currency sold
relative to
Page 10
the currency the Fund contracted to receive in the exchange. This
type of short-selling would be subject to segregation or asset coverage
requirements under the Investment Company Act of 1940.
OPTIONS ON FOREIGN CURRENCY -- The Fund may purchase and sell call and put
options on foreign currency for the purpose of hedging against changes in
future currency exchange rates. Call options convey the right to buy the
underlying currency at a price which is expected to be lower than the spot
price of the currency at the time the option expires. Put options convey the
right to sell the underlying currency at a price which is anticipated to be
higher than the spot price of the currency at the time the option expires.
The Fund may use foreign currency options for the same purposes that it could
use currency forward and futures transactions as described herein. See also
"Call and Put Options on Specific Securities" above.
FUTURE DEVELOPMENTS -- The Fund may take advantage of opportunities in the
area of options and futures contracts and options on futures contracts and
any other derivative investments which are not presently contemplated for use
by the Fund or which are not currently available but which may be developed,
to the extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Before entering
into such transactions or making any such investment, the Fund will provide
appropriate disclosure in its prospectus.
LENDING PORTFOLIO SECURITIES -- From time to time, the Fund may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions.
Such loans may not exceed 331/3% of the value of the Fund's total assets. In
connection with such loans, the Fund will receive collateral consisting of
cash, U.S. Government securities or irrevocable letters of credit which will
be maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. The Fund can increase its income
through the investment of such collateral. The Fund continues to be entitled
to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
FORWARD COMMITMENTS -- Securities purchased by the Fund often are offered 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 that will be received
on a forward commitment or when-issued security are fixed at the time the
Fund enters into the commitment. The Fund will make commitments to purchase
such securities only with the intention of actually acquiring the securities,
but the Fund may sell these securities before the settlement date if it is
deemed advisable. The Fund will not accrue income in respect of a forward
commitment or when-issued security prior to its stated delivery date.

Securities purchased on a forward commitment or when-issued basis and
certain other securities held in the Fund's portfolio are subject to changes
in value (both generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates rise) based upon
the public's perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities purchased on
a forward commitment or when-issued basis may expose the Fund to risks
because they may experience such fluctuations prior to their actual delivery.
Purchasing securities on a when-issued basis can involve the additional risk
that the yield available in the market when the delivery takes place actually
may be higher than that obtained in the transaction itself. A segregated
account of the Fund consisting of cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the commitments will be established and maintained at
the Fund's custodian bank. Purchasing securities on a forward commitment or
when-issued basis when the Fund is fully or almost fully invested may result
in greater potential fluctuation in the value of the Fund's net assets and
its net asset value per share.

Page 11
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES -- A convertible security is a fixed-income security,
such as a bond or preferred stock, that may be converted at either a stated
price or stated rate into underlying shares of common stock. Convertible
securities have general characteristics similar to both fixed-income and
equity securities. Although to a lesser extent than with fixed-income
securities generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stock, and, therefore, also will react
to variations in the general market for equity securities. A unique feature
of convertible securities is that as the market price of the underlying
common stock declines, convertible securities tend to trade increasingly on a
yield basis, and so may not experience market value declines to the same
extent as the underlying common stock. When the market price of the
underlying common stock increases, the prices of the convertible securities
tend to rise as a reflection of the value of the underlying common stock.
While no securities investments are without risk, investments in convertible
securities generally entail less risk than investments in common stock of the
same issuer.
As fixed-income securities, convertible securities are investments
that provide for a stable stream of income with generally higher yields than
common stocks. Of course, like all fixed-income securities, there can be no
assurance of current income because the issuers of the convertible securities
may default on their obligations. Convertible securities, however, generally
offer lower interest or dividend yields than non-convertible securities of
similar quality because of the potential for capital appreciation. A
convertible security, in addition to providing fixed income, offers the
potential for capital appreciation through the conversion feature, which
enables the holder to benefit from increases in the market price of the
underlying common stock. There can be no assurance of capital appreciation,
however, because securities prices fluctuate.
Convertible securities generally are subordinated to other similar
but non-convertible securities of the same issuer, although convertible
bonds, as corporate debt obligations, enjoy seniority in right of payment to
all equity securities, and convertible preferred stock is senior to common
stock, of the same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar
non-convertible securities.
ILLIQUID SECURITIES -- The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain options traded
in the over-the-counter market and securities used to cover such options. As
to these securities, the Fund is subject to a risk that should the Fund
desire to sell them when a ready buyer is not available for a price the Fund
deems representative of their value, the value of the Fund's net assets could
be adversely affected.
WARRANTS -- The Fund may invest up to 5% of its net assets in warrants,
except that this limitation does not apply to warrants acquired in units or
attached to securities. A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified amount of the
corporation's capital stock at a set price for a specified period of time.

MONEY MARKET INSTRUMENTS -- The Fund may invest in the circumstances
described under "Management Policies," in the following types of money market
instruments.

U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
Page 12
U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the
right of the issuer to borrow from the Treasury; others, such as those issued
by the Federal National Mortgage Association, by discretionary authority of
the U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student Loan
Marketing Association, only by the credit of the agency or instrumentality.
These securities bear fixed, floating or variable rates of interest.
Principal and interest may fluctuate based on generally recognized reference
rates or the relationship of rates. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies and
instrumentalities, no assurance can be given that it will always do so since
it is not so obligated by law. The Fund will invest in such securities only
when it is satisfied that the credit risk with respect to the issuer is
minimal.

REPURCHASE AGREEMENTS. Repurchase agreements involve the acquisition
by the Fund of an underlying debt instrument, subject to an obligation of the
seller to repurchase, and the Fund to resell, the instrument at a fixed
price, usually not more than one week after its purchase. Certain costs may
be incurred by the Fund in connection with the sale of the securities if the
seller does not repurchase them in accordance with the repurchase agreement.
In addition, if bankruptcy proceedings are commenced with respect to the
seller of the securities, realization on the securities by the Fund may be
delayed or limited.

BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries of domestic banks, foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, and domestic and foreign branches of foreign
banks, the Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. See "Risk Factors _ Investing
in Foreign Securities" below.

Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation. Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer. These instrumen
ts reflect the obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. The other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or variable
interest rates.

COMMERCIAL PAPER. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations which, at
the time of their purchase, are (a) rated not lower than Prime-1 by Moody's
or A-1 by S&P, (b) issued by companies having an outstanding unsecured debt
issue currently rated at least A3 by Moody's or A- by S&P, or (c) if unrated,
determined by The Dreyfus Corporation to be of comparable quality to those
rated obligations which may be purchased by the Fund.

CERTAIN FUNDAMENTAL POLICIES

The Fund may: (i) borrow to the extent permitted under the
Investment Company Act of 1940, which currently limits borrowing to no more
than 331/3% of the value of the Fund's total assets; and (ii) invest up to
25% of its total assets in the securities of issuers in a single industry,
provided there is no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. This
paragraph describes fundamental policies that cannot be changed without
approval by the holders of a majority (as defined in the Investment Company
Act of 1940) of the Fund's outstanding voting shares. See "Investment
Page 13
Objective and Management Policies - Investment Restrictions" in the Fund's
Statement of Additional Information.

CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES
The Fund may: (i) invest up to 15% of the value of its net assets in
repurchase agreements providing for settlement in more than seven days after
notice and in other illiquid securities; (ii) purchase securities of any
company having less than three years' continuous operation (including
operations of any predecessors) if such purchase does not cause the value of
the Fund's investments in all such companies to exceed 5% of the value of the
Fund's total assets; and (iii) pledge, mortgage or hypothecate its assets,
but only to the extent necessary to secure permitted borrowings and to the
extent related to the deposit of assets in escrow in connection with
portfolio transactions. See "Investment Objective and Management Policies _
Investment Restrictions" in the Fund's Statement of Additional Information.

RISK FACTORS
LOWER RATED SECURITIES -- You should carefully consider the relative risks of
investing in the higher yielding (and, therefore, higher risk) debt
securities in which the Fund may invest when management believes that such
securities offer opportunities for capital growth. These are securities such
as those rated Ba by Moody's or BB by S&P or as low as those rated Caa by
Moody's or CCC by S&P. They generally are not meant for short-term investing
and may be subject to certain risks with respect to the issuing entity and to
greater market fluctuations than certain lower yielding, higher rated
fixed-income securities. Securities rated Ba by Moody's are judged to have
speculative elements; their future cannot be considered as well assured and
often the protection of interest and principal payments may be very moderate.
Securities rated BB by S&P are regarded as having predominantly speculative
characteristics and, while such securities have less near-term vulnerability
to default than other speculative grade debt, they face major ongoing
uncertainties or exposure to adverse business, financial or economic
conditions which could lead to inadequate capacity to meet timely interest
and principal payments. Securities rated Caa by Moody's are of poor standing
and may be in default or there may be present elements of danger with respect
to principal or interest. S&P typically assigns a CCC rating to debt which
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. Such obligations, though high
yielding, are characterized by great risk. See "Appendix" in the Fund's
Statement of Additional Information for a general description of Moody's and
S&P securities ratings. The ratings of Moody's and S&P represent their
opinions as to the quality of the securities which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective and,
although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of these
securities. Therefore, although these ratings may be an initial criterion for
selection of portfolio investments, The Dreyfus Corporation also will
evaluate these securities and the ability of the issuers of such securities
to pay interest and principal. The Fund's ability to achieve its investment
objective may be more dependent on The Dreyfus Corporation's credit analysis
than might be the case for a fund that invested in higher rated securities.
Once the rating of a portfolio security has been changed, the Fund will
consider all circumstances deemed relevant in determining whether to continue
to hold the security.
The market price and yield of securities rated Ba or lower by Moody's
and BB or lower by S&P are more volatile than those of higher rated
securities. Factors adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. In addition, the
retail secondary market for these securities may be less liquid than that of
higher rated securities; adverse conditions could make it difficult at times
for the Fund to sell certain securities or could result in lower prices than
those used in calculating the Fund's net asset value.
Page 14
The market values of certain lower rated debt securities tend to
select individual corporate developments to a greater extent than do higher
rated securities, which react primarily to fluctuations in the general level
of interest rates, and tend to be more sensitive to economic conditions than
are higher rated securities. Companies that issue such securities often are
highly leveraged and may not have available to them more traditional methods
of financing. Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with higher rated
securities.
The Fund may invest in zero coupon securities and pay-in-kind bonds
(bonds which pay interest through the issuance of additional bonds) rated as
low as Caa by Moody's or CCC by S&P, which involve special considerations.
These securities may be subject to greater fluctuations in value due to
changes in interest rates than interest-bearing securities and thus may be
considered more speculative than comparably rated interest-bearing
securities. In addition, Federal income tax law requires the holder of a zero
coupon security or of certain pay-in-kind bonds to take into account annually
a portion of the discount (or deemed discount) at which such securities were
issued, prior to the receipt of cash payments. See "Investment Objective and
Management Policies _ Risk Factors _ Lower Rated Securities" in the Fund's
Statement of Additional Information.
INVESTING IN FOREIGN SECURITIES -- In making foreign investments, the Fund
will give appropriate consideration to the following factors, among others.
Foreign securities markets generally are not as developed or
efficient as those in the United States. Securities of some foreign issuers
are less liquid and more volatile than securities of comparable U.S. issuers.
Similarly, volume and liquidity in most foreign securities markets are less
than in the United States and, at times, volatility of price can be greater
than in the United States. The issuers of some of these securities, such as
foreign bank obligations, may be subject to less stringent or different
regulations than are U.S. issuers. In addition, there may be less publicly
available information about a non-U.S. issuer, and non-U.S. issuers generally
are not subject to uniform accounting and financial reporting standards,
practices and requirements comparable to those applicable to U.S. issuers.
Because stock certificates and other evidences of ownership of such
securities usually are held outside the United States, the Fund will be
subject to additional risks which include possible adverse political and
economic developments, possible seizure or nationalization of foreign
deposits and possible adoption of governmental restrictions which might
adversely affect the payment of principal and interest on the foreign
securities or might restrict the payment of principal and interest to
investors located outside the country of the issuer, whether from currency
blockage or otherwise. Custodial expenses for a portfolio of non-U.S.
securities generally are higher than for a portfolio of U.S. securities.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations. Some currency exchange costs may be
incurred when the Fund changes investments from one country to another.
Furthermore, some of these securities may be subject to brokerage
taxes levied by foreign governments, which have the effect of increasing the
cost of such investment and reducing the realized gain or increasing the
realized loss on such securities at the time of sale. Income received by the
Fund from sources within foreign countries may be reduced by withholding and
other taxes imposed by such countries. Tax conventions between certain
countries and the United States, however, may reduce or eliminate such taxes.
All such taxes paid by the Fund will reduce its net income available for
distribution to investors.
FOREIGN CURRENCY EXCHANGE -- Currency exchange rates may fluctuate
significantly over short periods of time. They generally are determined by
the forces of supply and demand in the foreign exchange markets and the
relative merits of investments in different countries, actual or perceived
changes in interest rates and other complex factors, as seen from an
international perspective. Currency exchange rates also can be affected
Page 15
unpredictably by intervention by U.S. or foreign governments or central banks
or the failure to intervene or by currency controls or political developments
in the United States or abroad.
The foreign currency market offers less protection against defaults
in the forward trading of currencies than is available when trading in
currencies occurs on an exchange. Since a forward currency contract is not
guaranteed by an exchange or clearinghouse, a default on the contract would
deprive the Fund of unrealized profits or force the Fund to cover its
commitments for purchase or resale, if any, at the current market price.
FOREIGN COMMODITY TRANSACTIONS -- Unlike trading on domestic commodity
exchanges, trading on foreign commodity exchanges is not regulated by the
CFTC and may be subject to greater risks than trading on domestic exchanges.
For example, some foreign exchanges are principal markets so that no common
clearing facility exists and a trader may look only to the broker for
performance of the contract. In addition, unless the Fund hedges against
fluctuations in the exchange rate between the U.S. dollar and the currencies
in which trading is done on foreign exchanges, any profits that the Fund
might realize in trading could be eliminated by adverse changes in the
exchange rate, or the Fund could incur losses as a result of those changes.
Transactions on foreign exchanges may include both commodities which are
traded on domestic exchanges and those which are not.

OTHER INVESTMENT CONSIDERATIONS -- The Fund's net asset value is not fixed
and should be expected to fluctuate. You should purchase Fund shares only as
a supplement to an overall investment program and only if you are willing to
undertake the risks involved.

The use of investment techniques such as short-selling, engaging in
financial futures and options transactions, leverage through borrowing,
purchasing securities on a forward commitment basis and lending portfolio
securities involves greater risk than that incurred by many other funds with
similar objectives. These risks are described above under "Investment
Techniques." In addition, using these techniques may produce higher than
normal portfolio turnover and may affect the degree to which the Fund's net
asset value fluctuates. Higher portfolio turnover rates are likely to result
in comparatively greater brokerage commissions or transaction costs.
Short-term gains realized from portfolio transactions are taxable to
shareholders as ordinary income. See "Portfolio Transactions" in the
Statement of Additional Information.

For the portion of the Fund's portfolio invested in equity
securities, investors should be aware that equity securities fluctuate in
value, often based on factors unrelated to the value of the issuer of the
securities, and that fluctuations can be pronounced. Changes in the value of
the Fund's portfolio securities, regardless of whether the securities are
equity or debt, will result in changes in the value of a Fund share and thus
the Fund's total return to investors.

For the portion of the Fund's portfolio invested in debt securities,
investors should be aware that even though interest-bearing securities are
investments which promise a stable stream of income, the prices of such
securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. Certain
securities that may be puchased by the Fund, such as those with interest
rates that fluctuate directly or indirectly based on multiples of a stated ind
ex, are designed to be highly sensitive to changes in interest rates and can
subject the holders thereof to extreme reductions of yield and possibly loss
of principal. The value of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the issuing entities.

A "diversified" investment company is required by the Investment
Company Act of 1940 generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a single issuer
and to hold not more than 10% of the outstanding voting securities of a
single issuer. As to the remaining 25% of its total assets, the investment
company is not so restricted. As a "non-diversified" investment company the
Fund is not subject to any restriction as to the percentage of its assets
that may be invested in the securities of any one issuer. Accordingly, since
a relatively high percentage of the Fund's assets may be invested in the
Page 16
obligations of a limited number of issuers, some of which may be within the
same economic sector, the Fund's portfolio securities may be more susceptible
to any single economic, political or regulatory occurrence than the portfolio
securities of a diversified investment company.
As a partnership, the Fund itself is not subject to Federal income
tax. Instead, each investor is allocated, and subject to tax on, its share of
the Fund's income, gains and losses, whether or not any cash distributions
are made to investors. Accordingly, since the Fund presently does not intend
to make cash distributions on a current basis, an investor will have taxable
income from its investment in the Fund but will not receive a corresponding
cash distribution. However, undistributed income and gains, net of expenses,
will increase the Fund's average daily net asset value per share and also
will increase the investor's tax basis in its shares. Accordingly, subject to
subsequent events, the investor will receive this income without tax upon
redemption of its shares.
Investment decisions for the Fund are made independently from those
of the other investment companies advised by The Dreyfus Corporation.
However, if such other investment companies or accounts are prepared to
invest in, or desire to dispose of, securities of the type in which the Fund
invests at the same time as the Fund, 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
the Fund or the price paid or received by the Fund.
MANAGEMENT OF THE FUND

The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment adviser.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of March 31, 1995, The Dreyfus Corporation managed or administered
approximately $72 billion in assets for approximately 1.9 million investor
accounts nationwide.

The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the overall authority of the Fund's Managing General Partners in
accordance with Delaware law. The Fund's primary portfolio manager is Howard
Stein. Mr. Stein is Chairman of the Board and Chief Executive Officer of The
Dreyfus Corporation. Mr. Stein also served as a Managing General Partner and
President of the Fund from January 1989 to August 1994. The Fund's other
portfolio managers are identified in the Fund's Statement of Additional
Information. The Dreyfus Corporation also provides research services for the
Fund through a professional staff of portfolio managers and securities
analysts.

Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed $193
billion in assets as of December 31, 1994, including approximately $70
billion in mutual fund assets. As of December 31, 1994, various subsidiaries
of Mellon provided non-investment services, such as custodial or
administration services, for approximately $654 billion in assets, including
$74 billion in mutual fund assets.

For the fiscal year ended December 31, 1994, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .75 of 1%
of the value of the Fund's average daily net assets. The management fee is
higher than that paid by most other investment companies. From time to time, T
he Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect of lowering
Page 17
the Fund's overall expense ratio and increasing yield to investors at the
time such amounts are waived or assumed, as the case may be. The Fund will
not pay The Dreyfus Corporation at a later time for any amounts it may waive,
nor will the Fund reimburse The Dreyfus Corporation for any amounts it may
assume. The Dreyfus Corporation or its affiliates may pay certain entities,
including banks, an account fee and a fee in connection with the servicing of
Fund investors.

The Fund bears certain costs of distributing Fund shares in
accordance with a plan (the "Service Plan") adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940. See "Fee Table" and "Service Plan."
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.

The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of FDI Distribution Services,
Inc., a provider of mutual fund administration services, which in turn is a
wholly-owned subsidiary of FDI Holdings, Inc., the parent company of which is
Boston Institutional Group, Inc.

The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Distribution Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian.

HOW TO BUY FUND SHARES
You can purchase Fund shares through the Distributor or certain
financial institutions (which may include banks), securities dealers and
other industry professionals (collectively, "Service Agents") that have
entered into service agreements with the Distributor. Share certificates are
issued only upon your written request. No certificates are issued for
fractional shares. The Fund reserves the right to reject any purchase order.

The minimum initial investment is $2,500, or $1,000 if you are a
client of a Service Agent which has made an aggregate minimum initial
purchase for its customers of $2,500. Subsequent investments must be at least
$100. The initial investment must be accompanied by the Fund's Account
Application which includes a Power of Attorney. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including the Fund's Managing General
Partners, or the spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates who elect to have a portion of
their pay directly deposited into their Fund account, the minimum initial
investment is $50. The Fund reserves the right to vary further the initial
and subsequent investment minimum requirements at any time.

Initial purchases of Fund shares may be made by check. Subsequent
purchases may be made by check or wire, or through the Dreyfus TELETRANSFER Pr
ivilege described below. Checks should be made payable to "The Dreyfus Family
of Funds." Payments to open new accounts which are mailed should be sent to
The Dreyfus Family of Funds, P.O. Box 9387, Providence, Rhode Island
02940-9387, together with your Account Application. For subsequent
investments, your Fund account number should appear on the check and an
investment slip should be enclosed and sent to The Dreyfus Family of Funds,
P.O. Box 105, Newark, New Jersey 07101-0105. Neither initial nor subsequent
investments should be made by third party check. Purchase orders may be
delivered in person only to a Dreyfus Financial Center. THESE ORDERS WILL BE
FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments for subsequent purchases may be made if your bank
account is in a commercial bank that is a member of the Federal Reserve
System or any other bank having a correspondent bank in New York City. Immedia
tely available funds may be transmitted by wire to The Bank of New York,
DDA#8900119373/Dreyfus
Page 18
Strategic Growth, L.P., for purchase of Fund shares in
your name. The wire must include your Fund account number, account
registration and dealer number, if applicable. You may obtain further
information about remitting funds in this manner from your bank. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. A charge will be imposed if any check used for investment
in your account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
If an order is received by the Transfer Agent by the close of trading
on the floor of the New York Stock Exchange (currently 4:00 p.m., New York
time) on any business day, Fund shares will be purchased at the public
offering price (i.e., net asset value plus the applicable sales load set
forth below) 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 dealers'
responsibility to transmit orders so that they will be received by the
Distributor or its designee before the close of its business day.
The public offering price is the net asset value per share (see
"Determination of Net Asset Value" and "Statement of Assets and Liabilities"
in the Fund's Statement of Additional Information) plus a sales load as shown
below:
<TABLE>
<CAPTION>

SALES LOAD
------------------------------------------
AS A % OF AS A % OF
OFFERING PRICE NET ASSET VALUE
AMOUNT OF TRANSACTION PER SHARE PER SHARE
------------------------- --------------- ----------------
<S> <C> <C>
Less than $100,000......................... 3.00 3.10
$100,000 to less than $250,000............. 2.75 2.80
$250,000 to less than $500,000............. 2.25 2.30
$500,000 to less than $1,000,000........... 2.00 2.00
$1,000,000 and over........................ 1.00 1.00
</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 Fund shares)
may purchase Fund shares for themselves or for their spouses or minor
children at net asset value, provided that they have furnished the
Distributor with such information 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 Fund shares at net
asset value. In addition, Fund shares are offered at net asset value to
full-time or part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus Corporation, Board
Page 19
members of a fund advised by The Dreyfus Corporation, including the Fund's
Managing General Partners, or the spouse or minor child of any of the
foregoing.

