DREYFUS DISCIPLINED EQUITY INCOME FUND
485BPOS, 1996-09-13
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                                                             File No. 811-5270

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [ X ]

     Pre-Effective Amendment No.                                       [  ]

     Post-Effective Amendment No. 49                                   [ X ]

                                    and/or

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

     Amendment No. 49                                                  [ X ]

                       (Check appropriate box or boxes.)

                        THE DREYFUS/LAUREL FUNDS, INC.
              ___________________________________________________
              (Exact Name of Registrant as Specified in Charter)

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

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

                               John E. Pelletier
                                   Secretary
                        The Dreyfus/Laurel Funds, Inc.
                                Municipal Funds
                                200 Park Avenue
                           New York, New York 10166
                    (Name and Address of Agent for Service)

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

      X    immediately upon filing pursuant to paragraph (b)
     ----
           on     (date)      pursuant to paragraph (b)
     ----
           60 days after filing pursuant to paragraph (a)(i)
     ----
           on     (date)      pursuant to paragraph (a)(i)
     ----
           75 days after filing pursuant to paragraph (a)(ii)
     ----
           on     (date)      pursuant to paragraph (a)(ii) of Rule 485
     ---- If appropriate, check the following box:

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

     Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940, Registrant's Rule 24f-2 Notice for fiscal
year ended October 31, 1995 was filed on or about December 28, 1996.

                              PREMIER BALANCED FUND
                       PREMIER LIMITED TERM INCOME FUND
                       PREMIER SMALL COMPANY STOCK FUND
                        DREYFUS DISCIPLINED STOCK FUND
                    DREYFUS DISCIPLINED MIDCAP STOCK FUND
                    DREYFUS DISCIPLINED EQUITY INCOME FUND
                        DREYFUS BOND MARKET INDEX FUND
                 DREYFUS INTERNATIONAL EQUITY ALLOCATION FUND
                  DREYFUS DISCIPLINED INTERMEDIATE BOND FUND
                        DREYFUS MONEY MARKET RESERVES
                         DREYFUS MUNICIPAL RESERVES
                       DREYFUS U.S. TREASURY RESERVES
                 Cross-Reference Sheet Pursuant to Rule 495(a)
           ________________________________________________________

Items in
Part A of                                     Prospectus
Form N-1A       Caption                       Caption
________        _______                       __________

   1            Cover Page                    Cover Page
                                              Expense Summary

   2            Synopsis                      Expense Summary

   3            Condensed Financial           Financial Highlights
                Information

   4            General Description of        Investment Objective and
                Registrant                    Policies; Further
                                              Information About The Fund

   5            Management of the Fund        Further Information About
                                              The Funds; Management

   5(a)         Management's Discussion       Management's Discussion
                of Fund's Performance         of Fund's Performance

   6            Capital Stock and             Cover Page; Investor
                Other Securities              Line; Distribution; Taxes;

   7            Purchase of Securities        Expense Summary;
                Being Offered                 Alternative Purchase Methods;
                                              Special Shareholder Services;
                                              How to invest in The
                                              Dreyfus/Laurel Funds;
                                              Distribution and Service Plans;
                                              How to Exchange your Investment
                                              From One Fund to Another;

   8            Redemption or                 How to Redeem Shares
                Repurchase

   9            Pending Legal                 N.A.
                Proceedings

                              PREMIER BALANCED FUND
                       PREMIER LIMITED TERM INCOME FUND
                       PREMIER SMALL COMPANY STOCK FUND
                        DREYFUS DISCIPLINED STOCK FUND
                    DREYFUS DISCIPLINED MIDCAP STOCK FUND
                    DREYFUS DISCIPLINED EQUITY INCOME FUND
                        DREYFUS BOND MARKET INDEX FUND
                 DREYFUS INTERNATIONAL EQUITY ALLOCATION FUND
                  DREYFUS DISCIPLINED INTERMEDIATE BOND FUND
                        DREYFUS MONEY MARKET RESERVES
                         DREYFUS MUNICIPAL RESERVES
                       DREYFUS U.S. TREASURY RESERVES
           Cross-Reference Sheet Pursuant to Rule 495(a) (Continued)
           ________________________________________________________

Items in
Part B of                                     Statement of Additional
Form N-1A                                     Information Caption
- ---------