The full sales load may be reallowed to dealers by the Distributor.
The dealer reallowance may be changed from time to time but will remain the
same for all dealers. The distributor, at its expense, may provide additional
promotional incentives to dealers that sell shares of funds advised by The
Dreyfus Corporation which are sold with a sales load, such as the Fund. In
some instances, these incentives may be offered only to certain dealers who
have sold or may sell significant amounts of such shares. Dealers receive a
larger percentage of the sales load from the Distributor than they receive
for selling most other funds. From January 1, 1994 through August 23, 1994,
Dreyfus Service Corporation, a wholly-owned subsidiary of The Dreyfus
Corporation and the Fund's distributor prior to August 24, 1994, retained
$1,111,127 from sales loads on Fund shares.

Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus, and, to the extent permitted by applicable regulatory authority,
may charge their clients direct fees for Servicing (as defined under "Service
Plan"). These fees would be in addition to any amounts which might be
received under the Service Plan. Each Service Agent has agreed to transmit to
its clients a schedule of such fees. You should consult your Service Agent in
this regard.
Fund shares are sold on a continuous basis. Net asset value per share
is determined as of the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), on each day the New York Stock
Exchange is open for business. For purposes of determining net asset value
per share, 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 is computed by dividing the value of the Fund's net assets (i.e.,
the value of its assets less liabilities) by the total number of shares
outstanding. The Fund's investments are valued based on market value, or
where market quotations are not readily available, based on fair value as
determined in good faith by or in accordance with procedures fixed by the
Managing General Partners. For further information regarding the methods
employed in valuing Fund investments, see "Determination of Net Asset Value"
in the Fund's Statement of Additional Information.
Federal regulations require that you provide a certified Taxpayer
Identification Number ("TIN") upon opening or reopening an account. See the
Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
RIGHT OF ACCUMULATION -- Reduced sales loads apply to any purchase of Fund
shares, shares of certain other funds advised by The Dreyfus Corporation which
are sold with a sales load, or shares of certain other funds acquired by a
previous exchange of shares purchased with a sales load (hereinafter referred
to as "Eligible Funds") by you and any related "purchaser" as defined in the
Statement of Additional Information, where the aggregate investment,
including such purchase, is $100,000 or more. If, for example, you previously
purchased and still hold shares of the Fund, or of any other Eligible Fund or
combination thereof, with an aggregate current market value of $90,000 and
subsequently purchase shares of the Fund or an Eligible Fund having a current
value of $20,000, the sales load applicable to the subsequent purchase would
be reduced to 2.75% of the offering price. All present holdings of Eligible
Funds may be combined to determine the current offering price of the
aggregate investment in ascertaining the sales load applicable to each
subsequent purchase.
To qualify for reduced sales loads, at the time of a purchase you or
your Service Agent must notify the Distributor if orders are made by wire, or
the Transfer Agent if orders are made by mail. The reduced sales load is
subject to confirmation of your holdings through a check of appropriate
records.
DREYFUS TELETRANSFER PRIVILEGE -- You may purchase Fund shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
Page 20
box and supplied the necessary information on the Fund's Account Application
or have filed aShareholder Services Form with the Transfer Agent. The
proceeds will be transferred between the bank account designated in one of
these documents and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing House member
may be so designated. The Fund may modify or terminate this Privilege at any
time or charge a service fee upon notice to investors. No such fee currently
is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
INVESTOR SERVICES
The services and privileges described under this heading may not be
available to clients of certain Service Agents and some Service Agents may
impose certain conditions on their clients which are different from those
described in this Prospectus. You should consult your Service Agent in this
regard.

FUND EXCHANGES -- You may purchase up to two times per calendar year, in
exchange for shares of the Fund, shares of certain other funds managed or
administered by The Dreyfus Corporation, to the extent such shares are
offered for sale in your state of residence. These funds have different
investment objectives which may be of interest to you. If you desire to use
this service, you should consult your Service Agent or call 1-800-645-6561 to
determine if it is available and whether any other conditions are imposed on
its use.

To request an exchange, you, or your Service Agent acting on your
behalf, must give exchange instructions to the Transfer Agent in writing or
by telephone. Before any exchange, you must obtain and should review a copy
of the current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling 1-800-645-6561. The shares being
exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have
a value of at least the minimum initial investment required for the fund into
which the exchange is being made. For a fund organized as a partnership, you
must execute the form of Power of Attorney required for investment in such
fund, and you will be sent a copy of the Partnership Agreement. The ability
to issue exchange instructions by telephone is given to all investors
automatically, unless you check the applicable "NO"box on the Account
Application, indicating that you specifically refuse this Privilege. The
Telephone Exchange Privilege may be established for an existing account by
written request, signed by all investors on the account or by, a separate
signed Shareholder Services Form, also available by calling 1-800-645-6561.
If you have established the Telephone Exchange Privilege, you may telephone
exchange instructions by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. See "How to Redeem Fund Shares _ Procedures."
Upon an exchange into a new account, the following investor services and
privileges, as applicable and where available, will be automatically carried
over to the fund into which the exchange is made: Telephone Exchange
Privilege, Wire Redemption Privilege, Telephone Redemption Privilege, Dreyfus
TELETRANSFER Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.

Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b) acquired
by a previous exchange or transfer from shares purchased with a sales load,
or (c) acquired through reinvestment of dividends or distributions paid with
respect to the foregoing categories of shares. To qualify, at the time of an
exchange you must notify the Transfer Agent or your Service Agent must notify
the Distributor. Any such qualification is subject to confirmation of the
investor's holdings through a check of appropriate records. See "Investor
Services" in the Fund's Statement of Additional Information. No fees
currently are charged investors directly in connection with exchanges,
Page 21
although the Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal fee in accordance with rules
promulgated by the Securities and Exchange Commission. The Fund reserves the
right to reject any exchange request in whole or in part. The availability of
Fund Exchanges may be modified or terminated at any time upon notice to
investors.
With respect to any investor who has exchanged out of the Fund twice
during the calendar year, further purchase orders (including those pursuant
to exchange instructions) relating to any shares of the Fund will be rejected
for the remainder of the calendar year. Management believes that this policy
will enable investors to change their investment program, while protecting
the Fund against disruptions in portfolio management resulting from frequent
transactions by those seeking to time market fluctuations. Exchanges made
through omnibus accounts for various retirement plans are not subject to such
limit on exchanges.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the investor and, therefore, an exchanging investor may realize a taxable
gain or loss.

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other funds in the
Dreyfus Family of Funds of which you are currently an investor. The amount
you designate, which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule you have selected.
Shares will be exchanged at the then-current net asset value; however, a
sales load may be charged with respect to exchanges into funds sold with a
sales load. See "Investor Services" in the Fund's Statement of Additional
Information. The right to exercise this Privilege may be modified or
cancelled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by writing to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss. For more information concerning this Privilege and the
funds in the Dreyfus Family of Funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call toll free 1-800-645-6561.

DREYFUS-AUTOMATIC ASSET BUILDER (Registration Mark) -- Dreyfus-AUTOMATIC Asset
Builder permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund shares
are purchased by transferring funds from the bank account designated by you.
At your option, the account designated by you will be debited in the
specified amount, and Fund shares will be purchased, once a month, on either
the first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish a Dreyfus-AUTOMATIC Asset
Builder account, you must file an authorization form with the Transfer Agent.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may cancel your participation in this Privilege or change the amount of
purchase at any time by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671, and the
notification will be effective three business days following receipt. The
Fund may modify or terminate this Privilege at any time or charge a service
fee. No such fee currently is contemplated.

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 Federal
government automatically invested into your Fund account. You may deposit as
much of such payments as you elect. To enroll in Dreyfus Government Direct
Deposit, you must file with the Transfer Agent a completed Direct Deposit
Sign-Up Form for each type of payment that you desire to include in
Page 22
this Privilege. The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in this
Privilege. You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. Further, the Fund may
terminate your participation upon 30 days' notice to you.
AUTOMATIC WITHDRAWAL PLAN -- The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50cents for each withdrawal
check. The Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Purchases of additional shares concurrent with withdrawals are
generally undesirable because the sales load is imposed whenever purchases
are made. Any correspondence with respect to the Automatic Withdrawal Plan
should be addressed to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671.

DREYFUS DIVIDEND OPTIONS -- Dreyfus Dividend Sweep enables you to invest
automatically distributions from net investment income, or distributions from
net investment income and net realized securities gains, to the extent such
are paid by the Fund, in shares of another fund in the Dreyfus Family of
Funds of which you are an investor. Shares of the other fund will be
purchased at the then-current net asset value; however, a sales load may be
charged with respect to investments in shares of a fund sold with a sales
load. If you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or which reflect
a reduced sales load. If you are investing in a fund that charges a
contingent deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any, applicable to the
purchased shares. See "Investor Services" in the Fund's Statement of
Additional Information. Dreyfus Dividend ACHpermits you to transfer
electronically distributions from net investment income or distributions from
net investment income and net realized securities gains, to the extent such
are paid by the Fund, to a designated bank account. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for this service.

For more information concerning these privileges, or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges are effective three business days following
receipt. These privileges are available only for existing accounts and may
not be used to open new accounts. Minimum subsequent investments do not apply
for Dreyfus Dividend Sweep. The Fund may modify or terminate these privileges
at any time or charge a service fee. No such fee currently is contemplated.
Shares held under Keogh Plans, IRAs or other retirement plans are not
eligible for these privileges.
DREYFUS PAYROLL SAVINGS PLAN -- Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the Automated Clearing House system at each
pay period. To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return it to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671.You may obtain the necessary authorization form by calling
1-800-645-6561. You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The Dreyfus Corporation,
the Fund, the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund may modify or
Page 23
terminate this Privilege at any time or charge a service fee. No such fee
currently is contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for this Privilege.
LETTER OF INTENT -- By signing a Letter of Intent form, available by calling
1-800-645-6561, 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 under the 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 towa
rd "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 shares held in escrow to
realize the difference. Signing a Letter of Intent does not bind you to
purchase, or the Fund to sell, the full amount indicated at the sales load in
effect at the time of signing, but you must complete the intended purchase to
obtain the reduced sales load. At the time you purchase Fund shares, you must
indicate your intention to do so under a Letter of Intent.
HOW TO REDEEM FUND SHARES
GENERAL -- You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent, as described below.
When a request is received in proper form, the Fund will redeem the shares at
the next determined net asset value.
The Fund imposes no charges when shares are redeemed. Service Agents
may charge a nominal fee for effecting redemptions of Fund shares. Any
certificates representing Fund shares being redeemed must be submitted with
the redemption request. The value of the shares redeemed may be more or less
than their original cost, depending on the Fund's then-current net asset
value.

The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE
REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC
ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE
OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE FOR A PERIOD OF EIGHT
BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE
DREYFUS TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER
AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY
IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST.
PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DISTRIBUTIONS, IF ANY, ON SUCH
SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL
OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application and/or an executed
Power of Attorney.

Page 24

The Fund reserves the right to redeem your account at its option upon
your failure to execute and deliver to the Fund an Account Application and/or
a Power of Attorney and, upon not less than 30 days' written notice if your
account's net asset value is $500 or less and remains so during the notice
period.

PROCEDURES -- You may redeem Fund shares by using the regular redemption
procedure through the Transfer Agent, the Wire Redemption Privilege, the
Telephone Redemption Privilege or the Dreyfus TELETRANSFER Privilege. Other
redemption procedures may be in effect for clients of certain Service Agents.
The Fund makes available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities.

In addition, the Distributor or its designee will accept orders from
dealers with which the Distributor has sales agreements for the repurchase of
shares held by investors. Repurchase orders received by the dealer prior to
the close of trading on the floor of the New York Stock Exchange on any
business day and transmitted to the Distributor 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 dealer to
transmit orders on a timely basis. The dealer may charge the investor a fee
for executing the order. This repurchase arrangement is discretionary and may
be withdrawn at any time.

You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you specifically refuse it), you authorize the Transfer Agent to act
on telephone instructions from any person representing himself or herself to
be you or a representative of your Service Agent, and reasonably believed by
the Transfer Agent to be genuine. The Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Fund nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.

During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used. During the delay, the Fund's net asset value may fluctuate.

REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
your shares by written request mailed to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. THESE REQUESTS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests
must be signed by each investor, including each owner of a joint account, and
each signature must be guaranteed. The Transfer Agent has adopted standards
and procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants in
the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock Exchanges
Medallion Program. If you have a question with respect to
signature-guarantees, please call one of the telephone numbers listed under
"General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
Page 25

WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to your
address. Redemption proceeds of less than $1,000 will be paid automatically
by check. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of not more than $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. The Fund reserves the right
to refuse any redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. This Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. The Fund's Statement of Additional Information
sets forth instructions for transmitting redemption requests by wire. Shares
held under Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.

TELEPHONE REDEMPTION PRIVILEGE -- You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of telephone redemptions. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund. Shares
held under Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.

DREYFUS TELETRANSFER PRIVILEGE -- You may redeem Fund shares (minimum $500
per day) by telephone if you have checked the appropriate box and supplied
the necessary information on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between your Fund account and the bank account designated in one
of these documents. Only such an account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in your account at an Automated
Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice to investors.
No such fee currently is contemplated.

If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares
issued in certificate form, are not eligible for this Privilege.
REINVESTMENT PRIVILEGE -- You may reinvest up to the number of shares you
have redeemed, within 30 days of redemption, at the then-prevailing net asset
value without a sales load, or reissue your account for the purpose of
exercising the Exchange Privilege. The Reinvestment Privilege may be
exercised only once.
Page 26

SERVICE PLAN

Under the Service Plan, adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Fund (a) reimburses the Distributor for
payments to certain Service Agents for distributing the Fund's shares and
servicing investor accounts ("Servicing") and (b) pays The Dreyfus
Corporation, Dreyfus Service Corporation and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing relating to the Fund
and for Servicing, at an aggregate annual rate of .25 of 1% of the value of
the Fund's average daily net assets. Each of the Distributor and Dreyfus may
pay one or more Service Agents a fee in respect of the Fund's shares owned by
investors with whom the Service Agent has a Servicing relationship or for
whom the Service Agent is the dealer or holder of record. Each of the
Distributor and Dreyfus determine the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such payments are made.
The fees payable under the Service Plan are payable without regard to actual
expenses incurred.

The Fund also bears the costs of preparing and printing prospectuses
and statements of additional information used for regulatory purposes and for
distribution to existing investors. Under the Service Plan, the Fund bears
(a) the costs of preparing, printing and distributing prospectuses and
statements of additional information used for other purposes and (b) the
costs associated with implementing and operating the Service Plan (such as
costs of printing and mailing service agreements), the aggregate of such
amounts not to exceed in any fiscal year of the Fund the greater of $100,000
or .005 of 1% of the value of the Fund's average daily net assets for such
fiscal year.

DISTRIBUTIONS AND TAXES
DISTRIBUTIONS -- The Fund may, but is not required and presently does not
intend to, make any current distributions from net investment income and/or
net realized securities gains (if any -- "current distributions"). In the
event the Fund makes such distributions, you may choose whether to receive
cash or to reinvest in additional Fund shares at net asset value without a
sales load.
TAX CONSIDERATIONS TO THE FUND -- The Fund has received a ruling from the
Internal Revenue Service that it will be treated as a partnership for Federal
income tax purposes. As a partnership, the Fund itself is not subject to
Federal and, generally, state or local taxation. Instead, each investor will
be allocated, and subject to tax on, its proportionate share of the Fund's
income, expenses, gains and losses, whether or not any cash distributions are
made to investors. Although the Internal Revenue Code of 1986, as amended
(the "Code"), contains a provision that would tax certain "publicly traded
partnerships," such as the Fund, as corporations, the Fund will not be
treated as a corporation for Federal income tax purposes under this provision
until 1998.
The Fund has received an opinion of counsel that it will be exempt
from the New York City Unincorporated Business Income Tax. Such opinion,
however, is not binding on the New York City Department of Finance.
TAX CONSIDERATIONS FOR INVESTORS -- Notice as to the tax status of your
allocable share of the Fund's income, expenses, gains and losses,
representing your share of the Fund's net investment income and net realized
securities gains subject to Federal income tax, will be mailed to you annually
. You also may be subject to state and local taxes as a result of your
investment in the Fund.
Cash distributions (whether received in connection with the partial
or full redemption of Fund shares, or in the event the Fund makes any current
distributions) will not be subject to Federal and, generally, state and local
income tax except to the extent they exceed your adjusted basis in your Fund
shares, in which case such distributions generally will be taxed to you as
capital gains.
Since the Fund presently does not intend to make any current
distributions, you may have taxable income from your investment in the Fund
without receiving a corresponding cash distribution. In such case,
Page 27
undistributed net investment income and net securities gains will increase
the Fund's average daily net asset value per share and your tax basis in your
Fund shares. Accordingly, subject to subsequent events, you will receive this
income, without being subject to additional taxes thereon, upon partial or
full redemption of your Fund shares. If the Fund were to change its current
practice and make current distributions, for a number of reasons, including
the application of the "mark-to-market," "straddle" and original issue
discount rules of the Code, income allocable to Fund investors may exceed
cash distributions with respect to any fiscal year. In addition, for
financial reporting purposes, certain foreign currency gains and losses will
be reported by the Fund as securities gains and losses. For tax purposes,
however, such gains or losses may be treated as ordinary income or losses.
Thus, an investor's reportable share of ordinary income may be increased by
net foreign currency gains and reduced by net foreign currency losses, as the
case may be.
An investor in the Fund that is a tax exempt organization (including,
but not limited to, IRAs, Keogh Plans, 403(b)(7) Plans and qualified
retirement plans) may be taxed on income allocable to shares of the Fund that
is derived from certain transactions, including borrowing transactions,
certain repurchase agreement transactions, and certain options and futures
transactions in which the Fund may engage. Such income is treated as
"unrelated business taxable income" which, to the extent it exceeds a $1,000
annual exclusion (in some cases this may have cumulative applicability to
separate IRAs of the same investor), is taxed at a rate that would apply were
the recipient not otherwise tax exempt. The Fund is unable to predict what
portion of income allocable to shares of the Fund will constitute unrelated
business taxable income. Consequently, tax exempt organizations may conclude
that an investment in the Fund, which anticipates engaging in such borrowing,
repurchase agreement, and options and futures transactions, may not be
appropriate for them. Effective January 1, 1994, income allocable to shares
of the Fund is no longer automatically treated as unrelated business taxable
income subject to taxation as described above. Accordingly, investors placing
shares of the Fund in IRA, Keogh Plans and 403(b)(7) Plans, or other
qualified retirement plans should consult their tax advisers regarding the
taxes applicable to such plans investing in publicly traded partnerships,
such as the Fund. In addition to possible Federal taxation, any unrelated
business taxable income may be subject to state and local income taxation,
which may differ in method of computation from the Federal tax.
You should consult your tax adviser regarding specific questions as
to Federal, state and local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance will be calculated on the
basis of average annual total return. Advertisements may also include
performance calculated on the basis of total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased with an
initial payment of $1,000 and that the investment was redeemed at the end of
a stated period of time, after giving effect to the reinvestment of
distributions during the period. The return is expressed as a percentage rate
which, if applied on a compounded annual basis, would result in the
redeemable value of the investment at the end of the period. Advertisements
of the Fund's performance will include the Fund's average annual total return
for one, five and ten year periods, or for shorter time periods depending
upon the length of time during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of distributions. Total return generally is expressed as a
percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the maximum offering price per
share at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a hypothetical
investment at the end of the period which assumes the application of the perce
ntage rate of total return. Total return may also be calculated by using the
net asset value per share at the beginning of the period instead of the
maximum offering price per share at the beginning of the period. Calculations
Page 28
based on the net asset value per share do not reflect the deduction of the
sales load which, if reflected, would reduce the performance quoted.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Lipper Analytical
Services, Inc., Standard & Poor's 500 Composite Stock Price Index, Standard &
Poor's MidCap 400 Index, the Dow Jones Industrial Average, Morningstar, Inc.
and other industry publications.
SUMMARY OF PARTNERSHIP AGREEMENT
The full text of the Partnership Agreement, to which, as an investor,
you will be subject, is set forth in the Fund's Statement of Additional
Information and is available upon request. The following statements summarize
and explain certain provisions of the Partnership Agreement and are qualified
in their entirety by the terms of the Partnership Agreement.
KINDS OF PARTNERS -- The Fund has two kinds of partners, General Partners and
Limited Partners. The General Partners consist of a number of individuals,
referred to herein as Managing General Partners, and one corporate General
Partner, referred to herein as the Non-Managing General Partner. The Managing
General Partners have complete and exclusive control over the management,
conduct and operation of the Fund's business. The General Partners and
Limited Partners are referred to collectively as the "Partners."
Under the terms of the Partnership Agreement, the Non-Managing
General Partner is permitted to participate in the management of the Fund
only in the event that no Managing General Partner remains to elect to
continue the business of the Fund and then only for the limited period of
time (not in excess of 90 days) necessary to convene a meeting of the Limited
Partners for the purpose of making such election.
The Partnership Agreement provides that the General Partners are not
personally liable to any holder of shares or Limited Partner for the
repayment of any amounts standing in the account of a holder of shares or
Limited Partner, including, without limitation, contributions with respect to
such shares. Any such payment shall be solely from the assets of the Fund.
The Partnership Agreement also provides that the General Partners will not be
liable to any holder of shares or Limited Partner by reason of: (i) any
change in any Federal or state income tax laws applicable to the Fund or its
investors; or (ii) any other matters, unless the result of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office. A General Partner is entitled to
indemnification from the Fund against liabilities and expenses to which he
may be subject in his capacity as a General Partner unless the result of
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such General Partner's office, as more
fully described in the Partnership Agreement. Indemnification is limited to
the assets of the Fund. In addition, Dreyfus has undertaken to indemnify the
Managing General Partners, to the full extent provided in the Partnership
Agreement, although not for amounts arising due to a Managing General
Partner's wilful misfeasance, bad faith, gross negligence or reckless
disregard for the duties involved in the conduct of his office.
VOTING RIGHTS OF PARTNERS -- The Partners have the voting, approval, consent
or similar rights required under the Investment Company Act of 1940 for
voting security holders.
LIABILITY OF LIMITED PARTNERS -- Generally, Limited Partners are not
personally liable for obligations of the Fund unless, in addition to the
exercise of their rights and powers as a Limited Partner, they take part in
the control of the business of the Fund. Under the terms of the Partnership
Page 29
Agreement, the Limited Partners do not have the right to take part in the
control of the Fund, but they may exercise the right to vote on matters
requiring approval under the Investment Company Act of 1940 and on certain
other matters. The Partnership Agreement provides that the Limited Partners
have the right to vote on matters requiring the approval of holders of shares
in a registered investment company under the Investment Company Act of 1940,
and since so permitted by the Partnership Agreement, such right to vote does
not constitute taking part in the control of the Fund's business. There is
not, however, specific statutory or other authority for the existence or
exercise of some or all of these powers in most other jurisdictions. As a resu
lt, to the extent that the Fund is subject to the jurisdiction of courts in
these other jurisdictions, it is possible that these courts may not apply
Delaware law, or, if they apply Delaware law, they may nevertheless interpret
the law to subject the Limited Partners to liability as General Partners.
The Fund intends to include in its contracts a provision limiting the
claims of creditors to Fund assets and will carry insurance in such amounts
as the Managing General Partners, in their judgment, consider reasonable to
cover potential liabilities of the Fund. If a Limited Partner is sued to
satisfy an obligation of the Fund, the Fund, upon notice from the Limited
Partner about the suit, either will pay the claim or, if the Fund believes
the claim is without merit, will undertake the defense of the claim. However,
in the event that a Limited Partner should be found to be liable as a General
Partner, a Limited Partner would be personally liable for liabilities of the
Fund to the extent that the assets and insurance of the Fund are insufficient
to discharge the Fund's liabilities. In view of the character of the business
of the Fund, the nature of its assets and the operating policies which the
Fund will follow, the Fund believes that a Limited Partner, as a practical
matter, will never be required to discharge a liability of the Fund.
The contribution of a Limited Partner is subject to the risks of the
business of the Fund and the claims of the Fund's creditors. If all or any
portion of the contribution of a Limited Partner is returned to him, upon
redemption of his shares or otherwise, such Limited Partner will remain
liable to the Fund to the extent required by the Delaware Revised Uniform
Limited Partnership Act, which would include an amount (not in excess of the
amount of the Limited Partner's returned contribution plus interest) which is
equal to the Limited Partner's proportionate share of such amount as may be
necessary to discharge any liability of the Fund to creditors who extended
credit or whose claims arose before such return was made and the Partnership
Agreement was amended to reflect such return, but only to the extent that the
assets of the Fund are not sufficient to discharge such liabilities. Each
Limited Partner, by becoming a Limited Partner, consents to pro rata
distributions to holders of shares, which may constitute in whole or in part
returns of contributions with respect to such shares.
MEETING PROCEDURES -- The Fund will not hold regular annual meetings. The
Fund will adhere to the requirements for meetings specified in the Investment
Company Act of 1940 or the Partnership Agreement. Notice of any meeting may
be made by mail upon not less than 10 nor more than 90 days' notice. The
Managing General Partners may determine who shall preside at meetings of the
Limited Partners.
Meetings of the Limited Partners may be called by the Managing
General Partners or upon the request of the holders of shares entitled to at
least 30% of all votes entitled to be cast at such meeting. Partners who are
holders of at least 10% of all outstanding shares shall have the power to
direct the Managing General Partners to call a meeting of Partners for the
purpose of voting on the removal of any Managing General Partner. Notice of a
meeting shall state the purpose or purposes for which the meeting is called.
Each share shall entitle the holder to one vote, except in the
election of Managing General Partners, at which each said vote may be cast
for as many persons as there are Managing General Partners to be elected.
Except for the election of Managing General Partners or for certain other
matters specified in the Partnership Agreement, a majority of votes cast at a
meeting at which a quorum is present shall be sufficient to take and
authorize action.
POWER OF ATTORNEY AND ADMISSION OF LIMITED PARTNERS -- A purchaser of shares
is subject to a Power of Attorney in the form set forth in this Prospectus
and in the Partnership Agreement. A purchaser, by the act of purchasing Fund
Page 30
shares, will be bound by the terms and conditions of the Partnership Agreement
and Power of Attorney even if he does not sign any of such documents. The
Power of Attorney may be used to add the purchaser as a Limited Partner and
for certain other purposes, including, without limitation, to authorize the
Managing General Partners to amend the Partnership Agreement in every respect
without the vote of the Limited Partners.
ASSIGNABILITY OF SHARES AND SUBSTITUTION OF LIMITED PARTNERS -- A Limited
Partner may assign his shares only in certain limited situations. A Limited
Partner may pledge his shares to a person as collateral, and if the holder
becomes the owner due to foreclosure or otherwise, the holder may receive
distributions and redeem his shares, but may not be substituted as a Limited
Partner unless such substitution is consented to by the Managing General
Partners and such holder executes a Power of Attorney. In the event of the
death, insanity or termination of existence of a Limited Partner, the
successor in interest of such Limited Partner, upon presentation of
satisfactory evidence, will be entitled to be substituted as a Limited
Partner with the consent of the Managing General Partners when such successor
executes a Power of Attorney. In both instances, the holder of shares will
not have the voting and other rights of a Limited Partner unless and until he
becomes a substituted Limited Partner. In both instances, if the successor in
interest has not taken the required action to become a substituted Limited
Partner within 90 days, the Fund may redeem involuntarily the shares so held
and remit the proceeds to such successor in interest.
TERM OF EXISTENCE -- DISSOLUTION -- The Fund will continue until December 31,
2025, but shall be dissolved before that date if and when: (1) the Fund
disposes of all, or substantially all, of its assets; (2) the Limited
Partners at a meeting called for that purpose determine that the Fund should
be dissolved; (3) the Managing General Partners determine by majority vote
that the Fund should be dissolved; (4) a Managing General Partner resigns, is
removed, dies, becomes bankrupt or incapacitated, or retires, unless the
remaining Managing General Partners elect to continue the business of the
Fund; (5) the Limited Partners, at a meeting called by the Non-Managing
General Partner, fail to elect a successor Managing General Partner if no
Managing General Partners remain; or (6) no General Partners remain, except
that within 90 days all Limited Partners may agree in writing to continue the
business of the Fund.
Except by requiring the Fund to redeem shares as described under "How
to Redeem Fund Shares," Limited Partners have no right to the return of any
part of their contribution from the Fund until dissolution of the Fund.
Distributions by the Fund, whether upon redemption, dissolution or otherwise,
will be in proportion to the number of shares held without regard to the
dollar amount contributed to the Fund or the amount of any profits of the
Fund received.
GENERAL INFORMATION
The Fund was organized as a limited partnership under the laws of the
State of Delaware on February 6, 1987, and commenced operations on March 27,
1987. On June 29, 1992, the Fund changed its name from Dreyfus Strategic
Aggressive Investing, L.P. to Dreyfus Strategic Growth, L.P.

From December 29, 1993 to December 31, 1994, Osprey Funds Management,
a Maryland Limited Partnership, served as the Fund's sub-investment adviser.
As of January 1, 1995, The Dreyfus Corporation, the Fund's investment
adviser, assumed the day-to-day management of the Fund's investments.

The Partnership Agreement provides that the Fund may admit an
unlimited number of Limited Partners. The Fund has nine Managing General
Partners who supervise the Fund's activities and review contracts with the
companies with which the Fund does business. Seven of these Managing General
Partners are "non-interested" persons, as defined in the Investment Company
Act of 1940. Dreyfus Partnership Management, Inc. acts as Non-Managing
General Partner of the Fund. As described under "Management of the Fund" in
the Fund's Statement of Additional Information, the Fund ordinarily will not
hold investor meetings; however, investors under certain circumstances may
have the right to call a meeting of investors for the purpose of voting to
remove Managing General Partners.

Page 31
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account. The Fund sends annual and
semi-annual financial statements to all its investors.

Investor inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561. In New York City, call 1-718-895-1206; outside the U.S. and
Canada, call 516-794-5452.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 32
POWER OF ATTORNEY
The following provisions are adopted by each investor, whether
or not such investor has executed an Account Application.
1. Adoption. Each investor (the "Investor") agrees to be bound
by all the terms and provisions of the Partnership Agreement of Dreyfus
Strategic Growth, L.P. (the "Fund"), as amended or restated from time to
time (hereinafter, as so amended and restated, the "Agreement").
2. Power of Attorney. The Investor appoints each General
Partner serving the Fund from time to time, with full power of
substitution, the Investor's attorney-in-fact with the power from time to
time to sign and deliver: (a) the Agreement; (b) any Certificate of Limited
Partnership, and amendments to any such Certificate of Limited Partnership;
(c) any amendment to the Agreement or any other document to reflect any
action of the Partners provided for in the Agreement whether or not such
Investor voted in favor of or otherwise consented to such action; and (d)
any other instrument, certificate or document, provided such instrument,
certificate or document is consistent with the terms of the Agreement as
then in effect.
Each Investor acknowledges and agrees that the terms of the
Agreement permit certain amendments of the Agreement to be effected and
certain other actions to be taken or omitted by or with respect to the
Fund, in each case with the approval of less than all the Partners,
provided that the holders of a specified percentage of limited partnership
interests (the "Shares") held by the Partners shall have voted in favor of
or otherwise consented to such action or the Managing General Partners have
so consented. Each Partner is fully aware that he and each other Partner
have granted this power of attorney, and that all Partners will rely on the
effectiveness of such powers with a view to the orderly administration of
the Fund's affairs.
The foregoing grant of authority (i) is a special power of
attorney coupled with an interest in favor of the General Partners and as
such shall be irrevocable and shall survive the death or insanity (or, in
the case of an Investor that is a corporation, association, partnership,
joint venture, trust or other entity, shall survive the merger, dissolution
or other termination of the existence) of the Investor, (ii) may be
exercised for the Investor by a facsimile signature of any General Partner
of the Fund or by listing all the Investors, including such Investor, or
stating that all Investors, while not specifically named, are executing any
instrument with a single signature or facsimile of any General Partner
acting as attorney-in-fact for all of them, and (iii) shall survive the
redemption by the Investor of all or any portion of his Shares.
The Investor irrevocably consents to the distribution to the
Investor and to any other holder of all or any part of the Investor's
contribution to the extent permitted under the terms of the Agreement.
Without limiting the foregoing, the Investor hereby confirms and adopts the
Power of Attorney contained in Section XIV of the Agreement.
3. Agent. Unless otherwise directed in writing by the Investor,
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, with full power of substitution, is designated as the
Investor's agent to receive all income and capital gains distributions on
Shares owned by the Investor and to invest such amounts in Shares of the
Fund, without charge, at the net asset value per Share.

Page 33

[This Page Intentionally Left Blank]

Strategic
Growth, L.P.

Prospectus

Registration Mark

Copy Rights 1995 Dreyfus Service Corporation
038p11050195

DREYFUS STRATEGIC GROWTH, L.P.
(limited partnership interests, the "shares")
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1995

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Strategic Growth, L.P. (the "Fund"), dated May 1, 1995, 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 the following numbers:

Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452

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

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

TABLE OF CONTENTS

Page

Investment Objective and Management Policies . . . . . . . . . . . . .B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . .B-11
Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . .B-15
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . . . . .B-17
Service Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-18
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . . . . .B-19
Investor Services. . . . . . . . . . . . . . . . . . . . . . . . . . .B-21
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . .B-23
Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-24
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . .B-25
Performance Information. . . . . . . . . . . . . . . . . . . . . . . .B-25
Custodian, Transfer and Distribution Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . . .B-26
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-27
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .B-31
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . .B-42
Partnership Agreement. . . . . . . . . . . . . . . . . . . . . . . . .B-43

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Management Policies

The Fund engages in the following investment practices in furtherance
of its objective.

Leverage Through Borrowing. The Fund may borrow for investment
purposes. The Investment Company Act of 1940, as amended (the "Act"),
requires the Fund to maintain continuous asset coverage (that is, total
assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed. If the 300% asset coverage should decline as
a result of market fluctuations or other reasons, the Fund may be required
to sell some of its portfolio holdings within three days to reduce the debt
and restore the 300% assets coverage, even though it may be disadvantageous
from an investment standpoint to sell securities at that time. The Fund
also may be required to maintain minimum average balances in connection
with such borrowing or to pay a commitment or other fee to maintain a line
of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate. To the extent the Fund enters
into a reverse repurchase agreement, the Fund will maintain in a segregated
custodial account cash, cash equivalents or U.S. Government securities or
other high quality liquid debt securities as least equal to the aggregate
amount of its reverse repurchase obligations, plus accrued interest, in
certain cases, in accordance with releases promulgated by the Securities
and Exchange Commission. The Securities and Exchange Commission views
reverse repurchase transactions as collateralized borrowings by the Fund.
These agreements, which are treated as if reestablished each day, are
expected to provide the Fund with a flexible borrowing tool.

Short-Selling. The Fund may engage in short-selling. Until the Fund
replaces a borrowed security in connection with a short sale, the Fund
will: (a) maintain daily a segregated account, containing cash or U.S.
Government securities, at such a level that (i) the amount deposited in the
account plus the amount deposited with the broker as collateral will equal
the current value of the security sold short and (ii) the amount deposited
in the segregated account plus the amount deposited with the broker as
collateral will not be less than the market value of the security at the
time it was sold short; or (b) otherwise cover its short position.

Options Transactions. The Fund may engage in options transactions,
such as purchasing or writing covered call or put options. In return for a
premium, the writer of a covered call option forfeits the right to any
appreciation in the value of the underlying security above the strike price
for the life of the option (or until a closing purchase transaction can be
effected). Nevertheless, the call writer retains the risk of a decline in
the price of the underlying security. The writer of a covered put option
accepts the risk of a decline in the price of the underlying security. The
size of the premiums that the Fund may receive may be adversely affected as
new or existing institutions, including other investment companies, engage
in or increase their option-writing activities.

Options written ordinarily will have expiration dates between one and
nine months from the date written. The exercise price of the options may
be below, equal to or above the market values of the underlying securities
at the time the options are written. In the case of call options, these
exercise prices are referred to as "in-the-money," "at-the-money" and
"out-of-the-money," respectively. The Fund may write (a) in-the-money call
options when the Manager expects that the price of the underlying security
will remain stable or decline moderately during the option period, (b)
at-the-money call options when the Manager expects that the price of the
underlying security will remain stable or advance moderately during the
option period and (c) out-of-the-money call options when the Manager
expects that the premiums received from writing the call option plus the
appreciation in market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. In these circumstances, if the market price of the
underlying security declines and the security is sold at this lower price,
the amount of any realized loss will be offset wholly or in part by the
premium received. Out-of-the-money, at-the-money and in-the-money put
options (the reverse of call options as to the relation of exercise price
to market price) may be utilized in the same market environments that such
call options are used in equivalent transactions.

So long as the Fund's obligation as the writer of an option continues,
the Fund may be assigned an exercise notice by the broker-dealer through
which the option was sold, requiring the Fund to deliver, in the case of a
call, or take delivery of, in the case of a put, the underlying security
against payment of the exercise price. This obligation terminates when the
option expires or the Fund effects a closing purchase transaction. The
Fund can no longer effect a closing purchase transaction with respect to an
option once it has been assigned an exercise notice.

An option position may be closed out only if a secondary market for an
option of the same series exists on a recognized national securities
exchange or in the over-the-counter market. Because of this fact and
current trading conditions, the Fund expects to purchase only call or put
options issued by the Options Clearing Corporation. The Fund expects to
write options on national securities exchanges and in the over-the-counter
market.

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

Stock Index Options. The Fund may purchase and write put and call
options on stock indices listed on national securities exchanges or traded
in the over-the-counter market. A stock index fluctuates with changes in
the market values of the stocks included in the index.

Options on stock indices are similar to options on stock except that
(a) the expiration cycles of stock index options are monthly, while those
of stock options are currently quarterly, and (b) the delivery requirements
are different. Instead of giving the right to take or make delivery of
stock at a specified price, an option on a stock index gives the holder the
right to receive a cash "exercise settlement amount" equal to (i) the
amount, if any, by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing
value of the underlying index on the date of exercise, multiplied by (ii) a
fixed "index multiplier." Receipt of this cash amount will depend upon the
closing level of the stock index upon which the option is based being
greater than, in the case of a call, or less than, in the case of a put,
the exercise price of the option. The amount of cash received will be
equal to such difference between the closing price of the index and the
exercise price of the option expressed in dollars times a specified
multiple. The writer of the option is obligated, in return for the premium
received, to make delivery of this amount. The writer may offset its
position in stock index options prior to expiration by entering into a
closing transaction on an exchange or it may let the option expire
unexercised.

Futures Contracts and Options on Futures Contracts. Upon exercise of
an option, the writer of the option delivers to the holder of the option
the futures position and the accumulated balance in the writer's futures
margin account, which represents the amount by which the market price of
the futures contract exceeds, in the case of a call, or is less than, in
the case of a put, the exercise price of the option on the futures
contract. The potential loss related to the purchase of an option on a
futures contract is limited to the premium paid for the option (plus
transaction costs). Because the value of the option is fixed at the time
of sale, there are no daily cash payments to reflect changes in the value
of the underlying contract; however, the value of the option does change
daily and that change would be reflected in the net asset value of the
Fund.

Foreign Currency Transactions. The Fund may purchase and sell
currencies in the normal course of managing its investments either on a
spot (i.e., cash) basis at the rate prevailing in the currency exchange
market, through entering into forward contracts to purchase or sell
currencies or through transactions on a future exchange. Foreign exchange
transactions are entered into at prices quoted by dealers, which may
include a mark-up over the price the dealer must pay for the currency.

Forward currency exchange contracts are agreements to exchange one
currency for another at a future date. The date, the amount of the
currency to be exchanged and the price at which the exchange will take
place will be negotiated and fixed for the term of the contract at the time
the Fund enters into the contract. Forward currency exchange contracts
generally are traded in an interbank market conducted directly between
currency traders (typically commercial banks or other financial
institutions) and their customers, have no deposit requirements and are
consummated without payment of any commissions. However, the Fund may
enter into forward currency exchange contracts containing either or both
deposit requirements and commissions.

Upon maturity of a forward currency exchange contract, the Fund may
(1) pay for and receive the underlying currency, (2) negotiate with the
dealer to roll over the contract into a new forward currency exchange
contract with a new future settlement date, or (3) negotiate with the
dealer to terminate the forward contract by entering into an offset with
the currency trader whereby the Fund pays or receives the difference
between the exchange rate fixed in the contract and the then-current
exchange rate. The Fund also may be able to negotiate such an offset prior
to maturity of the original forward contract. There can be no assurance
that new forward contracts or offsets always will be available to the Fund.

The Fund also may combine forward currency exchange contracts with
investments in securities denominated in other currencies. For example,
the Fund could purchase a security and at the same time enter into a
forward currency exchange contract to fix the foreign currency value of the
security and, in so doing, seek to attain an overall investment return from
the combined position similar to the return from purchasing a security
denominated in the currency purchased. If the Fund enters into such
transactions, it will deposit, if required by applicable regulations, with
its custodian or sub-custodian cash or readily marketable securities in a
segregated account of the Fund in an amount equal to the value of the
Fund's total assets committed to the consummation of the forward contract.
If the value of the securities placed in the segregated account declines,
additional cash or securities will be placed in the account so that the
value of the account will equal the amount of the Fund's commitment with
respect to the contract.

The cost to the Fund of engaging in currency transactions varies with
factors such as the currency involved, the length of the contract period
and the market conditions then prevailing. Because transactions in
currency exchange are usually conducted on a principal basis, no fees or
commissions are involved. The use of forward currency exchange contracts
does not eliminate fluctuations in the underlying prices of the securities,
but it does establish a rate of exchange that can be achieved in the
future. If a devaluation is generally anticipated, the Fund may not be
able to contract to sell the currency at a price above the devaluation
level it anticipates.

The Commodity Futures Trading Commission has indicated that it may
assert jurisdiction over certain types of forward contracts in foreign
currencies and attempt to prohibit certain entities from engaging in such
foreign currency exchange transactions. In the event that such prohibition
included the Fund, the Fund would cease trading such contracts. Cessation
of trading might adversely affect the performance of the Fund.

Lending Portfolio Securities. To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned. By lending its portfolio securities, the Fund
can increase its income through the investment of the cash collateral. For
the purposes of this policy, the Fund considers collateral consisting of
U.S. Government securities or irrevocable letters of credit issued by banks
whose securities meet the standards for investment by the Fund to be the
equivalent of cash. From time to time, the Fund may return to the borrower
or a third party which is unaffiliated with the Fund, and which is acting
as a "placing broker," a part of the interest earned from the investment of
collateral received for securities loaned. Such loans may not exceed 33 1/3%
of the value of the Fund's total assets.

The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value of
the securities rises above the level of such collateral; (3) the Fund must
be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Managing General Partners
must terminate the loan and regain the right to vote the securities if a
material event adversely affecting the investment occurs. These conditions
may be subject to future modification.

Portfolio Securities. The Fund invests principally in common stocks
of domestic issuers, as well as securities of foreign companies and foreign
governments. Investments also may be made in debt securities, which must
be rated at least Caa by Moody's Investors Service, Inc. ("Moody's") or CCC
by Standard & Poor's Corporation ("S&P") or, if unrated, deemed to be of
comparable quality by the Manager.

Illiquid Securities. When purchasing securities that have not been
registered under the Securities Act of 1933, as amended, and are not
readily marketable, the Fund will endeavor to obtain the right to
registration at the expense of the issuer. Generally, there will be a
lapse of time between the Fund's decision to sell any such security and
the registration of the security permitting sale. During any such period,
the price of the securities will be subject to market fluctuations.
However, if a substantial market of qualified institutional buyers develops
pursuant to Rule 144A under the Securities Act of 1933, as amended, for
certain unregistered securities held by the Fund, the Fund intends to treat
such securities as liquid securities in accordance with procedures approved
by the Fund's Managing General Partners. Because it is not possible to
predict with assurance how the market for restricted securities pursuant to
Rule 144A will develop, the Fund's Managing General Partners has directed
the Manager to monitor carefully the Fund's investment in such securities
with particular regard to trading activity,availability of reliable price
information and other relevant information. To the extent that, for a
period of time, qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, the Fund's investing in such securities
may have the effect of increasing the level of liquidity in the Fund's
portfolio during such period.