   10           Cover Page                    Cover

   11           Table of Contents             Table of Contents

   12           General Information           Management of the Trust
                and History

   13           Investment Objectives         Investment Policies
                and Policies

   14           Management of the Fund        Management of the Trust;
                                              Trustees and Officers of the
                                              Trust

   15           Control Persons and           Management of the Trust;
                Principal Holders of
                Securities

   16           Investment Advisory           Management of the Trust;
                and Other Services            Investment Manager;
                                              Shareholder Services

   17           Brokerage Allocation          Investment Policies
                and Other Practices           Portfolio Transactions

   18           Capital Stock and             Description of the Trust;
                Other Securities              See Prospectus -- "Cover Page";
                                              "How to Redeem Fund Shares";
                                              "Further Information About The
                                              Funds; The Dreyfus/Laurel Tax
                                              Free Municipal Funds"

   19           Purchase, Redemption          Purchase of Shares;
                and Pricing of                Distribuion and Service Plans;
                Securities Being Offered      Redemption of Shares;
                                              Valuation of Shares

   20           Tax Status                    Taxes

   21           Underwriters                  Purchase of Shares;
                                              Distribution and Service Plans;
                                              Amounts Expended

                             PREMIER BALANCED FUND
                       PREMIER LIMITED TERM INCOME FUND
                       PREMIER SMALL COMPANY STOCK FUND
                        DREYFUS DISCIPLINED STOCK FUND
                    DREYFUS DISCIPLINED MIDCAP STOCK FUND
                    DREYFUS DISCIPLINED EQUITY INCOME FUND
                        DREYFUS BOND MARKET INDEX FUND
                 DREYFUS INTERNATIONAL EQUITY ALLOCATION FUND
                  DREYFUS DISCIPLINED INTERMEDIATE BOND FUND
                        DREYFUS MONEY MARKET RESERVES
                         DREYFUS MUNICIPAL RESERVES
                       DREYFUS U.S. TREASURY RESERVES
           Cross-Reference Sheet Pursuant to Rule 495(a) (Continued)
            _______________________________________________________

Items in
Part C of
Form N-1A
_________

   22           Calculation of                     Performance Data
                Performance Data
   23           Financial Statements               Financial Statements

   24           Financial Statements and Exhibits            C-1

   25           Persons Controlled by or Under               C-4
                Common Control with Registrant

   26           Number of Holders of Securities              C-4

   27           Indemnification                              C-4

   28           Business and Other Connections of            C-4
                Investment Adviser

   29           Principal Underwriters                       C-12

   30           Location of Accounts and Records             C-15

   31           Management Services                          C-15

   32           Undertakings                                 C-15


                       THE DREYFUS/LAUREL FUNDS, INC.
                     (formerly, The Laurel Funds, Inc.)

                                   PART C
                              OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

     (a)  Financial Statements:

     Included in Part A:

          Financial Highlights for each of the periods indicated.

     Included in Part B:

          The following are incorporated by reference to the Registrant's
          Annual Reports to Shareholders for the period ended October 31,
          1995 filed on January 10, 1996.

     - Report of Independent Auditors

     - Portfolio of Investments

     - Statements of Assets and Liabilities

     - Statements of Operations

     - Statements of Changes in Net Assets

     - Notes to Financial Statements

     (b)  Exhibits:

     1(a)      Articles of Incorporation dated July 31, 1987.  Filed
               herewith.

     1(b)      Articles Supplementary dated October 15, 1993 increasing
               authorized capital stock.  Incorporated by reference to
               Post-Effective Amendment No. 39 to the Registrant's
               Registration Statement on Form N-1A ("Post-Effective
               Amendment No. 39") filed on September 22, 1995.

     1(c)      Articles of Amendment dated March 31, 1994.  Filed
               herewith.

     1(d)      Articles Supplementary dated March 31, 1994 reclassifying
               shares.  Filed herewith.

     1(e)      Articles Supplementary dated May 24, 1994 designating and
               classifying shares.  Incorporated by reference to Post-
               Effective Amendment No. 39.

     1(f)      Articles of Amendment dated October 17, 1994.  Incorporated
               by reference to Post-Effective Amendment No. 31 filed on
               December 13, 1994.

     1(g)      Articles Supplementary dated December 19, 1994 designating
               classes.  Incorporated by reference to Post-Effective
               Amendment No. 32 filed on December 19, 1994.

     1(h)      Articles of Amendment dated June 9, 1995.  Incorporated by
               reference to Post-Effective Amendment No. 39.

     1(i)      Articles of Amendment dated August 30, 1995.  Incorporated
               by reference to Post-Effective Amendment No. 39.

     1(j)      Articles Supplementary dated August 31, 1995 reclassifying
               shares.  Incorporated by reference to Post-Effective
               Amendment No. 39.

     1(k)      Articles of Amendment dated October 31, 1995 designating and
               classifying shares.  Filed herewith.

     1(1)      Articles of Amendment dated November 22, 1995 designating
               and reclassifying shares filed herewith.

     2         Bylaws.  Incorporated by reference to Pre-Effective
               Amendment No. 1 to the Registrant's Registration Statement
               on Form N-1A filed on August 6, 1987 -- Registration No.
               33-16338 ("Registration Statement").

     3         Not Applicable.

     4         Specimen security.  To be filed by amendment.

     5(a)      Investment Sub-Advisory Agreement among Mellon Bank, N.A.,
               S.A.M. Finance S.A. and the Registrant for the European
               Fund.  Incorporated by reference to Post-Effective Amendment
               No. 22 filed on September 3, 1993.

     5(b)      Investment Management Agreement between Mellon Bank, N.A.
               and the Registrant.  Filed herewith.

     5(c)      Investment Sub-Advisory Agreement among Mellon Bank, N.A.,
               S.A.M. Finance S.A. and the Registrant for the International
               Equity Allocation Fund.  Incorporated by reference to
               Post-Effective Amendment No. 31 filed on December 13, 1994.

     5(d)      Assignment and Assumption Agreement among Mellon Bank, N.A.,
               The Dreyfus Corporation and the Registrant (relating to
               Investment Management Agreement).  Incorporated by reference
               to Post-Effective Amendment No. 31 filed on December 13,
               1994.

     5(e)      Assignment Agreement among Mellon Bank, N.A., The Dreyfus
               Corporation, S.A.M. Finance S.A. and the Registrant
               (relating to Investment Sub-Advisory Agreement for the
               European Fund).  To be filed by amendment.

     5(f)      Assignment Agreement among Mellon Bank, N.A., The Dreyfus
               Corporation, S.A.M. Finance S.A. and the Registrant
               (relating to Investment Sub-Advisory Agreement for the
               International Equity Allocation Fund).  To be filed by
               amendment.

     6         Distribution Agreement between Premier Mutual Fund Services,
               Inc. and the Registrant.  Incorporated by reference to
               Post-Effective Amendment No. 31 filed on December 13, 1994.

     7         Not Applicable.

     8(a)      Custody Agreement with Boston Safe Deposit and Trust Company
               with respect to the European Fund.  Incorporated by
               reference to Post-Effective Amendment No. 23 filed on
               December 30, 1993.

     8(b)      Custody Agreement between the Registrant and Mellon Bank,
               N.A.  Filed herewith.

     8(c)      Supplement to Custody Agreement with Boston Safe Deposit and
               Trust Company with respect to the European Fund.
               Incorporated by reference to Post-Effective Amendment No. 29
               filed on May 19, 1994.

     8(d)      Custody Agreement with Boston Safe Deposit and Trust Company
               with respect to the International Equity Allocation Fund.
               To be filed by amendment.

     8(e)      Sub-Custodian Agreement between Mellon Bank, N.A. and Boston
               Safe Deposit and Trust Company.  Filed herewith.

     10        Opinion of counsel is incorporated by reference to the
               Registration Statement and to Post-Effective Amendment No.
               32 filed on December 19, 1994.  Consent of counsel is filed
               herewith.

     11        Not Applicable.

     12        Not Applicable.

     13        Letter of Investment Intent.  Incorporated by reference to
               the Registration Statement.

     14        Not Applicable.

     15(a)     Restated Distribution Plan (relating to Investor Shares and
               Class A Shares).  Incorporated by reference to
               Post-Effective Amendment No. 31 filed on December 13, 1994.

     15(b)     Form of Distribution and Service Plans (relating to Class B
               Shares and Class C Shares).  Incorporated by reference to
               Post-Effective Amendment No. 32 filed on December 19, 1994.

     16        Schedule for Computation of Performance Calculation for
               Dreyfus Disciplined Intermediate Bond Fund is incorporated
               by reference to Post-Effective amendment No. 44 filed on
               April 30, 1996.  Schedule for Computation of Performance
               Calculation for other funds is also incorporated by
               reference to Post-Effective Amendment No. 26 filed on March
               1, 1994.