Repurchase Agreements. The Fund's custodian or subcustodian will have
custody of, and will hold in a segregated account, securities acquired by
the Fund under a repurchase agreement. Repurchase agreements are
considered by the staff of the Securities and Exchange Commission to be
loans by the Fund. In an attempt to reduce the risk of incurring a loss on
a repurchase agreement, the Fund will enter into repurchase agreements only
with domestic banks with total assets in excess of one billion dollars or
primary government securities dealers reporting to the Federal Reserve Bank
of New York, with respect to securities of the type in which the Fund may
invest, and will require that additional securities be deposited with it if
the value of the securities purchased should decrease below resale price.
The Manager will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price. The Fund
will consider on an ongoing basis the creditworthiness of the institutions,
with which it enters into repurchase agreements.

Zero Coupon Securities. The Fund may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that have been
stripped of their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped debt
obligations and coupons. The Fund also may invest in zero coupon
securities issued by corporations and financial institutions which
constitute a proportionate ownership of the issuer's pool of underlying
U.S. Treasury securities. A zero coupon security pays no interest to its
holder during its life and is sold at a discount to its face value at
maturity. The amount of the discount fluctuates with the market price of
the security. 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.

Risk Factors

Lower Rated Securities. The Fund is permitted to invest in securities
rated below Baa by Moody's and below BBB by S&P and as low as Caa by
Moody's or CCC by S&P. Such bonds, though higher yielding, are
characterized by risk. See "Description of the Fund--Risk Factors--Lower
Rated Securities" in the Prospectus for a discussion of certain risks and
"Appendix" for a general description for Moody's and S&P ratings. Although
ratings may be useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of these securities.
The Fund will rely on the Manager's judgment, analysis and experience in
evaluating the creditworthiness of an issuer. In this evaluation, the
Manager will take into consideration, among other things, the issuer's
financial resources, its sensitivity to economic conditions and trends, its
operating history, the quality of the issuer's management and regulatory
matters. It also is possible that a rating agency might not timely change
the rating on a particular issue to reflect subsequent events. Once the
rating of a security in the Fund's portfolio has been changed, the Manager
will consider all circumstances deemed relevant in determining whether the
Fund should continue to hold the security.

Investors should be aware that the market values of many of these
securities tend to be more sensitive to economic conditions than are higher
rated securities and will fluctuate over time. These securities are
considered by S&P and Moody's, on balance, as 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.

Companies that issue certain of these securities often are highly
leveraged and may not have available to them more traditional methods of
financing. Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with the higher rated
securities. For example, during an economic downturn or a sustained period
of rising interest rates, highly leveraged issuers of these securities may
not have sufficient revenues to meet their interest payment obligations.
The issuer's ability to service its debt obligations also may be affected
adversely by specific corporate developments, forecasts, or the
unavailability of additional financing. The risk of loss because of
default by the issuer is significantly greater for the holders of these
securities because such securities generally are unsecured and often are
subordinated to other creditors of the issuer.

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

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

The Fund may acquire these securities 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 Advisers will review carefully the credit and other
characteristics pertinent to such new issues.

Lower rated zero coupon securities and pay-in-kind bonds involve
special considerations. The credit risk factors pertaining to lower rated
securities also apply to lower rated zero coupon securities and pay-in-kind
bonds. Such zero coupon securities, pay-in-kind or delayed interest bonds
carry an additional risk in that, unlike bonds which pay interest
throughout the period to maturity, the Fund will realize no cash until the
cash payment date unless a portion of such securities are sold and, if the
issuer defaults, the Fund may obtain no return at all on its investment.

Investment Restrictions

The Fund has adopted investment restrictions numbered 1 through 8 as
fundamental policies. These restrictions cannot be changed without
approval by the holders of a majority (as defined in the Act) of the Fund's
outstanding voting shares. Investment restrictions numbered 9 through 16
are not fundamental policies and may be changed by a vote of a majority of
the Managing General Partners at any time. The Fund may not:

1. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), provided that, when the
Fund has adopted a temporary defensive posture, there shall be no
limitation on the purchase of obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

2. Invest in commodities, except that the Fund may purchase and sell
futures contracts, including those relating to indices, and options
on futures contracts or indices.

3. Purchase, hold or deal in real estate, or oil and gas interests, but
the Fund may purchase and sell securities that are secured by real
estate and may purchase and sell securities issued by companies that
invest or deal in real estate.

4. Borrow money, except to the extent permitted under the Act (which
currently limits borrowings to no more than 33 1/3% of the value of the
Fund's total assets). For purposes of this Investment Restriction,
the entry into options, forward contracts, futures contracts,
including those relating to indices, and options on futures
contracts or indices shall not constitute borrowing.

5. Make loans to others, except through the purchase of debt
obligations or the entry into repurchase agreements. However, the
Fund may lend its portfolio securities in an amount not to exceed
33 1/3% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the
Securities and Exchange Commission and the Fund's Managing General
Partners.

6. Act as an underwriter of securities of other issuers except to the
extent the Fund may be deemed an underwriter under the Securities
Act of 1933, as amended, by virtue of disposing of portfolio
securities.

7. Issue any senior security (as such term is determined in Section
18(f) of the Act), except to the extent the activities permitted in
Investment Restriction Nos. 2, 4, 11 and 12 may be deemed to give
rise to a senior security.

8. Purchase securities on margin, but the Fund may make margin deposits
in connection with transactions in options, forward contracts,
futures contracts, including those relating to indices, and options
on futures contracts or indices.

9. Purchase securities of any company having less than three years'
continuous operation (including operations of any predecessor) if
such purchase would cause the value of the Fund's investments in all
such companies to exceed 5% of the value of its total assets.

10. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it
owns in its portfolio as a shareholder in accordance with its
views.

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related
to the deposit of assets in escrow in connection with portfolio
transactions, such as in connection with writing covered options and
the purchase of securities on a when-issued or delayed-delivery
basis and collateral and initial or variation margin arrangements
with respect to options, futures contracts, including those relating
to indices, and options on futures contracts or indices.

12. Purchase, sell or write puts, calls or combinations thereof, except
as described in the Fund's Prospectus and this Statement of
Additional Information.

13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are
illiquid, if, in the aggregate, more than 15% of the value of the
Fund's net assets would be so invested.

14. Invest in securities of other investment companies except to the
extent permitted under the Act.

15. Purchase or retain the securities of any issuer if the officers or
Managing General Partners of the Fund or the officers or directors
of the Manager individually own beneficially more than 1/2 of 1% of
the securities of such issuer or together own beneficially more than
5% of the securities of such issuer.

16. Purchase warrants in excess of 5% of its net assets; however, no
more than 2% of the value of the Fund's net assets may be invested
in warrants which are not listed on the New York or American Stock
Exchange. For purposes of this restriction, such warrants shall be
valued at the lower of cost or market, except that warrants acquired
by the Fund in units or attached to securities shall not be included
within this 5% restriction.

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

While not fundamental policies, the Fund has undertaken to comply with
the following limitations for the purpose of registering the Fund's shares
for sale in certain states. The Fund will: (a) not invest in oil, gas and
other mineral leases, (b) not invest in real estate limited partnerships,
and (c) consider as not readily marketable the securities of foreign
issuers which are not listed on a recognized domestic or foreign exchange
and for which a bona fide market does not exist at the time of purchase or
subsequent valuation.

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

MANAGEMENT OF THE FUND

Managing General Partners and officers of the Fund, together with
information as to their principal business occupations during at least the
last five years, are shown below. Each Managing General Partner who is
deemed to be an "interested person" of the Fund, as defined in the Act, is
indicated by an asterisk.

Managing General Partners

GORDON J. DAVIS, Managing General Partner. Since October 1994, Mr. Davis has
been a senior partner with the law firm of LeBoeuf, Lamb, Greene &
MacRae. From 1983 to September 1994, Mr. Davis was a senior partner with
the law firm of Lord Day & Lord, Barrett Smith. Former Commissioner of
Parks and Recreation for the City of New York from 1978-1983. He is also
a Director of Consolidated Edison, a utility company, and Phoenix Home
Life Insurance Company and a member of various other corporate and not-
for-profit boards. Mr. Davis is also a Board member of 25 other funds
in the Dreyfus Family of Funds. He is 53 years old and his address is
241 Central Park West, New York, New York 10024.

*JOSEPH S. DiMARTINO. Chairman of the Board. Since January 1995, Mr.
DiMartino has served as Chairman of the Board of various funds in the
Dreyfus Family of Funds. For more than five years prior thereto, he was
President, a director and, until August 1994, Chief Operating Officer of
Dreyfus and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus 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 also a director and
former Treasurer of the Muscular Dystrophy Association; a trustee of
Bucknell University; Chairman of the Board of Directors of the Noel
Group, Inc.; a director of HealthPlan Corporation; a director of Belding
Heminway Company, Inc.; and a director of Curtis Industries, Inc. Mr.
DiMartino also is a Board member of 93 other funds in the Dreyfus Family
of Funds. He is 51 years old and his address is 200 Park Avenue, new
York, New York 10166.

*DAVID P. FELDMAN, Managing General Partner. Chairman and Chief Executive
Officer of AT&T Investment Management Corporation. He is also a Trustee
of Corporate Property Investors, a real estate investment company. Mr.
Feldman is also a Board member of 27 other funds in the Dreyfus Family
of Funds. He is also a Board member of other funds in the Dreyfus Family
of Funds. He is 55 years old and his address is One Oak Way, Berkeley
Heights, New Jersey 07922.

LYNN MARTIN, Managing General Partner. Holder of the Davee Chair at the J.L.
Kellogg Graduate School of Management, Northwestern University. During
the Spring Semester 1993, Ms. Martin was a Visiting Fellow at the
Institute of Policy, Kennedy School of Government, Harvard University.
Ms. Martin is also a consultant to the international accounting firm of
Deloitte & Touche, and chairwoman of its Council on the Advancement of
Women and a director of Ryder Systems Incorporated, a transportation
company. From January 1991 through January 1993, she served as Secretary
of the United States Department of Labor. From 1981 to 1991, she was
United States Congresswoman for the State of Illinois. Ms. Martin also
is a director of Harcourt General Corporation, a publishing, insurance,
and retailing company, Ameritech Corporation, a telecommunications and
information company, and Ryder Systems, Incorporated, a transportation
company. Ms. Martin is also a Board member of 11 other funds in the
Dreyfus Family of Funds. She is 55 years old and her address is 3750
Lake Shore Drive, Chicago, Illinois 60613.

EUGENE McCARTHY, Managing General Partner. Writer and columnist; former
Senator from Minnesota from 1958-1970. He is also a director of Harcourt
Brace Jovanovich, Inc., publishers. Mr. McCarthy is also a Board member
of 11 other funds in the Dreyfus Family of Funds. He is 78 years old and
his address is 271 Hawlin Road Woodville, Virginia 22749.

DANIEL ROSE, Managing General Partner. President and Chief Executive Officer
of Rose Associates, Inc., a New York based real estate development and
management firm. In July 1994, Mr. Rose received a Presidential
appointment to serve as a Director of the Baltic-American Enterprise
Fund, which will make equity investments and loans, and provide technical
business assistance to new business concerns in the Baltic states. He is
also Chairman of the Housing Committee of The Real Estate Board of New
York, Inc., and a trustee of Corporate Property Investors, a real estate
investment company. Mr. Rose is also a Board member of 21 other funds
in the Dreyfus Family of Funds. He is 65 years old and his address is
c/o Rose Associates, Inc., 380 Madison Avenue, New York, New York 10017.

SANDER VANOCUR, Managing General Partner. Since January 1992, President of
Old Owl Communications, a full-service communications firm, and since
November 1989, he has served as a Director of the Damon Runyon-Walter
Winchell Cancer Research Fund. From June 1986 to December 1991, he was
a Senior Correspondent of ABC News and, from October 1986 to December
1991, he was Anchor of the ABC News program "Business World," a weekly
business program on the ABC television network. Mr. Vanocur joined ABC
News in 1977. Mr. Vanocur is also a Board member of 21 other funds in
the Dreyfus Family of Funds. He is 67 years old and his address is 2928
P Street, N.W., Washington, D.C. 20007.

ANNE WEXLER, Managing General Partner. Chairman of the Wexler Group,
consultants specializing in government relations and public affairs. She
is also a director of American Cyanamid Company, Alumax, The Continental
Corporation, Comcast Corporation, The New England Electric System, NOVA
and a member of the board of the Carter Center of Emory University, the
Council of Foreign Relations, the National Parks Foundation, the Visiting
Committee of the John F. Kennedy School of Government at Harvard
University and the Board of Visitors of the University of Maryland School
of Public Affairs. Ms. Wexler is also a Board member of 16 other funds
in the Dreyfus Family of Funds. She is 65 years old and her address is
c/o The Wexler Group, 1317 F Street, Suite 600, N.W., Washington, D.C.
20004.

REX WILDER, Managing General Partner. Financial Consultant. Mr. Wilder is
also a Board member of 11 other funds in the Dreyfus Family of Funds.
He is 74 years old and his address is 290 Riverside Drive, New York, New
York 10025.

The Managing General Partners, with the exception of Joseph S. DiMartino and
Anne Wexler, were elected at a meeting of Partners held on August 3, 1994.
No further meetings of Partners of the Fund will be held for the purpose of
electing Managing General Partners unless and until such time as less than a
majority of the Managing General Partners holding office have been elected by
investors, at which time the Managing General Partners then in office will
call a meeting of Partners for the election of Managing General Partners.
Under the Act, investors of record of not less than two-thirds of the
outstanding shares of the Fund may remove a Managing General Partner through
a declaration in writing or by vote cast in person or by proxy at a meeting
called for that purpose. The Managing General Partners are required to call
a meeting of Partners for the purpose of voting upon the question of removal
of any such Managing General Partner when requested in writing to do so by the
investors of record of not less than 10% of the Fund's outstanding shares.

For so long as the Fund's plan described in the section captioned "Service
Plan" remains in effect, the Managing General Partners of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be selected and
nominated by the Managing General Partners who are not "interested persons"
of the Fund.

The Fund typically pays its Managing General Partners 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. For the fiscal year
ended December 31, 1994, the aggregate amount of compensation paid to each
Managing General Partner by the Fund and by all other funds in the Dreyfus
Family of Funds for which such person is a Board member were as follows:

(3) (5)
Pension or (4) Total Compensation
(1) (2) Retirement Benefits Estimated Annual from Fund and Fund
Name of Board Aggregate Compensation Accrued as Part of Benefits Upon Complex Paid to
Member from Fund* Fund's Expenses Retirement Board Member
- -------------- ---------------------- ------------------- ----------------- ------------------
<S> <C> <C> <C> <C>

Gordon J. Davis $3,500 none none $29,602

Joseph S. DiMartino** $4,375 none none $445,000

David P. Feldman $3,250 none none $85,631

Lynn Martin $3,250 none none $26,852

Eugene McCarthy $3,500 none none $29,403

Daniel Rose $3,250 none none $62,006

Sander Vanocur $3,500 none none $62,006

Anne Wexler $1,181 none none $26,329

Rex Wilder $3,500 none none $29,403
___________________________
* Amount does not include reimbursed expenses for attending Board meetings, which amounted to $602 for all Managing
General Partners as a group.
** Estimated amounts for the current fiscal year ending December 31, 1995.
</TABLE>

Officers of the Fund

MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer of the Distributor and an officer of other investment
companies advised or administered by the Manager. From December 1991
to July 1994, she was President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The Boston Company,
Inc. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc. She is 37 years old.

JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray, and prior to August 1990, he was employed
as an Associate at Sidley & Austin. He is 30 years old.

ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From September 1992
to August 1994, he was an attorney with the Board of Governors of the
Federal Reserve System. He is 30 years old.

FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to August
1994, he was Manager of the High Performance Fabric Division of
Springs Industries Inc. He is 33 years old.

JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor 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 32 years old.

JOHN J. PYBURN, Assistant Treasurer. Vice President of the Distributor and
an officer of other investment companies advised or administered by
the Manager. From 1984 to July 1994, he was Assistant Vice President
in the Mutual Fund Accounting Department of the Manager. He is 59
years old.

PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From January 1992 to July 1994, he was a
Senior Legal Product Manager and, from January 1990 to January 1992, a
mutual fund accountant, for The Boston Company Advisors, Inc. He is
28 years old.

RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts.

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

Dreyfus Partnership Management, Inc., the Fund's Non-Managing General
Partner, and the Fund's Managing General Partners and officers, as a group,
owned more than 1%, but less than 5%, of the Fund's shares outstanding on
February 8, 1995. Marshall & Ilsley Trust Company, 1000 North Water
Street, 12th Floor, Milwaukee, Wisconsin 53202-3197, owned 6.7% of the
Fund's shares outstanding on February 8, 1995.

MANAGEMENT AGREEMENT

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

The Manager provides management services pursuant to the Management
Agreement (the "Management Agreement") dated August 24, 1994 between the
Manager and the Fund. Previously, the Manager supervised the investment
management of the Fund's portfolio pursuant to a Management Agreement dated
December 29, 1993, as amended August 24, 1994, between the Manager and the
Fund. The Management Agreement is subject to annual approval by (i) the
Fund's Managing General Partners or (ii) vote of a majority (as defined in
the Act) of the Fund's outstanding voting securities, provided that in
either event its continuance also is approved by a majority of the Fund's
Managing General Partners who are not "interested persons" (as defined in
the 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 Managing General
Partners, including a majority of the Managing General Partners who are not
"interested persons" of any party to the Management Agreement, last
approved the Management Agreement at a meeting held on November 7, 1994.
Investors approved the Management Agreement on August 3, 1994. The
Management Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Managing General Partners or by vote of the holders of a
majority of the Fund's shares, or, on not less than 90 days' notice, by the
Manager. The Management Agreement will terminate automatically in the
event of its assignment (as defined in the Act).

The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Robert E. Riley, President, Chief
Operating Officer and a director; Lawrence S. Kash, Vice Chairman--
Distribution and a director; Philip L. Toia, Vice Chairman--Operations and
Administration; Paul H. Snyder, Vice President and Chief Financial Officer;
Daniel C. Maclean, Vice President and General Counsel; Barbara E. Casey,
Vice President--Retirement Services; Henry D. Gottmann, Vice President--
Fund Legal and Compliance; Jeffrey N. Nachman, Vice President--Mutual Fund
Accounting; Diane M. Coffey, Vice President--Corporate Communications;
Katherine C. Wickham, Vice President--Human Resources; William F. Glavin,
Jr., Vice President--Product Management; Andrew S. Wasser, Vice President--
Information Services; Maurice Bendrihem, Controller; Elvira Oslapas,
Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet, Alvin E.
Friedman, Lawrence M. Greene, Julian M. Smerling and David B. Truman,
directors.

The Manager manages the Fund's portfolio of investment in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Managing General Partners. The Manager is responsible for investment
decisions, and provides the Fund with portfolio managers who are authorized
by the Managing General Partners to execute purchases and sales of
securities. The Fund's portfolio managers are Howard Stein and Wolodymyr
Wronskyj. The Manager also maintains research department with a
professional staff of portfolio managers and securities analysts who
provide research services for the Fund as well as for other funds advised
by the Manager. All purchases and sales are reported for the Managing
General Partners' review at the meeting subsequent to such transactions.

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

All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager. The
expenses borne by the Fund include: taxes, interest, loan commitment fees,
dividends and interest paid on securities sold short, brokerage fees and
commissions, if any, fees of Managing General Partners who are not
officers, directors, employees or holders of 5% or more of the outstanding
voting securities of the Manager or its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and distribution 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, and personnel expenses), costs of preparing, printing
and distributing certain prospectuses and statements of additional
information, costs of investors' reports and meetings, costs of
implementing and operating the Fund's Service Plan and any extraordinary
expenses.

Under the Management Agreement, the Fund has agreed to pay the Manager
a monthly management fee at the annual rate of .75 of 1% of the value of
the Fund's average daily net assets. The management fees payable by the
Fund for the fiscal years ended December 31, 1992, 1993 and 1994 were
$396,412, $322,015 and $556,411, respectively. For the fiscal years 1992
and 1993, these fees were reduced by $34,768 and $27,775, respectively, as
a result of the expense limitation provisions of the Management Agreement
and undertakings by the Manager, resulting in net management fees paid of
$361,644 in fiscal 1992 and $294,240 in fiscal 1993.

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

PURCHASE OF FUND SHARES

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

The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and
for certain other investment companies.

Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer purchase orders
may be made between the hours of 8:00 A.M. and 4:00 P.M., New York time, on
any business day that The Shareholder Services Group, Inc., the Fund's
transfer and distribution disbursing agent (the "Transfer Agent"), and the
New York Stock Exchange are open. Such purchases will be credited to the
investor's Fund account on the next bank business day. To qualify to use
Dreyfus TeleTransfer, the payment for purchase of Fund shares must be drawn
on, and redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services Form on file.
If the proceeds of a particular redemption are to be wired to an account at
any other bank, the request must be in writing and signature-guaranteed.
See "Redemption of Fund Shares--Dreyfus TeleTransfer Privilege."

Sales Loads. The schedule of sales loads applies to purchases made by
any "purchaser," which term includes an individual and/or spouse purchasing
securities for his, her or their own account or for the account of any
minor children, or a trustee or other fiduciary purchasing securities for a
single trust estate or a single fiduciary account (including a pension,
profit-sharing, or other employee benefit trust created pursuant to a plan
qualified under Section 401 of the Internal Revenue Code of 1986, as
amended (the "Code")) although more than one beneficiary is involved; or a
group of accounts established by or on behalf of the employees of an
employer or affiliated employers pursuant to an employee benefit plan or
other program (including accounts established pursuant to Sections 403(b),
408(k) and 457 of the Code); or an organized group which has been in
existence for more than six months, provided that it is not organized for
the purpose of buying redeemable securities of a registered investment
company and provided that the purchases are made through a central
Administration or a single dealer, or by other means which result in
economy of sales effort or expense.

Offering Price. The method of computing the offering price for
individual sales aggregating less than $100,000, based upon the price in
effect at the close of business on December 31, 1994 is as follows:

NET ASSET VALUE and redemption price per share $39.37
Sales load, 3.0% of offering price
(approximately 3.1% of net asset value per share) 1.22
-------
Offering price to public $40.59
=======

SERVICE PLAN

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

Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 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 Managing General
Partners have adopted such a plan (the "Plan"), pursuant to which the Fund
(a) reimburses the Distributor for payments to certain financial
institutions (which may include banks), securities dealers and other
financial industry professionals (collectively, "Service Agents") for
distributing the Fund's shares and servicing investor accounts
("Servicing") and (b) pays the Manager, Dreyfus Service Corporation and any
affiliate of either of them (collectively, "Dreyfus") for advertising and
marketing relating to the Fund and for Servicing. The Fund's Managing
General Partners believe that there is a reasonable likelihood that the
Plan will benefit the Fund and its investors. In some states, banks or
other financial institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.