     18        Rule 18f-3 Plans, as revised.

     25        Powers of Attorney of the Directors and Officers dated April
               5, 1995.  Incorporated by reference to Post-Effective
               Amendment No. 35 filed on April 7, 1995.


Item 25.  Persons Controlled by or Under Common Control with Registrant

     Not Applicable.

     Item 26.  Number of Holders of Securities
               -------------------------------

               Set forth below are the number of recordholders of
               securities of each series of the Registrant as of January 31,
               1996:

                                        Number of Record Holders
                                        ------------------------

Title of Class                     Class A   Class B   Class C   Class R
- --------------                     -------   -------   -------   -------
Premier Balanced Fund                146       314         3       109
Premier Small Company Stock Fund     181       142        15       605
Premier Limited Term Income Fund     106        21         1     1,386


Title of Class                                Investor Class       Class R
- --------------                                --------------       -------
Dreyfus International Equity Allocation Fund        625              119
Dreyfus Disciplined Midcap Stock Fund               296              104
Dreyfus Disciplined Equity Income Fund              237               15
Dreyfus Money Market Reserves                    14,895              956
Dreyfus U.S. Treasury Reserves                    1,631              263
Dreyfus Municipal Reserves                          324              657
Dreyfus Disciplined Stock Fund                    1,295           14,898
Dreyfus Bond Market Index Fund                       15               16

               Set forth below are the number of record holders of
               securities of the registrant as of June 6, 1996:

Title of Class                                Investor Class       Class R
- --------------                                --------------       -------
Dreyfus Disciplined Intermediate Bond Fund           10              236



     Item 27.  Indemnification
               ---------------

          Under a provision of the Registrant's Second Amended and Restated
Agreement and Declaration of Trust (the "Declaration of Trust"), any past
or present Trustee or officer of the Registrant is indemnified to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him/her in connection with any action, suit or
proceeding to which he/she may be a party or otherwise involved by reason
of his/her being or having been a Trustee or officer of the Registrant.

          This provision does not authorize indemnification against any
liability to the Registrant or its shareholders to which such Trustee or
officer would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his/her duties.  Moreover,
this provision does not authorize indemnification where such Trustee or
officer is finally adjudicated not to have acted in good faith in the
reasonable belief that his/her actions were in or not opposed to the best
interests of the Registrant.  Expenses may be paid by the Registrant in
advance of the final disposition of any action, suit or proceeding upon
receipt of an undertaking by such Trustee or officer to repay such expenses
to the Registrant if it is ultimately determined that indemnification of
such expenses is not authorized under the Declaration of Trust.

     Item 28.  Business and Other Connections of Investment Adviser
               ----------------------------------------------------

               Investment Adviser -- The Dreyfus Corporation

          The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists primarily
of providing investment management services as the investment adviser,
manager and distributor for sponsored investment companies registered under
the Investment Company Act of 1940 and as an investment adviser to
institutional and individual accounts.  Dreyfus also serves as
sub-investment adviser to and/or administrator of other investment
companies.  Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of shares of
investment companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment adviser or
administrator.  Dreyfus Management, Inc., another wholly-owned subsidiary,
provides investment management services to various pension plans,
institutions and individuals.


Item 28.   Business and Other Connections of Investment Adviser (continued)
________   ________________________________________________________________

           Officers and Directors of Investment Adviser
           ____________________________________________


Name and Position
with Dreyfus                   Other Businesses
_________________              ________________

MANDELL L. BERMAN              Real estate consultant and private investor
Director                            29100 Northwestern Highway, Suite 370
                                    Southfield, Michigan 48034;
                               Past Chairman of the Board of Trustees of
                               Skillman Foundation.
                               Member of The Board of Vintners Intl.