A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Managing General Partners for their review. In addition, the Plan provides
that it may not be amended to increase materially the costs which the Fund
may bear for distribution pursuant to the Plan without investor approval
and that other material amendments of the Plan must be approved by the
Managing General Partners, and by the Managing General Partners who are not
"interested persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of the Plan or in the
related service agreements, by vote cast in person at a meeting called for
the purpose of considering such amendments. The Plan and the related
service agreements are subject to annual approval by such vote of the
Managing General Partners cast in person at a meeting called for the
purpose of voting on the Plan. The Plan was so last approved by the
Managing General Partners on November 7, 1994. Investors approved the Plan
on August 3, 1994. The Plan may be terminated at any time by vote of a
majority of the Managing General Partners who are not "interested persons"
and have no direct or indirect financial interest in the operation of the
Plan or in any of the related service agreements or by vote of a majority
of the Fund's shares. Any service agreement may be terminated without
penalty, at any time, by such vote of the Managing General Partners or,
upon not more than 60 days' written notice to the Service Agent, by vote of
the holders of a majority of the Fund's shares or, upon 15 days' written
notice, by the Distributor. Each service agreement will terminate
automatically in the event of its assignment (as defined in the Act).

Under the Plan, for the period August 24, 1994 through December 31,
1994, the total amount payable by the Fund was $97,988, of which $72,106
was payable to Dreyfus for advertising and marketing the Fund's shares and
Servicing, and $16,734 was reimbursed to the Distributor for payments made
to Service Agents. In addition, the Fund paid $9,148 for preparing,
printing and distributing prospectuses and statements of additional
information and for costs associated with implementing and operating the
Plan.

Prior Service Plan. As of August 24, 1994, the Fund terminated its
then existing service plan, which provided for payments to be made to
Dreyfus Service Corporation, the Fund's distributor prior to such date, for
advertising, marketing and distributing the Fund's shares and for servicing
investors accounts at an annual rate of .25 of 1% of the value of the
Fund's total assets. For the period from January 1, 1994 through August
23, 1994, the total amount charged to the Fund under such plan was
$106,446, of which $96,631 was charged for advertising, marketing and
distributing Fund shares and servicing the Fund investors and $9,815 was
payable by the Fund for preparing, printing and distributing prospectuses
and statements of additional information and operating the plan. Dreyfus
Service Corporation paid $11,724 of this amount to Service Agents.

REDEMPTION OF FUND SHARES

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

Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the next business day after receipt if the Transfer Agent
receives the redemption request in proper form. Redemption proceeds will
be transferred by Federal Reserve wire only to the commercial bank account
specified by the investor on the Account Application or Shareholder
Services Form. Redemption proceeds, if wired, must be in the amount of
$1,000 or more and will be wired to the investor's account at the bank of
record designated in the investor's file at the Transfer Agent, if the
investor's bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. Fees ordinarily
are imposed by such bank and usually are borne by the investor. Immediate
notification by the correspondent bank to the investor's bank is necessary
to avoid a delay in crediting the funds to the investor's bank account.

Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:

Transfer Agent's
Transmittal Code Answer Back Sign
------------------ ------------------
144295 144295 TSSG PREP

Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and should also inform the operator of
the Transfer Agent's answer back sign.

To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

Dreyfus TeleTransfer Privilege. Investors should be aware that if
they have also selected the Dreyfus TeleTransfer Privilege, any request for
a wire redemption will be effected as a TeleTransfer transaction through
the Automated Clearing House ("ACH") system unless more prompt transmittal
specifically is requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business days after
receipt of the redemption request. See "Purchase of Fund 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 investor, 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. For more information with respect
to signature-guarantees, please call one of the telephone numbers listed on
the cover.

Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any investor of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Managing General Partners reserve the right to make payments in
whole or part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing investors. In such event, the
securities would be valued in the same manner as the Fund's portfolio is
valued. If the recipient sold such securities, brokerage charges would be
incurred.

Suspension of Redemption. 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 investors.

INVESTOR SERVICES

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

Fund Exchanges. Shares of 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 that 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"), provided that, if the sales load applicable
to the Offered Shares exceeds the maximum sales load that could
have been imposed in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without giving effect
to any reduced loads, the difference will be deducted.

To accomplish an exchange under item D above, investors must notify
the Transfer Agent of their prior ownership of fund shares and their
account number.

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

To establish a Personal Retirement Plan by exchange, shares of the
fund being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made.
For Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under Simplified
Employee Pension Plans ("SEP-IRAs") with only one participant, the minimum
initial investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least a $2,500 investment
among the funds in the Dreyfus Family of Funds. To exchange shares held in
Personal Retirement Plans, the shares exchanged must have a current value
of at least $100.

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

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

Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges service or
the Dreyfus Auto-Exchange Privilege may be modified or terminated at any
time upon notice to investors.

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

Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest on the payment date their distributions from net investment income
or distributions from net investment income and net realized securities
gains, if any, to the extent such are paid by the Fund, in shares of
another fund in the Dreyfus Family of Funds of which the investor is a
shareholder. Shares of other funds purchased pursuant to the privilege
will be purchased on the basis of relative net asset value per share, as
follows:

A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds that
are offered without a sales load.

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

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

D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.

DETERMINATION OF NET ASSET VALUE

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

Valuation of Portfolio Securities. Portfolio securities, including
covered call options written by the Fund, are valued at the last sale price
on the securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except in the case of open short positions where the asked price is
used for valuation purposes. Bid price is used when no asked price is
available. Market quotations for foreign securities in foreign currencies
are translated into U.S. dollars at the prevailing rates of exchange. Any
securities or other assets for which recent market quotations are not
readily available are valued at fair value as determined in good faith or
in accordance with procedures established by the Managing General Partners.
Expenses and fees, including the management fee and fees pursuant to the
Service Plan, are accrued daily and taken into account for the purpose of
determining the net asset value of Fund shares. Because of the need to
obtain prices as of the close of trading on various exchanges throughout
the world, the calculation of net asset value may not take place
contemporaneously with the determination of prices of some portfolio
securities.

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

TAX MATTERS

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

For Federal income tax purposes, an investor's share of interest
earned and dividend income received by the Fund as well as net short-term
securities gains realized by the Fund, if any, is taxable as ordinary
income and short-term capital gains, respectively. An investor's share of
net long-term securities gains realized by the Fund, if any, is taxable as
long-term capital gains regardless of the length of time an investor has
held its shares. The Fund's net income will be treated as "portfolio
income" for purposes of the passive activity loss rules.

Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of the gain
or loss from the disposition of non-U.S. dollar denominated securities
(including debt instruments, certain financial forward, futures and option
contracts, and certain preferred stock) may be treated as ordinary income
or loss under Section 988 of the Code. In addition, all or a portion of
the gain realized from the disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Code.
Finally, all or a portion of the gain realized from engaging in "conversion
transactions" may be treated as ordinary income under Section 1258 of the
Code. "Conversion transactions" are defined to include certain forward,
futures, option and straddle transactions, transactions marketed or sold to
produce capital gains, or transactions described in Treasury regulations to
be issued in the future.

An investor generally may deduct its allocable portion of net capital
losses realized by the Fund to the extent that such losses do not exceed
the adjusted basis of its Fund shares, subject to the limitation applicable
to the deduction of capital losses. The adjusted basis of an investor's
Fund shares generally is the purchase price, increased by the amount of its
distributive share of items of Fund income and gain, and reduced, but not
below zero, by (i) an investor's distributive share of items of Fund loss,
and (ii) the amount of any cash distributions. Cash distributions in
excess of an investor's adjusted basis generally will result in the
recognition of capital gain in the amount of such excess.

Interest or dividend income paid or earned on securities or other
obligations of foreign issuers may be subject to foreign withholding tax.
Subject to certain limitations, an investor resident in the U.S. should be
able to claim a foreign tax credit or deduction for his share of those
taxes. Certain dividend income of the Fund allocable to corporate
investors may qualify for the dividends received deduction allowable to
certain U.S. corporations.

Investors who are taxed as individuals are allowed to deduct
miscellaneous itemized expenses only to the extent that these expenses
exceed 2% of such an investor's adjusted gross income. As a general rule,
investors must include in their taxable income not only the amount of
taxable distributions received from the Fund, but also an additional amount
equal to all or a portion of their share of the investment expenses of the
Fund (including the fees paid for investment advice) and then may be
allowed a deduction in that amount, subject to the 2% miscellaneous
itemized deduction limitation.

The foregoing description of tax consequences is intended as a general
guide; each investor should consult its own tax adviser regarding Federal,
state and local taxes.

PORTFOLIO TRANSACTIONS

The Manager supervises the placement of orders on behalf of the Fund
for the purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made in the best judgment of
the Manager and in a manner deemed fair and reasonable to investors. The
primary consideration is prompt execution of orders at the most favorable
net price. Subject to this consideration, the brokers selected will
include those that supplement the Manager's research facilities with
statistical data, investment information, economic facts and opinions.
Information so received is in addition to and not in lieu of services
required to be performed by the Manager and the Manager's fee is not
reduced as a consequence of the receipt of such supplemental information.
Such information may be useful to the Manager in serving both the Fund and
other funds or accounts which it manages and, conversely, supplemental
information obtained by the placement of business of other clients may be
useful to the Manager in carrying out its obligation to the Fund. Brokers
also will be selected because of their ability to handle special executions
such as are involved in large block trades or broad distributions, provided
the primary consideration is met. Large block trades may, in certain
cases, result from two or more funds managed by The Manager being engaged
simultaneously in the purchase or sale of the same security. Certain of
the Fund's transactions in securities of foreign issuers may not benefit
from the negotiated commission rates available to the Fund for transactions
in securities of domestic issuers. Foreign exchange transactions are made
with banks or institutions in the interbank market at prices reflecting a
mark-up or mark-down and/or commission.

Portfolio turnover may vary from year to year, as well as within a
year. High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by the Manager based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services. In connection with its
portfolio securities transactions for the fiscal years ended December 31,
1992, and 1993 and 1994, the Fund paid total brokerage commissions of
$279,216, $293,548 and $529,184, respectively. These amounts do not
include gross spreads and concessions in connection with principal
transactions which, where determinable, totalled $287,308, $628,917 and
$74,132 for the fiscal years ended December 31, 1992, 1993 and 1994,
respectively. None of the aforementioned amounts were paid to the
Distributor.

PERFORMANCE INFORMATION

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

The Fund's average annual total return for the 1, 5 and 7.767 year
periods ended December 31, 1994 was -.08%, 5.39% and 12.79%, respectively.
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
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.

Total return is calculated by subtracting the amount of the Fund's
maximum offering price 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 distributions during the period), and dividing the
result by the maximum offering price per share at the beginning of the
period. Total return also may be calculated based on the net asset value
per share at the beginning of the period instead of the maximum offering
price per share at the beginning of the period. In such cases, the
calculation would not reflect the deduction of the sales load which, if
reflected, would reduce the performance quoted. The Fund's total return
for the period March 27, 1987 to December 31, 1994, based on maximum
offering price per share, was 154.66%. Based on net asset value per share,
the Fund's total return was 162.47% for this period.

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

The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments. The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, acts as transfer and distribution
disbursing agent. Neither The Bank of New York nor The Shareholder
Services Group, Inc. has any part in determining the investment policies of
the Fund or which securities are to be purchased or sold by the Fund.

Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the
shares being sold pursuant to the Fund's Prospectus.

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

APPENDIX

Description of Standard & Poor's Corporation ("S&P") and Moody's
Investors Service, Inc. ("Moody's") ratings:

S&P

Bond Ratings

AAA

Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for bonds in
higher rated categories.

Bonds rated BB have less near-term vulnerability to default than other
speculative grade bonds. However, they face major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.

Bonds rated B have a greater vulnerability to default but presently
have the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions would likely impair
capacity or willingness to pay interest and repay principal.

CCC

Bonds rated CCC have a current identifiable vulnerability to default
and are dependent upon favorable business, financial and economic
conditions to meet timely payments of interest and repayment of principal.
In the event of adverse business, financial or economic conditions, they
are not likely to have the capacity to pay interest and repay principal.

S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the major rating
categories, except in the AAA (Prime Grade) category.

Commercial Paper Rating

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. Issues assigned an A rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.

A-1

This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+)
designation.

A-2

Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.

A-3

Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

Moody's

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 generally are referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

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.

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.

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, therefore, not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.

Caa

Bonds 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.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category and
in the categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category.

Commercial Paper Rating

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.

Issuers (or related supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and the requirements
for relatively high financial leverage. Adequate alternate liquidity is
maintained.

DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF INVESTMENTS DECEMBER 31, 1994
COMMON STOCKS--21.7% SHARES VALUE
------------- -------------
<S> <C> <C>
CONSUMER DURABLES--2.6% Cavalier Homes 21,700 $ 235,987
Chrysler............................... 10,000 490,000
General Motors......................... 20,000 845,000
Leggett & Platt........................ 25,000 875,000
Shaw Industries........................ 10,000 148,750
-------------
2,594,737
-------------
CONSUMER
NON-DURABLES--1.3% Chic by H.I.S.......................... (a) 25,000 237,500
Reebok International................... 26,000 1,027,000
-------------
1,264,500
-------------
CONSUMER SERVICES--1.7% Cedar Fair, L.P 50,000 1,475,000
Renaissance Communications............. 7,500 208,125
-------------
1,683,125
-------------
ENERGY--.6% Camco International 33,000 622,875
-------------
FINANCE--4.2% Allied Group 15,000 371,250
First Colony........................... 80,000 1,790,000
FirstFed Michigan...................... 20,000 410,000
Frontier Insurance Group............... 30,000 656,250
Salomon................................ 10,000 375,000
20th Century Industries................ 50,000 525,000
-------------
4,127,500
-------------
HEALTH CARE--2.3% Bard (C.R.) 10,000 270,000
McKesson............................... 10,000 326,250
National Health Laboratories Holdings... 10,000 132,500
Physician Corp. of America........... (a) 60,000 1,230,000
Unilab............................... (a) 80,000 320,000
-------------
2,278,750
-------------
PROCESS INDUSTRIES--1.6% Longview Fibre 45,000 708,750
Temple-Inland.......................... 20,000 902,500
-------------
1,611,250
-------------
PRODUCER
MANUFACTURING--1.6% Mark IV Industries..................... 50,000 987,500
Pentair................................ 14,000 591,500
-------------
1,579,000
-------------
RETAIL TRADE--1.5% Fay's 15,000 97,500
Federated Department Stores.......... (a) 25,000 481,250
Government Technology Services....... (a) 55,000 591,250
House of Fabrics..................... (a) 100,000 112,500
Perry Drug Stores.................... (a) 13,000 143,000
-------------
1,425,500
-------------

DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------------- -------------
TECHNOLOGY--1.3% JetForm (a) 10,000 $ 72,500
Microsoft............................ (a) 20,000 1,222,500
-------------
1,295,000
-------------
TRANSPORTATION--3.0% American President Cos 40,000 1,010,000
CSX.................................... 15,000 1,044,375
Overseas Shipholding Group............. 40,000 920,000
-------------
2,974,375
-------------
TOTAL COMMON STOCKS
(cost $22,100,951)................... $21,456,612
=============
PRINCIPAL
SHORT-TERM INVESTMENTS--74.4% AMOUNT
-------------
U.S. TREASURY BILLS: 4.75%, 1/5/95 (b) $15,774,000 $15,765,668
4.98%, 1/12/95......................... 7,667,000 7,655,334
5.01%, 1/19/95....................... (b) 11,063,000 11,035,273
5.15%, 2/2/95.......................... 2,342,000 2,331,279
5.18%, 3/2/95.......................... 169,000 167,541
5.37%, 3/16/95....................... (c) 36,028,000 35,630,311
5.35%, 3/23/95......................... 1,040,000 1,027,481
-------------
TOTAL SHORT-TERM INVESTMENTS
(cost $73,612,887)................... $73,612,887
=============
TOTAL INVESTMENTS (cost $95,713,838)........................................ 96.1% $95,069,499
====== =============
CASH AND RECEIVABLES (NET) ......................................... 3.9% $ 3,824,210
====== =============
NET ASSETS.................................................................. 100.0% $98,893,709
====== =============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short positions.
(c) Partially held by the custodian in a segregated account as
collateral for open financial futures positions.
</TABLE>

STATEMENT OF FINANCIAL FUTURES DECEMBER 31,1994
MARKET VALUE UNREALIZED
NUMBER OF COVERED APPRECIATION
FINANCIAL FUTURES SOLD SHORT CONTRACTS BY CONTRACTS EXPIRATION AT 12/31/94
- -------------------------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
Standard & Poor's 500........................ 108 ($24,912,900) March '95 $86,591
==========

</TABLE>

See notes to financial statements.

DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF SECURITIES SOLD SHORT DECEMBER 31, 1994
COMMON STOCKS SHARES VALUE
- ----------------- ------- -------------
<S> <C> <C>
Advanced Micro Devices...................................................... 25,000 $ 621,875
American Express............................................................ 5,000 147,500
Applied Materials........................................................... 20,000 845,000
Caremark International...................................................... 40,000 685,000
Caterpillar................................................................. 5,000 275,625
Cerner...................................................................... 2,000 88,250
Circus Circus Enterprises................................................... 10,000 232,500
Cobra Golf.................................................................. 30,000 1,072,500
Columbia/HCA Healthcare..................................................... 20,000 730,000
Compaq Computer............................................................. 5,000 197,500
Computer Associates International........................................... 5,000 242,500
Conrail..................................................................... 5,000 252,500
Cracker Barrel Old Country Store............................................ 40,000 740,000
Dresser Industries.......................................................... 10,000 188,750
EMC......................................................................... 10,000 216,250
FHP International........................................................... 5,000 128,750
FMC......................................................................... 5,000 288,750
Hasbro...................................................................... 5,000 146,250
HEALTHSOUTH Rehabilitation.................................................. 5,000 185,000
Illinois Tool Works......................................................... 5,000 218,750
Mentor Graphics............................................................. 10,000 152,500
Microsoft................................................................... 2,500 152,812
Molten Metal Technology..................................................... 12,500 203,125
Motorola.................................................................... 5,000 289,375
National Gaming............................................................. 2,000 24,000
Oracle Systems.............................................................. 2,000 88,250
Oxford Health Plans......................................................... 20,000 1,585,000
PacifiCare Health Systems, Cl. B............................................ 10,000 660,000
Quantum Health Resources.................................................... 15,000 431,250
Schwab (Charles)............................................................ 10,000 348,750
Scientific-Atlanta.......................................................... 5,000 105,000
Sequent Computer Systems.................................................... 5,000 98,750
Southland................................................................... 50,000 225,000
Sports & Recreation......................................................... 22,500 579,375
Symbol Technologies......................................................... 5,000 154,375
U.S. HealthCare............................................................. 5,000 206,250
United Healthcare........................................................... 5,000 225,625
Varity...................................................................... 10,000 362,500
-------------
TOTAL SECURITES SOLD SHORT
(proceeds $12,747,227).................................................. $13,395,187
============

</TABLE>

See notes to financial statements.

DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value
(cost $95,713,838)_see statement...................................... $ 95,069,499
Cash.................................................................... 74,492
Receivable from brokers for proceeds on securities sold short........... 12,747,227
Receivable for investment securities sold............................... 6,183,666
Dividends and interest receivable....................................... 93,328
Receivable for futures variation margin_Note 4(a)....................... 86,591
Receivable for shares of Partnership Interest sold...................... 19,399
Prepaid expenses........................................................ 25,124
--------------
114,299,326
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 63,818
Due to Distributor...................................................... 21,273
Securities sold short, at value
(proceeds $12,747,227)_see statement.................................. 13,395,187
Payable for investment securities purchased............................. 1,518,890
Payable for shares of Partnership Interest redeemed..................... 254,298
Loan commitment fees and interest payable............................... 6,086
Accrued expenses........................................................ 146,065 15,405,617
------------- --------------
NET ASSETS ................................................................ $ 98,893,709
==============
REPRESENTED BY:
Paid-in capital......................................................... $ 62,180,631
Accumulated undistributed investment income_net......................... 14,195,798
Accumulated undistributed net realized gain on investments and
foreign currency transactions......................................... 23,722,988
Accumulated net unrealized depreciation on investments and securities sold
short (including $86,591 net unrealized appreciation on financial
futures)_Note 4(b).................................................... (1,205,708)
--------------
NET ASSETS at value applicable to 2,512,129 outstanding shares of
Partnership Interest, equivalent to $39.37 per share
(unlimited number of Limited Partners).................................. $ 98,893,709
==============
See notes to financial statements.
</TABLE>

DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
INVESTMENT INCOME:
INCOME:
<S> <C> <C>
Interest.............................................................. $ 2,470,764
Cash dividends (net of $7,806 foreign taxes withheld at source)....... 342,296
------------
TOTAL INCOME...................................................... $ 2,813,060
EXPENSES:
Management fee_Note 3(a).............................................. 556,411
Investor servicing costs_Note 3(b).................................... 290,005
Professional fees..................................................... 81,352
Dividends on securities sold short.................................... 79,317
Prospectus and investors' reports_Note 3(b)........................... 66,182
Loan commitment fees and interest expense_Note 2...................... 37,318
Custodian fees........................................................ 35,708
Managing General Partners' fees and expenses_Note 3(c)................ 26,428
Registration fees..................................................... 25,614
Miscellaneous......................................................... 1,914
------------
TOTAL EXPENSES.................................................... 1,200,249
------------
INVESTMENT INCOME--NET............................................ 1,612,811
------------
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments_Note 4(a):
Long transactions (including options transactions and
foreign currency transactions).................................... $(2,020,684)
Short sale transactions............................................... 1,126,186
Net realized (loss) on forward currency exchange contracts_Note 4(a):
Long transactions..................................................... (546,537)
Short transactions.................................................... (145,207)
Net realized gain on financial futures_Note 4(a):
Long transactions..................................................... 673,555
Short transactions.................................................... 2,525,630
------------
NET REALIZED GAIN..................................................... 1,612,943
Net unrealized (depreciation) on investments (including options transactions), foreign
currency transactions, forward currency exchange contracts and securities sold
short (including $122,841 net unrealized appreciation on financial futures) (3,309,863)
------------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS................. (1,696,920)
------------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................... $ (84,109)
============

See notes to financial statements.
</TABLE>

DREYFUS STRATEGIC GROWTH, L.P.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
-------------------------------
1993 1994
------------- -------------
<S> <C> <C>
OPERATIONS:
Investment income_net................................................... $ 338,723 $ 1,612,811
Net realized gain on investments........................................ 5,737,378 1,612,943
Net unrealized appreciation (depreciation) on investments for the year.. 3,373,357 (3,309,863)
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....... 9,449,458 (84,109)
------------- -------------
PARTNERSHIP INTEREST TRANSACTIONS:
Net proceeds from shares sold........................................... 3,226,194 72,386,547
Cost of shares redeemed................................................. (12,043,177) (18,806,148)
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM PARTNERSHIP INTEREST TRANSACTIONS (8,816,983) 53,580,399
------------- -------------
TOTAL INCREASE IN NET ASSETS...................................... 632,475 53,496,290
NET ASSETS:
Beginning of year....................................................... 44,764,944 45,397,419
------------- -------------
End of year (including undistributed investment income_net:
$12,582,987 in 1993 and $14,195,798 in 1994).......................... $45,397,419 $98,893,709
============ =============
SHARES SHARES
------------- -------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 93,622 1,799,462
Shares redeemed......................................................... (367,091) (475,280)
------------- -------------
NET INCREASE (DECREASE) IN SHARES OUTSTANDING......................... (273,469) 1,324,182
============ =============
</TABLE>

FINANCIAL HIGHLIGHTS

Reference is made to page 4 of the Prospectus dated May 1, 1995.

DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a non-diversified open-end management investment company. The Dreyfus
Corporation ("Manager") serves as the Fund's investment adviser. Osprey Funds
Management, a Maryland Limited Partnership ("Osprey") serves as the Fund's
sub-investment adviser. Effective January 1, 1995, Osprey, will no longer
serve as the Fund's sub-investment adviser. As of such date, the Manager will
assume the day-to-day management of the Fund's investments. Dreyfus Service
Corporation, until August 24, 1994, acted as the distributor of the Fund's
shares. As of December 31, 1994, Dreyfus Partnership Management, Inc. held
30,207 shares. Dreyfus Service Corporation and Dreyfus Partnership
Management, Inc. are wholly-owned subsidiaries of the Manager. Effective
August 24, 1994, the Manager became a direct subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
(A) PORTFOLIO VALUATION: Investments in securities (including options and
financial futures) are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last sales
price on the national securities market. Securities not listed on an exchange
or the national securities market, or securities for which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except for open short positions, where the asked price is used for
valuation purposes. Bid price is used when no asked price is available.
Securities for which there are no such valuations are valued at fair value as
determined in good faith under the direction of the Managing General
Partners. Short-term investments are carried at amortized cost, which
approximates value. Investments denominated in foreign currencies are
translated to U.S. dollars at the prevailing rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Reported net realized foreign exchange gains or losses arise from sales
and maturities of short-term securities, sales of foreign currencies,
currency gains or losses realized on securities transactions, the difference
between the amounts of dividends, interest and foreign withholding taxes
recorded on the Fund's books, and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized foreign exchange gains and losses
arise from changes in the value of assets and liabilities at fiscal year end,
resulting from changes in exchange rates.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(D) DISTRIBUTIONS TO INVESTORS: Distributions from investment income-net
and distributions from net realized capital gains may be allocated and paid
annually after the end of the year in which earned.
(E) INCOME TAXES: As a partnership, the Fund itself will not be subject
to Federal, State and City income taxes. Instead, each investor will be
allocated, and subject to tax on, his distributive share of the Fund's
income. Therefore, no income tax provision is required.
DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--BANK LINE OF CREDIT:
Effective December 1, 1994, in accordance with an agreement with a bank,
the Fund may borrow up to $25 million under a short-term unsecured line of
credit. In connection therewith, the Fund has agreed to pay commitment fees
at an annual rate of .125 of 1% on the total line of credit. Prior to
December 1, 1994, in accordance with an agreement with a bank, the Fund could
borrow up to $10 million under a short-term unsecured line of credit.
Interest on borrowings is charged at rates which are related to Federal Funds
rates in effect from time to time.
At December 31, 1994, there were no outstanding borrowings under the line
of credit.
The average daily amount of short-term debt outstanding during the year
ended December 31, 1994 was approximately $556,000, with a related weighted
average annualized interest rate of 6.22%. The maximum amount borrowed at any
time during the year ended December 31, 1994 was $10 million.
NOTE 3--INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER
TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a Management Agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .75 of 1% of the average
daily value of the Fund's net assets and is payable monthly. The Manager and
Osprey have agreed that if in any full year the Fund's aggregate expenses,
exclusive of taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also contemplates loan
commitment fees and dividends and interest accrued on securities sold short),
and extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Fund, the Manager and Osprey will bear the excess
expense in proportion to their management fee and sub-investment advisory fee
to the extent required by state law. The most stringent state expense
limitation applicable to the Fund presently requires reimbursement of expenses
in any full year that such expenses (exclusive of distribution expenses and
certain expenses as described above) exceed 2 1/2% of the first $30 million,
2% of the next $70 million and 1 1/2% of the excess over $100 million of the
average value of the Fund's net assets in accordance with California "blue
sky" regulations. There was no expense reimbursement for the year ended
December 31, 1994.
Pursuant to a Sub-Investment Advisory Agreement between the Manager and
Osprey, the sub-investment advisory fee is payable monthly by the Manager and
computed on the average daily value of the Fund's net assets at the following
annual rates:

AVERAGE NET ASSETS OSPREY
----------------------- --------------
0 up to $25 million..................... .15 of 1%
$25 up to $75 million................... .25 of 1%
$75 up to $200 million.................. .30 of 1%
$200 up to $300 million................. .35 of 1%
in excess of $300 million............... .375 of 1%

The Distributor retained $1,111,127 during the year ended December 31,
1994 from commissions earned on sales of Fund shares.

DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(B) On August 3, 1994, Fund investors approved a revised Service Plan
(the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to the Plan,
effective August 24, 1994, the Fund (a) reimburses the Distributor for
payments to third parties for distributing the Fund's shares and servicing
investor accounts and (b) pays the Manager, Dreyfus Service Corporation or
any affiliate (collectively "Dreyfus") for advertising and marketing relating
to the Fund and servicing investor accounts, at an annual rate of .25 of 1%
of the value of the Fund's average daily net assets. Each of the Distributor
and Dreyfus may pay Service Agents (a securities dealer, financial
institution or other industry professional) a fee in respect of the Fund's
shares owned by investors with whom the Service Agent has a servicing
relationship or for whom the Servicing Agent is the dealer or holder of
record. Each of the Distributor and Dreyfus determine the amounts to be paid
to Service Agents to which it will make payments and the basis on which such
payments are made. The Plan also separately provides for the Fund to bear the
costs of preparing, printing and distributing certain of the Fund's
prospectuses and statements of additional information and costs associated
with implementing and operating the Plan, not to exceed the greater of
$100,000 or .005 of 1% of the Fund's average net assets for any full year.
Prior to August 24, 1994, the Fund's Service Plan ("prior Service Plan")
provided that the Fund pay the Dreyfus Service Corporation at an annual rate
of .25 of 1% of the value of the Fund's average daily net assets, for costs
and expenses in connection with advertising, marketing and distributing the
Fund's shares and for servicing investor accounts. Dreyfus Service
Corporation made payments to one or more Service Agents based on the value of
the Fund's shares owned by clients of the Service Agent. The Prior Service
Plan also separately provides for the Fund to bear the costs of preparing,
printing and distributing certain of the Fund's prospectuses and statements
of additional information and costs associated with implementing and
operating the Plan, not to exceed the greater of $100,000 or .005 of 1% of
the Fund's average daily net assets for any full year.
During the year ended December 31, 1994, $97,988 was charged to the Fund
pursuant to the Plan and $106,446 was charged pursuant to the prior Service
Plan.
(C) Prior to August 24, 1994, certain officers and Managing General
Partners of the Fund were "affiliated persons," as defined in the Act, of the
Investment Adviser and/or Dreyfus Service Corporation. Each Managing General
Partner who is not an "affiliated person" receives an annual fee of $2,500
and an attendance fee of $250 per meeting.
NOTE 4--SECURITIES TRANSACTIONS:
(A) The following summarizes the aggregate amount of purchases and sales
of investment securities and securities sold short, excluding short-term
securities, forward currency exchange contracts and options transactions,
during the year ended December 31, 1994:
<TABLE>
<CAPTION>

PURCHASES SALES
----------------- -----------------
<S> <C> <C>
Long transactions.................... $ 73,306,252 $ 70,783,831
Short sale transactions.............. 68,803,950 81,124,174
----------------- -----------------
TOTAL.............................. $142,110,202 $151,908,005
================ ===============
</TABLE>
The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at
current market value. The Fund would incur a loss if the price of the
security increases between the date of the short sale and the date on which
the Fund replaces the borrowed
DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
security. The Fund would realize a gain if the price of the security declines
between those dates. Until the Fund replaces the borrowed security, the Fund
will maintain daily, a segregated account with a broker and custodian, of
cash and/or U.S. Government securities sufficient to cover its short
position. Securities sold short at December 31, 1994 and their related market
values and proceeds are set forth in the Statement of Securities Sold Short.
When executing forward currency exchange contracts, the Fund is obligated
to buy or sell a foreign currency at a specified rate on a certain date in
the future. With respect to sales of forward currency exchange contracts, the
Fund would incur a loss if the value of the contract increases between the
date the forward contract is opened and the date the forward contract is
closed. The Fund realizes a gain if the value of the contract decreases
between those dates. With respect to purchases of forward currency exchange
contracts, the Fund would incur a loss if the value of the contract decreases
between the date the forward contract is opened and the date the forward
contract is closed. The Fund realizes a gain if the value of the contract
increases between those dates. At December 31, 1994, there were no forward
currency exchange contracts outstanding.
In addition, the following table summarizes the Fund's call/put options
written transactions for the year ended December 31, 1994:
<TABLE>
<CAPTION>

OPTIONS TERMINATED
----------------------------
NET
NUMBER OF PREMIUMS REALIZED
CONTRACTS RECEIVED COST GAIN
------------ -------------- ------------ ----------
<S> <C> <C> <C> <C>

OPTIONS WRITTEN:
Contracts outstanding December 31, 1993..... 11 $ 322,414
Contracts written........................... 39,086 680,392
------------ --------------
39,097 1,002,806
------------ --------------
Contracts Terminated:
Closed.................................... 14,435 677,761 $414,849 $262,912
Expired................................... 24,662 325,045 ---- 325,045
------------ -------------- ------------ -----------
Total contracts terminated............ 39,097 1,002,806 $414,849 $587,957
------------ -------------- ========== ============
Contracts outstanding December 31, 1994..... --- $ ----
============ ============
</TABLE>
As a writer of call options, the Fund receives a premium at the outset and
then bears the market risk of unfavorable changes
in the price of the financial instrument underlying the option. Generally,
the Fund would incur a gain, to the extent of the premium, if the price of
the underlying financial instrument decreases between the date the option is
written and the date on which the option is terminated. Generally, the Fund
would realize a loss, if the price of the financial instrument increases
between those dates. At December 31, 1994, there were no call options written
outstanding.
As a writer of put options, the Fund receives a premium at the outset and
then bears the market risk of unfavorable changes in the price of the
financial instrument underlying the option. Generally, the Fund would incur a
gain, to the extent of the premium, if the price of the underlying financial
instrument increases between the date the option is written and the date on
which the option is terminated. Generally, the Fund would realize a loss, if
the price of the financial instrument declines between those dates. At
December 31, 1994, there were no put options written outstanding.

DREYFUS STRATEGIC GROWTH, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund is engaged in trading restricted options, which are not exchange
traded. The Fund's exposure to credit risk associated with counter party
nonperformance on these investments is typically limited to the unrealized
gains inherent in such investments that are recognized in the statement of
assets and liabilities. At December 31, 1994, there were no restricted
options outstanding.
The Fund is engaged in trading financial futures contracts. The Fund is
exposed to market risk as a result of changes in the value of the underlying
financial instruments (see the Statement of Financial Futures). Investments
in financial futures require the Fund to "mark to market" on a daily basis,
which reflects the change in the market value of the contract at the close of
each day's trading. Accordingly, variation margin payments are made or
received to reflect daily unrealized gains or losses. When the contracts are
closed, the Fund recognizes a realized gain or loss. These investments
require initial margin deposits with a custodian, which consist of cash or
cash equivalents, up to approximately 10% of the contract amount. The amount
of these deposits is determined by the exchange or Board of Trade on which
the contract is traded and is subject to change.
(B) At December 31, 1994, accumulated net unrealized depreciation on
investments was $1,205,708, consisting of $1,427,892 gross unrealized
appreciation and $2,633,600 gross unrealized depreciation.
At December 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS STRATEGIC GROWTH, L.P.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
INVESTORS AND MANAGING GENERAL PARTNERS
DREYFUS STRATEGIC GROWTH, L.P.
We have audited the accompanying statement of assets and liabilities of
Dreyfus Strategic Growth, L.P., including the statements of investments,
financial futures and securities sold short, as of December 31, 1994, and the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended, and
financial highlights for each of the years indicated therein. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Strategic Growth, L.P. at December 31, 1994, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.

(Logo Signature)
(Ernst & Young LLP)
New York, New York
February 2, 1995

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
DREYFUS STRATEGIC GROWTH, L.P.

This AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP (hereinafter as it may from time to time be amended
the "Agreement") has been executed and delivered by and among
the General Partners and Limited Partners (collectively the
"Partners") hereinafter named for the purpose of organizing
Dreyfus Strategic Growth, L.P., a Delaware Limited Partnership,
pursuant to the Delaware Revised Uniform Limited Partnership Act
(the "Partnership Act"). The limited partnership shall exist as
of the date of filing of a Certificate of Limited Partnership
for the Partnership in the Office of the Secretary of State of
Delaware (the "Certificate"), upon the following terms and
conditions:

I. NAME.

The name of the limited partnership is Dreyfus
Strategic Growth, L.P. (the "Fund").

II. CHARACTER OF BUSINESS OF FUND: INVESTMENT OBJECTIVES,
OPERATING POLICY AND INVESTMENT AND OPERATING LIMITATIONS.

(a) Investment Objective. The business of the Fund
shall be to invest and reinvest its assets with the objective of
realizing capital growth. The Fund will seek to accomplish its
objective by investing in common stocks of domestic issuers, as
well as securities of foreign companies and foreign governments.
Investments also may be made in convertible securities,
warrants, preferred stocks and debt securities under certain
market conditions. In addition to usual investment practices,
the Fund may use speculative investment techniques such as
short-selling, leveraging and options transactions, and also may
engage in commodity transactions.

(b) Operating Policy and Powers. The Fund will
operate as a diversified, open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act").

Subject to the Fund's operating policies and investment
and operating limitations as set forth in the Fund's Prospectus
and Statement of Additional Information relating to the offer
and sale of Shares (as hereinafter defined) as in effect from
time to time (the "Prospectus"), the Fund is authorized and
empowered to do any and all acts necessary in pursuit of its
objective and to carry out the business of the Fund, including,
without limitation, the following:

1. To invest and trade in securities and
commodity contracts and to invest and trade in and to
write options on securities and commodity contracts
consistent with its investment objective.

2. To engage personnel and professional advisers,
and do such other acts and incur such other expenses on
behalf of the Fund as may be necessary or
advisable in connection with the conduct of Fund
affairs.

3. To open, maintain and close accounts with
brokers and dealers, and to pay the customary fees and
charges applicable to transactions in all such
accounts.

4. To open, maintain and close bank accounts and
to draw checks and other orders for the payment of
money.

5. To make and execute all contracts,
certificates and other legal documents relating to the
Fund's business or organization.

6. To borrow money and pledge assets of the Fund
to secure borrowings, consistent with its investment
objective.

7. To employ one or more investment advisers for
the Fund to supervise the Fund's investments and to
administer the affairs of the Fund.

8. To loan portfolio securities in accordance
with the policies of the Securities and Exchange
Commission with respect to the loaning of securities by
investment companies under the 1940 Act.

9. To exercise any and all other powers which may
be necessary to implement the foregoing purposes,
policies and powers of the Fund including those granted
to limited partnerships under the Partnership Act.

(c) Investment and Operating Limitations. The Fund
is authorized to follow its investment objective and
restrictions as stated in its then current Prospectus.

III. PLACE OF BUSINESS.

The principal place of business of the Fund shall be
located at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144. The Managing General Partners (as hereinafter
defined) may from time to time change the location of the Fund's
principal place of business and establish additional places of
business as they may deem necessary or desirable for the conduct
of the Fund's business.

IV. CAPITAL CONTRIBUTIONS.

(a) General Partners' Contributions.

(1) Each of the initial Managing General Partners
has purchased the number of Shares (as hereinafter
defined) and has contributed the amount in cash to the
Fund set forth on Schedule "A" to this Agreement and
incorporated herein by this reference.

(2) The Non-Managing General Partner (as
hereinafter defined) shall, from time to time, in its
capacity as such Non-Managing General Partner purchase
that number of Shares which, when added to all of the
Shares owned by the Managing General Partners, shall at
all times be not less than one percent of the total
outstanding Shares of the Fund. For as long as any
Non-Managing General Partner retains its status as
such, it shall not sell, assign or redeem Shares held
by it in its capacity as a Non-Managing General
Partner, or accept distributions in cash or property in
respect of its Shares, if the Shares held by all of the
General Partners in such capacity, including the Non-
Managing General Partner, would thereby constitute less
than one percent of the Fund's total outstanding
Shares. Notwithstanding anything to the contrary that
may be expressed or implied herein, the interests of
all the General Partners, taken together, in each
material item of Fund income, gain, loss, deduction or
credit shall be equal to at least one percent of each
such item at all times during the existence of the
Fund. In determining the General Partners' interests
in such items, Shares owned by the General Partners in
the capacity of Limited Partners shall not be taken
into account.

(b) Limited Partners' Contributions. The Initial
Limited Partner has purchased the number of Shares set forth
on Schedule "A" and has contributed $15.00 in cash to the Fund
for each such Share purchased. Subsequently admitted Limited
Partners will contribute, with respect to each Share purchased,
the net asset value thereof, as determined pursuant to
Section IV(e) hereof. (The Initial Limited Partner and all
subsequently admitted Limited Partners, for so long as each
shall remain a limited partner, are herein collectively referred
to as "Limited Partners" and individually as a "Limited
Partner.")

(c) Shares of Partnership Interest. All interests in
the Fund, including interests issued in respect of contributions
by the General Partners and Limited Partners pursuant to
subsections (a) and (b) above, respectively, shall be expressed
in shares of beneficial interest (herein referred to as
"Shares," which term includes fractional Shares). Each whole
Share shall be alike in all respects and shall represent an
equal proportionate interest in the Fund with each other whole
Share outstanding. Each General Partner must own at all times
at least one Share.

(d) Contributions. Contributions may be made only in
cash or such other property which is approved by the Managing
General Partners. Shares shall be sold at the net asset value
next determined in accordance with Section (e) below.

(e) Determination of Net Asset Value. Net asset value
for each Share (for the purpose of issuance of Shares as well as
redemptions thereof) shall be determined by dividing:

(1) the total value of the assets determined in
such manner as may be determined from time to time by
or pursuant to the order of the Managing General
Partners, less, to the extent determined by or pursuant
to the direction of the Managing General Partners in
accordance with generally accepted accounting
principles, all debts, obligations and liabilities of
the Fund (which debts, obligations and liabilities
shall include, without limitation of the generality of
the foregoing, any and all debts, obligations,
liabilities or claims, of any and every kind and
nature, fixed, accrued and otherwise, including the
estimated accrued expenses of management and
supervision, administration and distribution and any
reserves or charges for any or all of the foregoing,
whether for taxes, expenses or otherwise, and the price
of Shares redeemed but not paid for and distributions
declared but not paid) but excluding the Fund's
liability upon its Shares and its surplus, by

(2) the total number of Shares of the Fund
outstanding.

The Managing General Partners are empowered, in their
absolute discretion, to establish other methods for determining
such net asset value whenever such other methods are deemed by
them to be necessary to enable the Fund to comply with the 1940
Act, or are deemed by them to be desirable, provided they are
not inconsistent with any provision of the 1940 Act.

The Fund reserves the right to suspend the deter-
mination of the net asset value per Share for any period during
which the New York Stock Exchange is closed (other than weekend
and holiday closings) or trading on that Exchange is restricted,
or during which an emergency exists (as determined by the
Securities and Exchange Commission) as a result of which
disposal of the portfolio securities owned by the Fund is not
reasonably practicable or it is not reasonably practicable to
determine fairly the value of its net assets, or for such other
period as the Securities and Exchange Commission may by order
permit.

All determinations of net asset value and appraisals of
assets and liabilities made in good faith by the Managing
General Partners or their delegate shall be binding and
conclusive upon all Partners and other interested persons.

V. GENERAL PARTNERS.

(a) Identity and Number. The names and addresses of
the General Partners and the number of Shares initially owned by
each of them, and the amount of cash and/or description and the
value of other property contributed by each of them, are set
forth on Schedule "A" to this Agreement and are incorporated
herein by this reference. The General Partners are listed
separately as Managing General Partners (herein referred to as
"Managing General Partners") and the Non-Managing General
Partner. The Managing General Partners shall determine the
number of persons to serve as General Partners. If at any time
a Managing General Partner resigns, is removed, dies, becomes
bankrupt or incapacitated, or retires, the remaining Managing
General Partners shall, within 90 days, call a meeting of
Managing General Partners for the purpose of determining to
continue the Fund, without dissolution, and, in their discretion
(but subject to the requirements of Section V(j) hereof), to
elect an additional Managing General Partner or Managing General
Partners to serve until their successors are duly elected and
admitted, or for the purpose of reducing the number of Managing
General Partners. Pending such determination to continue the
Fund, the Fund will continue without dissolution.

(b) Managing General Partners and Non-Managing General
Partners. Only individuals may act as Managing General
Partners, and all General Partners who are individuals shall act
as Managing General Partners. Any General Partner which is a
corporation, partnership, trust, joint venture or association
shall act as a Non-Managing General Partner. Except as provided
in Section V(c) hereof, a Non-Managing General Partner as such
shall take no part in the management, conduct or operation of
the Fund's business and shall have no authority to act on behalf
of the Fund or to bind the Fund.