FRANK V. CAHOUET               Chairman of the Board, President and
Director                       Chief Executive Officer:
                                    Mellon Bank Corporation****
                                    Mellon Bank, N.A.****
                               Director:
                                    Avery Dennison Corporation
                                    150 North Orange Grove Boulevard
                                    Pasadena, California 91103;
                                    Saint-Gobain Corporation
                                    750 East Swedesford Road
                                    Valley Forge, Pennsylvania 19482;
                                    Teledyne, Inc.
                                    1901 Avenue of the Stars
                                    Los Angeles, California 90067

ALVIN E. FRIEDMAN              Senior Adviser to Dillon, Read & Co. Inc.
Director                            535 Madison Avenue
                                    New York, New York 10022;
                                    Director and Member of the Executive
                                    Committee of Avnet, Inc.**

LAWRENCE M. GREENE             Director:
Director                            Dreyfus America Fund

JULIAN M. SMERLING             None
Director

HOWARD STEIN                   Chairman of the Board:
Chairman of the Board and           Dreyfus Acquisition Corporation*;
Chief Executive Officer             The Dreyfus Consumer Credit Corporation*;
                                    Dreyfus Management, Inc.*;
                                    Dreyfus Service Corporation*;
                               Chairman of the Board and Chief Executive
                               Officer:
                                    Major Trading Corporation*;

HOWARD STEIN                   Director:
Chairman of the Board and           Avnet, Inc.**;
Chief Executive Officer             Dreyfus America Fund++++;
(Cont'd)                            The Dreyfus Fund International
                                    Limited+++++;
                                    World Balanced Fund+++;
                                    Dreyfus Partnership Management,
                                         Inc.*;
                                    Dreyfus Personal Management, Inc.*;
                                    Dreyfus Precious Metals, Inc.*;
                                    Dreyfus Service Organization, Inc.***;
                                    Seven Six Seven Agency, Inc.*;
                               Trustee:
                                    Corporate Property Investors
                                    New York, New York

W. KEITH SMITH                 Chairman and Chief Executive Officer:
Vice Chairman of the Board          The Boston Company*****
                               Vice Chairman of the Board:
                                    Mellon Bank Corporation****
                                    Mellon Bank, N.A.****
                               Director:
                                    Dentsply International, Inc.
                                    570 West College Avenue
                                    York, Pennsylvania 17405

CHRISTOPHER M. CONDRON         Vice Chairman:
President, Chief                    Mellon Bank Corporation****
Operating Officer                   The Boston Company*****
and Director                   Deputy Director:
                                    Mellon Trust****
                               Chief Executive Officer:
                                    The Boston Company Asset Management,
                                    Inc.*****
                               President:
                                    Boston Safe Deposit and Trust Company*****

STEPHEN E. CANTER              Director:
Vice Chairman and                   The Dreyfus Trust Company++
Chief Investment Officer,      Formerly, Chairman and Chief Executive Officer:
and a Director                      Kleinwort Benson Investment Management
                                         Americas Inc.*

LAWRENCE S. KASH               Chairman, President and Chief
Vice Chairman-Distribution     Executive Officer:
and a Director                      The Boston Company Advisors, Inc.
                                    53 State Street
                                    Exchange Place
                                    Boston, Massachusetts 02109
                               Executive Vice President and Director:
                                    Dreyfus Service Organization, Inc.***;
                               Director:
                                    The Dreyfus Consumer Credit Corporation*;
                                    The Dreyfus Trust Company++;
                                    Dreyfus Service Corporation*;


LAWRENCE S. KASH               President:
Vice Chairman-Distribution          The Boston Company*****
and a Director                      Laurel Capital Advisors****
(Cont'd)                            Boston Group Holdings, Inc.
                               Executive Vice President:
                                    Mellon Bank, N.A.****
                               Boston Safe Deposit & Trust Company*****;

PHILIP L. TOIA                 Chairman of the Board and Trust Investment
Vice Chairman-Operations       Officer:
and Administration                  The Dreyfus Trust Company++;
and a Director                 Chairman of the Board and Chief Operating
                                    Officer:
                                    Major Trading Corporation*;
                               Chairman and Director:
                                    Dreyfus Transfer, Inc.
                                    One American Express Plaza
                                    Providence, Rhode Island 02903
                               Director:
                                    Dreyfus Precious Metals, Inc.*;
                                    Dreyfus Service Corporation*;
                                    Seven Six Seven Agency, Inc.*;
                               President and Director:
                                    Dreyfus Acquisition Corporation*;
                                    The Dreyfus Consumer Credit Corporation*;
                                    Dreyfus-Lincoln, Inc.*;
                                    Dreyfus Management, Inc.*;
                                    Dreyfus Personal Management, Inc.*;
                                    Dreyfus Partnership Management, Inc.+;
                                    Dreyfus Service Organization, Inc.***;
                                    The Truepenny Corporation*;
                               Formerly, Senior Vice President:
                                    The Chase Manhattan Bank, N.A. and
                                    The Chase Manhattan Capital Markets
                                    Corporation
                                    One Chase Manhattan Plaza
                                    New York, New York 10081