(c) Management and Control. Subject to the terms of
this Agreement and the 1940 Act, the Fund will be managed by the
Managing General Partners, who will have complete and exclusive
control over the management, conduct and operation of the Fund's
business, and, except as otherwise specifically provided in this
Agreement, the Managing General Partners shall have the rights,
powers and authority, on behalf of the Fund and in its name, to
exercise all of the rights, powers and authority of partners of
a partnership without limited partners under the Partnership
Act. The Managing General Partners may contract on behalf of
the Fund with one or more banks, trust companies or investment
advisers for the performance of such functions as the Managing
General Partners may determine, but subject always to their
continuing supervision, including, but not by way of limitation,
the investment and reinvestment of all or part of the Fund's
assets and execution of portfolio transactions, and any or all
administrative functions. Subject to the provisions of the 1940
Act, a Non-Managing General Partner or an affiliate of a General
Partner may act as an investment adviser to the Fund and shall
be compensated for such services in accordance with the terms of
any investment advisory agreement which may be executed by the
Fund and the Non-Managing General Partner or any such affiliate.
The Managing General Partners may also appoint agents to perform
such duties on behalf of the Fund as the Managing General
Partners deem desirable. The Managing General Partners shall
devote themselves to the Fund's business to the extent they may
determine necessary for the efficient conduct thereof, which it
is understood shall not, however, occupy their full time.
General Partners may also engage in other businesses, whether or
not similar in nature to the business of the Fund, subject to
the limitations of the 1940 Act. In the event that no Managing
General Partner shall remain for the purposes of electing
whether to continue the business of the Fund as provided in
Section V(a), then the Non-Managing General Partner shall
promptly call a meeting of the Limited Partners to be held
within 90 days of the date the last Managing General Partner
ceased to act in such capacity for the purpose of determining
whether to elect one or more successor Managing General Partners
who, if elected, will continue the business of the Fund. For
the period of time from the date when the last acting Managing
General Partner shall have ceased to serve in such capacity
until the date of admission of one or more successor Managing
General Partners (if elected), the Non-Managing General Partner
shall continue the business and operations of the Fund without
dissolution and shall be permitted to engage in the management,
conduct and operation of the business of the Fund and,
otherwise, to exercise during such period all of the powers of
the Managing General Partners hereunder. If at the meeting
called by the Non-Managing General Partner pursuant to the
foregoing provisions of this Section V(c) the Partners shall
determine not to elect one or more successor Managing General
Partners, then the Fund shall dissolve in accordance with
Section XII hereof and the assets of the Fund shall be
distributed on dissolution pursuant to Section XIII hereof.

(d) Action by the Managing General Partners. Unless
otherwise required by the 1940 Act with respect to any
particular action, the Managing General Partners shall act only
by the vote of a majority of the Managing General Partners in
attendance at a meeting at which a quorum of the Managing
General Partners is present or by written or telephonic consent
of a majority of the Managing General Partners without a
meeting. At any meeting of the Managing General Partners, a
majority of the Managing General Partners shall constitute a
quorum. No single Managing General Partner shall have authority
to act on behalf of the Fund or to bind the Fund unless
appropriately authorized by the required vote of the Managing
General Partners. The Managing General Partners may elect a
Chairman who shall preside at meetings and such other agents or
officers of the Fund as they may deem advisable to carry out its
business affairs. The Tax Matters Partner as defined in
Section 6231(a)(7) of the Internal Revenue Code (the "Code") is
designated on Schedule "A" and may change from time to time as
determined by the Managing General Partners.

(e) Limitations on the Authority of the Managing
General Partners. The Managing General Partners shall have no
authority without the vote or written consent or ratification of
Partners who are holders of a majority of the then outstanding
Shares to:

(1) do any act in contravention of this
Agreement;

(2) do any act which would make it impossible to
carry on the ordinary business of the Fund; or

(3) possess Fund property, or assign their rights
in specific Fund property for other than a Fund
purpose.

Nothing herein shall preclude dissolution of the Fund
in accordance with this Agreement. In addition, certain actions
of the Managing General Partners shall be subject to the
approval of the Partners holding a majority of the then
outstanding Shares.

(f) Management and Control by Non-Managing General
Partner. Except as otherwise provided in Section V(c) above,
the Non-Managing General Partner as such shall have no power to
engage in the management, conduct or operation of the Fund's
business nor to exercise any of the rights, powers and authority
of a partner of a partnership without limited partners under the
Partnership Act.

(g) Right of General Partners to Become Limited
Partners. A General Partner may also become a Limited Partner
without obtaining the consent of the Limited Partners and
thereby become entitled to all the rights of a Limited Partner
to the extent of the Limited Partnership interest so acquired.
Such event shall not, however, be deemed to reduce or otherwise
affect any of the General Partner's liability hereunder as a
General Partner. Termination of a person's status as a General
Partner shall not affect his status, if any, as a Limited
Partner. A General Partner shall not be entitled to any special
payment from the Fund as a result of termination of his status
as General Partner. A withdrawing General Partner may, if he
chooses to do so, redeem his Shares in accordance with Section
XI(a) below, or retain his Shares as a Limited Partner.

(h) Withdrawal of a Managing General Partner. A
Managing General Partner shall have no further right or power to
act as a General Partner (except to execute any amendment to
this Agreement to evidence his withdrawal) if he:

(1) dies, becomes bankrupt or is incapacitated;

(2) voluntarily retires upon not less than 90
days' written notice to the other Managing General
Partners unless such notice is waived;

(3) is removed by the other Managing General
Partners pursuant to a vote taken at a meeting of the
Managing General Partners held in accordance with the
provisions of Section V(d); or

(4) fails to be elected at a meeting of Limited
Partners called for such purpose, provided that such
withdrawal shall not occur until his successor has been
duly elected and admitted to the Fund as a Managing
General Partner, and provided, further, that the
failure of any Managing General Partner to be reelected
shall not cause a dissolution of the Fund and the
business and operations of the Fund shall be continued
by all remaining and successor Managing General
Partners.

(i) Termination of Status of a Non-Managing General
Partner as a General Partner. The interest of a Non-Managing
General Partner as a General Partner shall terminate and such
Non-Managing General Partner shall have no further power to act
as a General Partner upon the occurrence of any of the following
events:

(1) voluntary withdrawal provided that a Non-
Managing General Partner shall not voluntarily withdraw
or otherwise terminate its status as a Non-Managing
General Partner until the earlier of (i) two years from
the date that such Non-Managing General Partner gives
the Managing General Partners written notice of its
intention to withdraw as a Non-Managing General Partner
or (ii) the date that a successor Non-Managing General
Partner, who has agreed to assume the obligations of
Section IV(a)(2), is elected by the Managing General
Partners;

(2) a Non-Managing General Partner is dissolved
or otherwise terminates its existence;

(3) a petition in bankruptcy is filed by a
Non-Managing General Partner;

(4) an involuntary petition in bankruptcy is
filed against a Non-Managing General Partner and a
trustee is appointed and confirmed after an opportunity
for a hearing;

(5) a Non-Managing General Partner makes an
assignment for the benefit of creditors of
substantially all of its assets; or

(6) a Non-Managing General Partner is removed by
the Managing General Partners.

The retirement, dissolution, bankruptcy or other
withdrawal of the Non-Managing General Partner shall not
dissolve the Fund, provided that the Managing General Partners
elect to continue the business and operations of the Fund,
whether or not a successor Non-Managing General Partner is
elected by the Managing General Partners.

(j) Additional or Successor Managing General Partners.
Prior to the first meeting of Partners the Managing General
Partners named on Schedule "A" hereof may elect additional
Managing General Partners. Between meetings of Partners, the
Managing General Partners also may elect Managing General
Partners to fill vacancies (whether or not created by an
increase in the number of Managing General Partners) in the
number of Managing General Partners. The number of Managing
General Partners shall be fixed from time to time by the
Managing General Partners and, at or after the commencement of
the business of the Fund, shall be not less than one. Subject
to the provisions of Section V(h), each Managing General
Partner, whether named in Schedule "A" or hereafter becoming a
Managing General Partner, shall serve as a Managing General
Partner until the next meeting of Partners called for the
election of Managing General Partners and until his respective
successor is duly elected and admitted. If at any time more
than a majority of the Managing General Partners serving as such
shall not have been approved at a meeting of Partners, then the
Managing General Partners shall as promptly as possible and in
any event within 60 days cause a meeting to be held for the
purpose of electing Managing General Partners (unless the
Securities and Exchange Commission shall by order extend such
period), consistent with the requirements of the 1940 Act.

(k) Liability to Limited Partners. The General
Partners shall not be personally liable for the repayment of any
amounts standing in the account of a Limited Partner or holder
of Shares including, but not limited to, contributions with
respect to such Shares. Any such payment shall be solely from
the Fund's assets.

The General Partners shall not have any personal
liability to any holder of Shares or to any Limited Partner (1)
by reason of any change in Federal or state income tax laws, or
in interpretations thereof, as they apply to the Fund, the
holders of Shares or the Limited Partners, whether such change
occurs through legislative, judicial or administrative action,
or (2) by reason of any other matters, unless the result of
wilful misfeasance, bad faith, gross negligence or reckless
disregard of their duties.

(l) Assignment or Transfer of General Partners'
Shares. A General Partner may not assign Shares which he holds
in his capacity as a General Partner to any party without the
consent of a majority of the Managing General Partners
(exclusive of such General Partner proposing to assign his
Shares). Any assignee of such General Partner for which such
consent has been granted may not become a substituted General
Partner except if elected as such by the remaining General
Partners as provided in Section V(a) hereof and shall otherwise
hold such Shares as a Limited Partner.

(m) Reimbursement and Compensation. Managing General
Partners (other than those who are "interested persons" as
defined under the 1940 Act) may receive compensation for their
services as Managing General Partners (as determined by the
Managing General Partners from time to time) and will be
reimbursed for all reasonable out-of-pocket expenses incurred in
performing their duties hereunder.

(n) Indemnification.

(1) General Partners, Agents, etc. The Fund
shall indemnify each of its General Partners and agents
(including persons who serve at the Fund's request as
directors, officers or trustees of another organization
in which the Fund has any interest as a shareholder,
creditor or otherwise), and including any Non-Managing
General Partner, its officers, directors, employees and
agents (hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel
fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any
action, suit or other proceeding, whether civil or
criminal, before any court or administrative or
legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or
with which such person may be or may have been
threatened, while in office or thereafter, by reason of
being or having been such a General Partner or any
other person serving in the capacities referenced
above, except with respect to any matter as to which
such Covered Person shall have been finally adjudicated
in a decision on the merits in any such action, suit or
other proceeding to be liable to the Fund or its
Partners by reason of wilful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's
office. Expenses, including counsel fees so incurred
by any such Covered Person (but excluding amounts paid
in satisfaction of judgments, in compromise or as fines
or penalties), may be paid from time to time by the
Fund in advance of the final disposition of any such
action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to
repay amounts so paid to the Fund if it is ultimately
determined that indemnification of such expenses is not
authorized under this provision, provided that (a) such
Covered Person shall provide security for his
undertaking, (b) the Fund shall be insured against
losses arising by reason of such Covered Person's
failure to fulfill his undertaking, or (c) a majority
of the Managing General Partners who are disinterested
persons and who are not Interested Persons (as that
term is defined in the 1940 Act) (provided that a
majority of such Managing General Partners then in
office act on the matter), or independent legal counsel
in a written opinion, shall determine, based on a
review of readily available facts (but not a full
trial-type inquiry), that there is reason to believe
such Covered Person ultimately will be entitled to
indemnification.

(2) Compromise Payment. As to any matter
disposed of (whether by a compromise payment, pursuant
to a consent decree or otherwise) without an
adjudication or a decision on the merits by a court, or
by any other body before which the proceeding was
brought, that such Covered Person is liable to the Fund
or its Partners by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's
office, indemnification shall be provided if (i)
approved as in the best interests of the Fund, after
notice that the matter involves such indemnification,
by at least a majority of the Managing General Partners
who are disinterested persons and are not Interested
Persons (provided that a majority of such Managing
General Partners then in office act on the matter),
upon a determination, based upon a review of readily
available facts (but not a full trial-type inquiry)
that such Covered Person acted in good faith in the
reasonable belief that such Covered Person's action was
in the best interests of the Fund and is not liable to
the Fund or its Partners by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office, or (ii) there has been
obtained an opinion in writing of independent legal
counsel, based upon a review of readily available facts
(but not a full trial-type inquiry) to the effect that
it appears that such indemnification would not protect
such Covered Person against any liability to the Fund
to which such Covered Person would otherwise be subject
by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved
in the conduct of his office. Any approval pursuant to
this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered
Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to
have been liable to the Fund or its Partners by reason
of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of such Covered Person's office.

(3) Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive
of or affect any other rights to which any such Covered
Person may be entitled. As used in this Section V, the
term "Covered Person" shall include such person's
heirs, executors and administrators, and a
"disinterested person" is a person against whom none of
the actions, suits or other proceedings in question or
another action, suit or other proceeding on the same or
similar grounds is then or has been pending. Nothing
contained in this Section shall affect any rights to
indemnification to which personnel of the Fund, other
than General Partners and officers, and other persons
may be entitled by contract or otherwise under law, nor
the power of the Fund to purchase and maintain
liability insurance on behalf of such person.

VI. LIMITED PARTNERS.

(a) Identity, Number and Contributions. The name and
address of the Initial Limited Partner and the number of Shares
owned by him are set forth in Schedule "A" to this Agreement and
are incorporated herein by this reference. Additional Limited
Partners may be admitted and Shares may be sold to Limited
Partners in accordance with procedures established by the
Managing General Partners. No consent of any Limited Partners
shall be required in connection therewith. Any investor who
purchases Shares irrespective of whether he executed an Account
Application or any other document related hereto, will be deemed
to be a Limited Partner of the Fund and to have consented to and
to be bound by the terms and conditions of this Agreement and
Power of Attorney.

(b) No Power to Control Business. A Limited Partner
shall have no right to and shall take no part in the control of
the Fund's business and shall have no right or authority to act
for or bind the Fund, but may exercise the rights and powers of
a Limited Partner under this Agreement and the Partnership Act.

(c) Voting Rights of Limited Partners. Under the
circumstances provided in this Agreement or by the 1940 Act, the
Limited Partners shall have the right to vote on the following
material matters relating to the business of the Fund, which
vote shall in any case be taken at a meeting of the Partners
called and held pursuant to the provisions of Section X hereof:

(1) The election of Managing General Partners of
the Fund when so required pursuant to Section V(j);

(2) The approval or termination of investment
advisory or underwriting contracts (which may be with
the Non-Managing General Partner or an affiliate of the
Non-Managing General Partner);

(3) The approval of auditors for the Fund; and

(4) Any other matters that the 1940 Act requires
be approved by the Partners of the Fund.

The Limited Partners shall have no right or power to
cause the termination and dissolution of the Fund except as set
forth in the Agreement. No Limited Partner shall have the right
to bring an action for partition against the Fund.

(d) Limitation of Limited Partners' Liability. No
Limited Partner shall be liable for the debts or obligations of
the Fund; provided, however, that the contribution of a Limited
Partner shall be subject to the risks of the business of the
Fund and subject to the claims of the Fund's creditors, and
provided further that, after any Limited Partner has received
the return of any part of his contribution, he will be liable to
the Fund to the extent required by the Partnership Act.

(e) Additional Contributions of Limited Partners;
Assessments. No Limited Partner shall be required to make any
contributions to the Fund other than the purchase price of his
Share(s) as determined under Section IV(e) hereof, and no
Limited Partner shall be required to lend monies to the Fund.
No holder of any Share shall be subject to additional
assessments on or in respect of such Share.

(f) Death of a Limited Partner. The death of a
Limited Partner shall not dissolve or terminate the Fund. In
the event of such death, the personal representative of the
deceased Limited Partner shall have the right to be substituted
as a Limited Partner only in accordance with the provisions of
Section IX(c), but shall have the right to have the Fund redeem
his Shares in accordance with Section XI hereof.

VII. ALLOCATION AND DISTRIBUTION OF PROFITS AND LOSSES.

(a) Allocation of Fund Income, Gains, Losses,
Deductions and Credits Among the Partners. The Managing General
Partners, an agent or delegate of the Fund or the Non-Managing
General Partner shall at all times maintain or cause to be
maintained a record of the outstanding Shares including the
names, addresses and number of Shares held by each holder of
Shares. Fund income, gains, losses, deductions and credits
shall be allocated equally among the outstanding Shares of the
Fund. A holder of a Share shall be allocated the proportionate
part of such items actually realized by the Fund during the
specific days of the taxable year in which such Share was owned
by such holder. A person shall be deemed to be a holder of a
Share on a specific day if he is the record holder of such Share
on such day.

(b) Distributions. The Managing General Partners
shall determine, in their discretion, the amounts to be
distributed to the holders of Shares and the time or times when
such distributions shall be made. Such amounts shall be
distributed equally among the outstanding Shares of the Fund.

The Managing General Partners will distribute income,
exclusive of capital gains, at least as often as annually to the
holders of Shares. For this purpose, a person will be deemed to
be a holder of a Share if he is the record holder of the Share
on the record date established for the payment of distributions.

Such income distributions shall be made in Shares
except to those Partners who have properly elected to receive
their distributions in cash in the manner set forth in the
Fund's then current Prospectus.

With respect to capital gains, the Managing General
Partners will determine what portion, if any, of the Fund's
capital gain will be distributed. Any such distribution shall
be made in Shares except to those Partners who have properly
elected to receive their distributions in cash as set forth in
the Fund's then current Prospectus.

(c) Fiscal Year. The fiscal year of the Fund shall be
the calendar year for financial reporting and for Federal income
tax purposes.

VIII. RECORDS, STATEMENTS AND INCOME TAX INFORMATION.

(a) Records and Accounting. At all times during the
continuance of the Fund, books of account, which shall be
adequate and appropriate for the Fund's business, shall be kept.
Such books and records shall be kept on a basis consistent with
the accounting methods followed by the Fund for Federal income
tax purposes and, where deemed appropriate, in accordance with
generally accepted accounting principles and procedures applied
in a consistent manner. Such books and records shall include
such separate and additional accounts for each holder of Shares
as shall be necessary to reflect accurately the rights and
interests of the respective holder of Shares and shall
specifically reflect the name and address of each Partner and
each other holder of Shares and the number of Shares held by
each for the purpose of determining recipients of distributions
and notices. The Fund shall make its books and records
available to Limited Partners, upon five days' notice, for any
proper partnership purpose provided for under the Partnership
Act; however, the Managing General Partners reserve the right to
request a statement of the purposes for which the examination is
being requested.

(b) Income Tax Information. As soon as practicable
after the end of the Fund's fiscal year, the Fund will send to
each person who held a Share of the Fund during such fiscal year
all information necessary for the preparation of his Federal
income tax return.

IX. PROHIBITION OF ASSIGNMENT OF SHARES OF LIMITED
PARTNERSHIP INTEREST.

(a) Prohibition of Assignment. Except as otherwise
provided in this Section IX, no Limited Partner or holder of
Shares shall have the right to sell, assign, pledge, hypothecate
or otherwise transfer or encumber (collectively "transfer") all
or any part of his Shares except with the prior consent of the
Managing General Partners, which consent may be withheld in the
Managing General Partners' sole discretion. Any transfer in
violation of this Section IX shall be void and shall not be
recognized by the Fund for any purpose. In the case of a
transfer (other than as set forth in subsections (b) and (c))
approved by the Managing General Partners, the transferee shall
be admitted as a substituted Limited Partner upon his execution
of an account application and Power of Attorney in form
satisfactory to the Managing General Partners and upon the
satisfaction of such other conditions as may be specified by the
Managing General Partners. If a permitted transferee is not
admitted as a successor Limited Partner, such transferee shall
become a holder of record of the subject Shares and shall be
entitled to redeem such Shares in accordance with the provisions
of Section XI hereof and to receive distributions in respect of
such Shares as herein provided, but otherwise shall have none of
the rights or obligations of a Limited Partner (including the
right to vote on any matter or to inspect the books and records
of the Partnership).

(b) Pledge of Shares. A Limited Partner may pledge
his Shares as collateral to a securities broker, bank or
financial industry professional if in the case of any proposed
pledge the Limited Partner gives the Fund prior written notice
that such pledge is to be made. In the event that any person
who is holding Shares as collateral becomes the owner thereof
due to foreclosure or otherwise, such person shall not have the
right to be substituted as a Limited Partner without (i) the
consent of the Managing General Partners and, (ii) if such
consent is given, the execution of an account application and
Power of Attorney in form satisfactory to the Managing General
Partners and satisfaction of such other conditions as may be
specified by the Managing General Partners. If a pledgee who
has become the owner of Shares is not admitted as a substituted
Limited Partner then, upon receipt by the Fund of evidence
satisfactory to the Managing General Partners of his ownership
of Shares, the pledgee shall become a holder of record of the
subject Shares (and his name shall be recorded on the books and
records of the Fund maintained for such purpose) and shall
thereafter have the same rights as specified in Section IX(a)
with respect to a permitted transferee who is not admitted as a
substituted Limited Partner. Notwithstanding the foregoing, if
a pledgee who has become the owner of Shares is not admitted as
a substituted Limited Partner and fails to redeem his Shares
within 90 days after the date he became the holder of record of
the subject Shares, the Fund shall have the right to
involuntarily redeem such pledgee's Shares and, if it does so,
shall remit the proceeds to such pledgee.

(c) Death, Incompetency or Termination of Existence of
a Limited Partner. In the event of the death or incompetency of
a Limited Partner (or, in the case of a Limited Partner that is
a corporation, association, partnership, joint venture, trust or
other entity, the merger, dissolution or other termination of
existence of such Limited Partner) the successor in interest of
such Limited Partner shall not have the right to be substituted
as a Limited Partner without (i) the consent of the Managing
General Partners and, (ii) if such consent is given, the
execution of an account application and Power of Attorney in
form satisfactory to the Managing General Partners and the
satisfaction of such other conditions as may be specified by the
Managing General Partners. If such successor in interest is not
admitted as a substituted Limited Partner then, upon receipt by
the Fund of evidence satisfactory to the Managing General
Partners of his right to succeed to the interests of the
deceased or incompetent Limited Partner, such successor shall
become a holder of record of the subject Shares (and his name
shall be recorded on the books and records of the Fund
maintained for such purpose) and shall thereafter have the same
rights as specified in Section IX(a) with respect to a permitted
transferee who is not admitted as a substituted Limited Partner
and, as applicable, the rights specified in Section VI(f)
hereof. Notwithstanding the foregoing, if a successor in
interest is not admitted as a substituted Limited Partner and
fails to redeem his Shares within 90 days after the date he
became the holder of record of the subject Shares, the Fund
shall have the right to involuntarily redeem such successor in
interest's Shares and, if it does so, shall remit the proceeds
to such successor in interest.

X. MEETING OF THE PARTNERS.

(a) Meetings of the Managing General Partners.

(1) Regular Meetings. Regular meetings of the
Managing General Partners may be held without call or
notice at such places and at such times as the Managing
General Partners from time to time may determine,
provided that notice of the first regular meeting
following any such determination shall be given to
absent Managing General Partners.

(2) Special Meetings. Special meetings of the
Managing General Partners may be held at any time and
at any place designated in the call of the meeting when
called by any Managing General Partner, sufficient
notice thereof being given to each Managing General
Partner by the Managing General Partner calling the
meeting.

(3) Notice of Special Meetings. It shall be
sufficient notice to a Managing General Partner of a
special meeting to send notice by mail at least forty-
eight hours or by telegram at least twenty-four hours
before the meeting addressed to the Managing General
Partner at his or her usual or last known business or
residence address or to give notice to him or her in
person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be
given to any Managing General Partner if a written
waiver of notice, executed by him or her before or
after the meeting, is filed with the records of the
meeting, or to any Managing General Partner who attends
the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither
notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.

(b) Meetings of All Partners.

(1) Time. Meetings of all Partners shall be held
on the date fixed, from time to time, by the Managing
General Partners for the transaction of such business
as may be presented to the meeting and upon which
Partners have the right to vote hereunder.

(2) Place. Meetings shall be held at such place,
either within the State of Delaware or at such other
place within the United States, as the Managing General
Partners from time to time may fix.

(3) Call. Meetings may be called by the Managing
General Partners and shall be called whenever the
holders of Shares entitled to at least thirty percent
of all the votes entitled to be cast at such meeting
shall make a duly authorized request that such meeting
be called. Notwithstanding any other provision of this
Agreement, Partners who are the holders of at least 10%
of all outstanding Shares shall have the power to
direct the Managing General Partners to call a meeting
of Partners for the purpose of voting on the removal of
any Managing General Partner.

(4) Notice or Actual or Constructive Waiver of
Notice. Written or printed notice of all meetings
shall be given and shall state the time and place of
the meeting. The notice of a meeting shall state in
all instances the purpose or purposes for which the
meeting is called. Written or printed notice of any
meeting shall be given to each Partner of record as of
the record date fixed by the Managing General Partners
for determining Partners entitled to vote either by
mail at his address appearing on the books of the Fund
or the address supplied by him for the purpose of
notice, or by presenting it to him personally or by
leaving it at his residence or usual place of business
not less than ten days and not more than ninety days
before the date of the meeting. If mailed, notice
shall be deemed to be given when deposited in the
United States mail with postage thereon prepaid.
Whenever any notice of the time, place or purpose of
any meeting of Partners is required to be given, a
waiver thereof in writing, signed by the Partner and
filed with the records of the meeting, whether before
or after the holding thereof, or actual attendance or
representation at the meeting shall be deemed
equivalent to the giving of such notice to such
Partner.

(5) Conduct of Meeting. Meetings of the Partners
shall be presided over by a chairman to be chosen by
the Managing General Partners. The chairman of the
meeting shall appoint a secretary of the meeting.

(6) Proxy Representation. Every Partner may
authorize another person or persons to act for him by
proxy in all matters in which a Partner is entitled to
participate, whether for the purposes of determining
his presence at a meeting, waiving notice of any
meeting, voting or participating at a meeting,
expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by
the Partner or by his duly authorized attorney-in-fact
and filed with the Fund. No unrevoked proxy shall be
valid after eleven months from the date of its
execution, unless a longer time is expressly provided
therein.

(7) Inspectors of Election. The Managing General
Partners, in advance of any meeting, may, but need not,
appoint one or more inspectors to act at the meeting or
any adjournment thereof. If an inspector or inspectors
are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by
appointment made by the Managing General Partners in
advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before
entering upon the discharge of his duties, shall take
and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors,
if any, shall determine the number of shares
outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum
and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with
the right to vote, count and tabulate all votes,
ballots or consents, determine the result and do such
acts as are proper to conduct the election or vote with
fairness to all Partners. On request of the person
presiding at the meeting or any Partner, the inspector
or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by
him or them.

(8) Voting. Each Share shall entitle the holder
who is a Partner to one vote per Share, except in the
election of Managing General Partners, at which each
said vote may be cast for as many persons as there are
Managing General Partners to be elected. Except for
election of Managing General Partners and as provided
below in Section XII(b)(5), a majority of the votes
cast at a meeting of Partners, duly called and at which
a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before
a meeting, unless more than a majority of votes cast is
required by this Agreement. A plurality of all the
votes cast at a meeting at which a quorum is present
shall be sufficient to elect a Managing General
Partner.

(9) Quorum. Except where a greater number is
required under the terms of this Agreement or the 1940
Act, a quorum shall consist of one third of the Shares
entitled to vote at a meeting, whether present in
person or represented by proxy.

(10) Informal Action. Any action required or
permitted to be taken at a meeting of Partners may be
taken without a meeting if a consent in writing,
setting forth such action, is signed by the holders of
a majority of the Shares entitled to vote on the sub-
ject matter thereof.

XI. RETURN OF CONTRIBUTIONS AND WITHDRAWAL OF PARTNERS.

(a) Redemption of Shares of Partnership Interest and
Return of Contributions. Except as otherwise provided herein,
any holder of Shares may redeem all or any portion of his Shares
at their net asset value next determined after receipt of a
written request for redemption in proper form. In addition, the
Managing General Partners may involuntarily redeem any holder of
Shares whose investments fall below a specified minimum level
established by the Managing General Partners and set forth in
the then current Prospectus or who fail to execute the
appropriate documentation required from time to time by the
Managing General Partners.

A request for redemption shall be deemed in proper form
if it is accompanied by certificates for the Shares (if
certificates have been issued) and, if required by the Managing
General Partners, a transfer power or other instrument
designated by the Managing General Partners signed by the
holder(s) of record exactly as the Shares are registered with
signature(s) guaranteed by such organizations or institutions as
the Managing General Partners deem acceptable. The request
shall specify the number of Shares to be redeemed and identify
the holder's account number. Further documentation may be
required by the Managing General Partners if the request for
redemption is made by a party other than an individual or
someone other than the holder of record of the Shares.

The Managing General Partners reserve the right in
their complete discretion to redeem Shares in whole or in part
either in cash or by the distribution of one or more portfolio
securities in kind. For this purpose portfolio securities
distributed in kind shall be valued at their fair value as
determined for purposes of computing the redemption price.

The Managing General Partners may suspend redemptions
and defer payment of the redemption price during any period that
the determination of net asset value is suspended pursuant to
Section IV.

Notwithstanding the foregoing, no Partner shall be
entitled to receive the return of any part of the contribution
with respect to his Shares unless all liabilities of the Fund,
except obligations to General Partners and to Limited Partners
on account of their contributions, have been paid or there
remains property of the Fund sufficient to pay them.

Any distribution to a Partner upon redemption pursuant
to this Section XI(a) shall constitute a return in full of the
redeeming Partner's capital contribution attributable to the
Shares which are redeemed regardless of the amount distributed
with respect to such Shares. No consent of any of the Partners
shall be required for the redemption of any Shares or return of
the Partner's contribution.

The Managing General Partners may, but need not, cause
this Agreement to be amended to reflect the withdrawal of any
Partner or the return, in whole or in part, of the contribution
of any Partner.

(b) Partial Returns of Contributions. Except upon
dissolution of the Fund or as provided in Section XI(a) hereof,
no Partner has the right to redeem his shares or demand the
return of any part of the contribution with respect to his
Shares. The Managing General Partners may, however, from time
to time, elect to make partial returns of contributions to
Partners provided that:

(1) all liabilities of the Fund to persons other
than Partners have been paid or, in the judgment of the
Managing General Partners, there remains property of
the Fund sufficient to pay them; and

(2) the consent, express or implied, of all
Partners is obtained.

For purposes of the foregoing provisions, the condition
of subpart (2) shall be deemed to have been satisfied if such
distribution is made pro rata to the holders of Shares based
upon the number of Shares held by each such holder. Each
Limited Partner, by becoming a Limited Partner, consents to any
such pro rata distribution theretofore or thereafter made in
accordance with such provisions. Each General Partner, by
becoming a General Partner, consents to any such pro rata
distribution theretofore or thereafter made, authorized in
accordance herewith. In the event subparts (1) and (2) of the
foregoing provisions are satisfied, the Managing General
Partners may, but need not, cause an appropriate amendment to
this Agreement to be executed.

XII. DISSOLUTION AND WINDING UP OF THE FUND.

(a) Term. The term of the Fund shall be deemed to
commence on the date of initial filing of the Certificate of
Limited Partnership in the Office of the Secretary of State of
Delaware, and shall expire on December 31, 2025, on which date
it shall be dissolved, unless sooner dissolved as hereinafter
provided.

(b) Dissolution of the Fund. The affairs of the Fund
shall be wound up and the Fund dissolved prior to the date of
termination specified above, upon the happening of any of the
following events:

(1) The Fund disposes of all, or substantially
all, of its assets;

(2) The Partners who are holders of a majority of
the then outstanding Shares, at a meeting called for
the purpose, determine that the Fund should be
dissolved;

(3) The Managing General Partners determine by
majority vote that the Fund should be dissolved;

(4) A Managing General Partner resigns, is
removed, dies, becomes bankrupt, becomes incapacitated
or retires, unless the remaining Managing General
Partners elect to continue the business of the Fund.
If the remaining Managing General Partners so elect to
continue the business of the Fund, they may, but need
not, file an appropriate amendment to this Agreement
within 90 days after the event giving rise to such
election; or

(5) The Partners, at a meeting called by the Non-
Managing General Partner in accordance with the
provisions of Section V(c), fail to elect one or more
successor Managing General Partners to continue the
business and operations of the Fund.

(c) Continuation of the Partnership Following
Withdrawal of All General Partners. Notwithstanding the
provisions of Section XII(b) hereof, in the event of the
retirement, death, dissolution, bankruptcy, insanity, removal or
other withdrawal of all General Partners, the Fund shall not be
dissolved if, within 90 days following the date of withdrawal of
the last remaining General Partner, all Partners agree in
writing to continue the business of the Fund and to the
appointment, effective as of the date of withdrawal of the last
acting General Partner, of one or more successor Managing
General Partners and, if desired, a successor Non-Managing
General Partner.

XIII. DISTRIBUTION ON DISSOLUTION.

(a) Winding Up. Upon the dissolution of the Fund the
Managing General Partners or a liquidator appointed by the
Managing General Partners, or, if no Managing General Partners
remain, a liquidator appointed by the Non-Managing General
Partner shall proceed to wind up the affairs of the Fund and to
liquidate its assets. The holders of Shares shall continue to
share profits and losses during dissolution in the same manner
as before dissolution. The proceeds from the liquidation of the
Fund's assets, after paying or providing for the payment of all
liabilities of the Fund and costs of dissolution, shall be
distributed, to the extent permitted by the Partnership Act, pro
rata among the holders of the Shares of the Fund in proportion
to the number of Shares held. Notwithstanding the foregoing,
upon the dissolution and termination of the Fund the General
Partners will contribute to the Fund an amount equal to the
lesser of (i) the deficit balances, if any, in their capital
accounts or (ii) the excess of 1.01 percent of the total capital
contributions of the Limited Partners at the time of dissolution
of the Fund over the capital previously contributed by the
General Partners.

(b) Accountants' Statement. Each of the Partners
shall be furnished with a statement prepared by the Fund's
accountants which shall set forth the assets and liabilities of
the Fund as at the date of complete liquidation. When the
Managing General Partners have complied with the foregoing
distribution plan, the Limited Partners shall cease to be such,
and the Managing General Partners shall execute, acknowledge and
cause to be filed a Certificate of Cancellation of the Fund.

(c) Gains or Losses in Process of Liquidation. Any
gain or loss on disposition of Fund properties in the process of
liquidation shall be credited or charged equally among the
outstanding Shares. Any property distributed in kind in the
liquidation shall be valued and treated as though the property
were sold and the cash proceeds were distributed.

XIV. FUND DOCUMENTATION; AMENDMENT OF AGREEMENT;
POWER OF ATTORNEY.

(a) Agreement and Other Documentation. The Managing
General Partners will cause the Certificate under the
Partnership Act to be filed and recorded in accordance with the
Partnership Act in the Office of the Secretary of State of
Delaware, and, to the extent believed required by local law, in
the appropriate place in each state in which the Fund may
hereafter establish a place of business. The Managing General
Partners shall also cause to be filed, recorded and published
such statements of fictitious business name and other notices,
certificates, statements or other instruments required by the
provisions of any applicable law of the United States or any
state or other jurisdiction which governs the formation of the
Fund or the conduct of its business from time to time.

(b) Amendment of Certificate. The Certificate shall
be amended upon the occurrence of any event requiring amendment
under the Partnership Act.

(c) Amendment of This Agreement. Except as otherwise
required by this Agreement, the Partnership Act or the 1940 Act,
the Managing General Partners may amend this Agreement with
respect to all matters contained herein. If any amendment
requires the vote of the Partners, as specified herein, under
the Partnership Act or under the 1940 Act, upon the prior
affirmative vote of the Managing General Partners, such
amendment shall be voted upon as provided for in Section X
hereof. Such amendments and actions have the same force and
effect as if they had received the unanimous approval of the
Partners, and any non-consenting Partner will be thereby bound.
Notwithstanding the foregoing, no such amendment shall affect
the limited liability of the Limited Partners. This Agreement
need not be amended upon the admission or withdrawal of any
Limited Partners.

(d) Power of Attorney. Each of the Limited Partners
by virtue of his investment and without the necessity of
executing any documentation, hereby makes, constitutes and
appoints each person or party who shall then be serving as a
General Partner his true and lawful attorney, for him and in his
name, place and stead with full power of substitution, to
execute, acknowledge, make, swear to, verify, deliver, record,
file and/or publish: (a) this Agreement; (b) any Certificate of
Limited Partnership, and amendments to any such Certificate of
Limited Partnership; (c) any amendment to this Agreement or any
other document to reflect any action of the Partners provided
for in this Agreement whether or not such Limited Partner voted
in favor of or otherwise consented to such action; and (d) any
other instrument, certificate or document, provided such
instrument, certificate or document is consistent with the terms
of this Agreement as then in effect.

Each Limited Partner acknowledges and agrees that the
terms of this Agreement permit certain amendments of this
Agreement to be effected and certain other actions to be taken
or omitted by or with respect to the Fund, in each case with the
approval of less than all the Partners, provided that the
holders of a specified percentage of the Shares held by the
Partners shall have voted in favor of or otherwise consented to
such action or the Managing General Partners have so consented.
Each Partner is fully aware that he and each other Partner have
granted this power of attorney, and that all Partners will rely
on the effectiveness of such powers with a view to the orderly
administration of the Fund's affairs.

The foregoing grant of authority (i) is a special power
of attorney coupled with an interest in favor of the General
Partners and as such shall be irrevocable and shall survive the
death or insanity (or, in the case of a Limited Partner that is
a corporation, association, partnership, joint venture, trust or
other entity, shall survive the merger, dissolution or other
termination of the existence) of the Limited Partner, (ii) may
be exercised for the Limited Partner by a facsimile signature of
any General Partner of the Fund or by listing all the Limited
Partners, including such Limited Partner, or stating that all
Limited Partners, while not specifically named, are executing
any instrument with a single signature or facsimile of any
General Partner acting as attorney-in-fact for all of them, and
(iii) shall survive the redemption by the Limited Partner of all
or any portion of his Shares.

(e) Power of Attorney by Additional Limited Partners.
A similar power of attorney may be one of the instruments which
the General Partners, under Section IX hereof, shall require an
additional Limited Partner to execute as a condition of his
admission. Such power of attorney may be set forth on checks or
other instructions distributed by the Fund to holders of Shares
of the Fund from time to time.

(f) Technical Amendments. No vote, approval or other
consent shall be required of the Partners to amend this
Agreement or the Certificate in any of the following respects:
(i) to reflect any change in the amount or character of the
contribution of any Limited Partner or General Partner; (ii) to
substitute or delete a Limited Partner; (iii) to admit any
additional Limited Partner; (iv) to reflect the retirement,
resignation, death, insanity or other withdrawal of a Managing
General Partner; (v) to reflect the election of new Managing
General Partners; (vi) to reflect the termination of the status
of a Non-Managing General Partner as a General Partner; or
(vii) to correct any false or erroneous statement, or to make a
change in any statement in order that such statement shall
accurately represent the agreement among the General and Limited
Partners, in this Agreement. Any amendment reflecting the
determination of the remaining General Partners to continue the
business of the Fund upon the retirement, withdrawal, death,
dissolution, bankruptcy, insanity or removal of a General
Partner need be signed only by or on behalf of any one remaining
Managing General Partner. The execution of any such amendment
on behalf of a Partner may be effected by his attorney-in-fact.

XV. MISCELLANEOUS MATTERS.

(a) Independent Activities. Each Partner reserves the
right to conduct activities similar to those conducted by the
Fund.

(b) Interested Partners. The fact that a General
Partner or one or more of the Limited Partners is directly or
indirectly interested in or connected with any company or person
with which or with whom the Fund may have dealings, including,
but not limited to, any company which renders investment
advisory, share transfer or related services, shall not preclude
such dealings or make them void or voidable, and the Fund or any
of the Partners shall not have any rights in or to such dealings
or any profits derived therefrom except any such rights as may
inure under the 1940 Act.

(1) No election shall be made by any Partner to
be excluded from the application of the provisions of
Subchapter K of the Internal Revenue Code, or from any
similar provisions of state laws, and no such election
shall be made by the Fund.

(2) In the event of the transfer of a Partner's
Shares, or the death of a Partner, or the distribution
of any Fund property to any Partner, the Managing
General Partners, on behalf of the Fund, may, at their
option, file an election, in accordance with applicable
Treasury Regulations, to cause the basis of the Fund's
property to be adjusted for Federal income tax purposes
as provided in Sections 734, 743 and 754 of the
Internal Revenue Code, as then in effect.

(d) Insurance. The Managing General Partners shall
procure and maintain insurance concerning the Fund's activities
in an amount and covering such risks as may be appropriate in
the judgment of the Managing General Partners.

(e) Limitation of Liability. In connection with
entering into any contract, loan agreement, instrument or other
document on behalf of the Fund with a third party, the Managing
General Partners shall have the absolute right to include
therein provisions to the effect that such contract, loan
agreement, instrument or other document constitutes a
nonrecourse obligation of the Fund only and that the Managing
General Partners shall have no liability thereon or thereunder,
and in any such case such third persons contracting with,
extending credit to or having claims against the Fund shall look
only to the assets of the Fund for payment, and neither the
Partners, nor the Fund's officers, employees, agents or
delegates, whether past, present or future, shall be personally
liable therefor.

(f) Notices. All notices required or permitted to be
given under this Agreement shall be in writing and shall be
given to the parties at the addresses set forth on Schedule "A"
to this Agreement or the most recent address provided by any
holder of Shares and to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or at such other address as any
of the parties may hereafter specify in writing to the Fund.

(g) Captions. Paragraph titles or captions contained
in this Agreement are inserted only as a matter of convenience
and for reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any
provisions hereof.

(h) Variations in Pronouns. All pronouns and any
variations thereof shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or
persons may require.

(i) Binding Agreement. This Agreement shall be
binding on all of the parties hereto, notwithstanding that all
of the parties have not executed the same.

(j) Benefit. Except as herein otherwise provided to
the contrary, this Agreement shall be binding upon and inure to
the benefit of the parties signatory hereto, and their
respective heirs, executors, guardians, representatives,
successors and assigns.

(k) Nonrecourse Creditors. No creditor making a
nonrecourse loan to the Fund shall, by reason thereof, acquire
any direct or indirect interest in the profits, capital or
property of the Fund other than as a secured creditor.

(l) Agent for Service of Process. The Managing
General Partners shall take whatever action is necessary to
designate an agent in Delaware upon whom service of process upon
the Fund may lawfully be made.

(m) Principles of Construction; Severability. This
Agreement shall be construed to the maximum extent possible to
comply with all the provisions of the 1940 Act and the
Partnership Act. If, nevertheless, it shall be determined by a
court of competent jurisdiction that any provision or wording of
this Agreement shall be invalid or unenforceable under the 1940
Act, the Partnership Act or other applicable law, such
invalidity or unenforceability shall not invalidate the entire
Agreement. In that case, this Agreement shall be construed so
as to limit any term or provision so as to make it enforceable
or valid within the requirements of such law, and, in the event
such term or provision cannot be so limited, this Agreement
shall be construed to omit such invalid or unenforceable
provision.

(n) Delaware Law. It is the intention of the parties
that the internal laws of the State of Delaware shall govern the
validity of this Agreement, the construction of its terms and
the interpretation of the rights and duties of the parties.

(o) Integrated Agreement. This Agreement constitutes
the entire understanding and agreement among the parties hereto
with respect to the subject matter hereof, and, except for any
other written agreements and representations which the Managing
General Partners may require of the Partners, there are no other
agreements, understandings, restrictions, representations or
warranties among the parties other than those set forth herein.

DREYFUS PARTNERSHIP MANAGEMENT, INC.

By: /s/ Joseph S. DiMartino June 29, 1992

/s/David P. Feldman June 29, 1992
David P. Feldman, Managing General Partner

/s/Eugene McCarthy June 29, 1992
Eugene McCarthy, Managing General Partner

/s/ Daniel Rose June 29, 1992
Daniel Rose, Managing General Partner

/s/Salvatore Saraceno June 29, 1992
Salvatore Saraceno, Managing General Partner

/s/Howard Stein June 29, 1992
Howard Stein, Managing General Partner

/s/ Sander Vanocur June 29, 1992
Sander Vanocur, Managing General Partner

/s/Rex Wilder June 29, 1992
Rex Wilder, Managing General Partner

LIMITED PARTNERS

By: /s/Howard Stein June 29, 1992
Howard Stein, Attorney-in-fact

SCHEDULE A

MANAGING GENERAL PARTNER Contribution Number of Shares

Howard Stein $ 15.00 1
200 Park Avenue
New York, New York 10166

NON-MANAGING GENERAL PARTNER

Dreyfus Partnership $ 1,015.00 67
Management, Inc.
200 Park Avenue
New York, New York 10166

INITIAL LIMITED PARTNER

Daniel C. Maclean $ 15.00 1

TAX MATTERS PARTNER

Howard Stein
200 Park Avenue
New York, New York 10166