WILLIAM T. SANDALLS, JR.       Director:
Senior Vice President and           Dreyfus Partnership Management, Inc.*;
Chief Financial Officer             Seven Six Seven Agency, Inc.*;
                               President and Director:
                                    Lion Management, Inc.*;
                                    Executive Vice President and Director:
                                    Dreyfus Service Organization, Inc.*;
                               Vice President, Chief Financial Officer and
                               Director:
                                    Dreyfus Acquisition Corporation*;
                               Vice President and Director:
                                    The Dreyfus Consumer Credit Corporation*;
                                    The Truepenny Corporation*;
                               Treasurer, Financial Officer and Director:
                                    The Dreyfus Trust Company++;
                               Treasurer and Director:
                                    Dreyfus Management, Inc.*;
                                    Dreyfus Personal Management, Inc.*;
                                    Dreyfus Service Corporation*;
                                    Major Trading Corporation*;
WILLIAM T. SANDALLS, JR.       Formerly, President and Director:
Senior Vice President and           Sandalls & Co., Inc.
Chief Financial Officer
(Cont'd)

ELIE M. GENADRY                President:
Vice President-                     Institutional Services Division of Dreyfus
Institutional Sales                 Service Corporation*;
                                    Broker-Dealer Division of Dreyfus Service
                                    Corporation*;
                                    Group Retirement Plans Division of Dreyfus
                                    Service Corporation;
                               Executive Vice President:
                                    Dreyfus Service Corporation*;
                                    Dreyfus Service Organization, Inc.***;
                               Vice President:
                                    The Dreyfus Trust Company++

WILLIAM F. GLAVIN, JR.         Executive Vice President:
Vice President-Corporate            Dreyfus Service Corporation*;
Development                    Senior Vice President:
                                    The Boston Company Advisors, Inc.
                                    53 State Street
                                    Exchange Place
                                    Boston, Massachusetts 02109

MARK N. JACOBS                 Vice President, Secretary and Director:
Vice President-                     Lion Management, Inc.*;
General Counsel and            Secretary:
Secretary                           The Dreyfus Consumer Credit Corporation*;
                                    Dreyfus Management, Inc.*;
                               Assistant Secretary:
                                    Dreyfus Service Organization, Inc.***;
                                    Major Trading Corporation*;
                                    The Truepenny Corporation*

PATRICE M. KOZLOWSKI           None
Vice President-Corporate
Communications

MARY BETH LEIBIG               None
Vice President-Human
Resources

JEFFREY N. NACHMAN             None
Vice President-Mutual Fund
Accounting

ANDREW S. WASSER               Vice President:
Vice President-Information          Mellon Bank Corporation****
Services

ELVIRA OSLAPAS                 Assistant Secretary:
Assistant Secretary                 Dreyfus Service Corporation*;
                                    Dreyfus Management, Inc.*;
                                    Dreyfus Acquisition Corporation, Inc.*;
                                    The Truepenny Corporation+


______________________________________

*          The address of the business so indicated is 200 Park Avenue, New
           York, New York 10166.
**         The address of the business so indicated is 80 Cutter Mill Road,
           Great Neck, New York 11021.
***        The address of the business so indicated is 131 Second Street,
           Lewes, Delaware 19958.
****       The address of the business so indicated is One Mellon Bank Center,
           Pittsburgh, Pennsylvania 15258.
*****      The address of the business so indicated is One Boston Place,
           Boston, Massachusetts 02108.
+          The address of the business so indicated is Atrium Building, 80
           Route 4 East, Paramus, New Jersey 07652.
++         The address of the business so indicated is 144 Glenn Curtiss
           Boulevard, Uniondale, New York 11556-0144.
+++        The address of the business so indicated is One Rockefeller Plaza,
           New York, New York 10020.
++++       The address of the business so indicated is 2 Boulevard Royal,
           Luxembourg.
+++++      The address of the business so indicated is Nassau, Bahama Islands.




Item 29. Principal Underwriters
________  ______________________

     (a)   Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:

           1)   Comstock Partners Strategy Fund, Inc.
           2)   Dreyfus A Bonds Plus, Inc.
           3)   Dreyfus Appreciation Fund, Inc.
           4)   Dreyfus Asset Allocation Fund, Inc.
           5)   Dreyfus Balanced Fund, Inc.
           6)   Dreyfus BASIC GNMA Fund
           7)   Dreyfus BASIC Money Market Fund, Inc.
           8)   Dreyfus BASIC Municipal Fund, Inc.
           9)   Dreyfus BASIC U.S. Government Money Market Fund
           10)  Dreyfus California Intermediate Municipal Bond Fund
           11)  Dreyfus California Tax Exempt Bond Fund, Inc.
           12)  Dreyfus California Tax Exempt Money Market Fund
           13)  Dreyfus Capital Value Fund, Inc.
           14)  Dreyfus Cash Management
           15)  Dreyfus Cash Management Plus, Inc.
           16)  Dreyfus Connecticut Intermediate Municipal Bond Fund
           17)  Dreyfus Connecticut Municipal Money Market Fund, Inc.
           18)  Dreyfus Edison Electric Index Fund, Inc.
           19)  Dreyfus Florida Intermediate Municipal Bond Fund
           20)  Dreyfus Florida Municipal Money Market Fund
           21)  The Dreyfus Fund Incorporated
           22)  Dreyfus Global Bond Fund, Inc.
           23)  Dreyfus Global Growth Fund
           24)  Dreyfus GNMA Fund, Inc.
           25)  Dreyfus Government Cash Management
           26)  Dreyfus Growth and Income Fund, Inc.
           27)  Dreyfus Growth and Value Funds, Inc.
           28)  Dreyfus Growth Opportunity Fund, Inc.
           29)  Dreyfus Institutional Money Market Fund
           30)  Dreyfus Institutional Short Term Treasury Fund
           31)  Dreyfus Insured Municipal Bond Fund, Inc.
           32)  Dreyfus Intermediate Municipal Bond Fund, Inc.
           33)  Dreyfus International Equity Fund, Inc.
           34)  The Dreyfus/Laurel Funds, Inc.
           35)  The Dreyfus/Laurel Funds Trust
           36)  The Dreyfus/Laurel Tax-Free Municipal Funds
           37)  Dreyfus Life and Annuity Index Fund, Inc.
           38)  Dreyfus LifeTime Portfolios, Inc.
           39)  Dreyfus Liquid Assets, Inc.
           40)  Dreyfus Massachusetts Intermediate Municipal Bond Fund
           41)  Dreyfus Massachusetts Municipal Money Market Fund
           42)  Dreyfus Massachusetts Tax Exempt Bond Fund
           43)  Dreyfus Michigan Municipal Money Market Fund, Inc.
           44)  Dreyfus Money Market Instruments, Inc.
           45)  Dreyfus Municipal Bond Fund, Inc.
           46)  Dreyfus Municipal Cash Management Plus
           47)  Dreyfus Municipal Money Market Fund, Inc.
           48)  Dreyfus New Jersey Intermediate Municipal Bond Fund
           49)  Dreyfus New Jersey Municipal Bond Fund, Inc.
           50)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
           51)  Dreyfus New Leaders Fund, Inc.
           52)  Dreyfus New York Insured Tax Exempt Bond Fund
           53)  Dreyfus New York Municipal Cash Management
           54)  Dreyfus New York Tax Exempt Bond Fund, Inc.
           55)  Dreyfus New York Tax Exempt Intermediate Bond Fund
           56)  Dreyfus New York Tax Exempt Money Market Fund
           57)  Dreyfus Ohio Municipal Money Market Fund, Inc.
           58)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
           59)  Dreyfus 100% U.S. Treasury Long Term Fund
           60)  Dreyfus 100% U.S. Treasury Money Market Fund
           61)  Dreyfus 100% U.S. Treasury Short Term Fund
           62)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
           63)  Dreyfus Pennsylvania Municipal Money Market Fund
           64)  Dreyfus Short-Intermediate Government Fund
           65)  Dreyfus Short-Intermediate Municipal Bond Fund
           66)  Dreyfus Short-Term Income Fund, Inc.
           67)  The Dreyfus Socially Responsible Growth Fund, Inc.
           68)  Dreyfus Strategic Income
           69)  Dreyfus Strategic Investing
           70)  Dreyfus Tax Exempt Cash Management
           71)  The Dreyfus Third Century Fund, Inc.
           72)  Dreyfus Treasury Cash Management
           73)  Dreyfus Treasury Prime Cash Management
           74)  Dreyfus Variable Investment Fund
           75)  Dreyfus-Wilshire Target Funds, Inc.
           76)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
           77)  General California Municipal Bond Fund, Inc.
           78)  General California Municipal Money Market Fund
           79)  General Government Securities Money Market Fund, Inc.
           80)  General Money Market Fund, Inc.
           81)  General Municipal Bond Fund, Inc.
           82)  General Municipal Money Market Fund, Inc.
           83)  General New York Municipal Bond Fund, Inc.
           84)  General New York Municipal Money Market Fund
           85)  Pacifica Funds Trust -
                     Pacifica Prime Money Market Fund
                     Pacifica Treasury Money Market Fund
           86)  Peoples Index Fund, Inc.
           87)  Peoples S&P MidCap Index Fund, Inc.
           88)  Premier Insured Municipal Bond Fund
           89)  Premier California Municipal Bond Fund
           90)  Premier Capital Growth Fund, Inc.
           91)  Premier Global Investing, Inc.
           92)  Premier GNMA Fund
           93)  Premier Growth Fund, Inc.
           94)  Premier Municipal Bond Fund
           95)  Premier New York Municipal Bond Fund
           96)  Premier State Municipal Bond Fund
           97)  Premier Strategic Growth Fund



(b)
                                                             Positions and
Name and principal        Positions and offices with         offices with
business address          the Distributor                    Registrant
__________________        ___________________________        _____________

Marie E. Connolly+        Director, President, Chief         President and
                          Executive Officer and Compliance   Treasurer
                          Officer

Joseph F. Tower, III+     Senior Vice President, Treasurer   Vice President
                          and Chief Financial Officer        and Assistant
                                                             Treasurer

John E. Pelletier+        Senior Vice President, General     Vice President
                          Counsel, Secretary and Clerk       and Secretary

Roy M. Maura+             First Vice President               None

Dale F. Lampe+            Vice President                     None

Richard W. Ingram+        Senior Vice President and          Vice President
                          Director of Client Services        and Assistant
                                                             Treasurer

Mary Nelson+              Vice President and Manager         Vice President
                          of Treasury Services and           and Assistant
                          Administration of the Fund's       Treasurer
                          Distributor, Inc.

Paul Prescott+            Vice President                     None

Elizabeth Bachman++       Assistant Vice President           Vice President
                                                             and Assistant
                                                             Secretary

Jean M. O'Leary+          Assistant Secretary and            None
                          Assistant Clerk

Douglas C. Conroy+        Supervisor of Treasury Services    Vice President
                          and Administration of Funds        and Assistant
                          Distributor, Inc.                  Secretary of the
                                                             Company

John W. Gomez+            Director                           None

William J. Nutt+          Director                           None




________________________________

 +   Principal business address is 60 State Street, Boston, Massachusetts
     02109.

++   Principal business address is 200 Park Avenue, New York, New York
     10166.





Item 30.   Location of Accounts and Records
           ________________________________

           1.   First Data Investor Services Group, Inc.,
                a subsidiary of First Data Corporation
                P.O. Box 9671
                Providence, Rhode Island 02940-9671

           2.   The Bank of New York
                90 Washington Street
                New York, New York 10286

           3.   Dreyfus Transfer, Inc.
                P.O. Box 9671
                Providence, Rhode Island 02940-9671

           4.   The Dreyfus Corporation
                200 Park Avenue
                New York, New York 10166

Item 31.   Management Services
_______    ___________________

           Not Applicable

Item 32.   Undertakings
________   ____________

  (1)      To call a meeting of shareholders for the purpose of voting upon
           the question of removal of a director or directors when requested
           in writing to do so by the holders of at least 10% of the
           Registrant's outstanding shares of common stock and in connection
           with such meeting to comply with the provisions of Section 16(c)
           of the Investment Company Act of 1940 relating to shareholder
           communications.

  (2)      To furnish each person to whom a prospectus is delivered with a
           copy of the Fund's latest Annual Report to Shareholders, upon
           request and without charge.


                                  SIGNATURES
                                  __________

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 13th day of September, 1996.

                     THE DREYFUS/LAUREL FUNDS, INC.

                BY:  /s/Marie E. Connolly*
                     ______________________________________
                     Marie E. Connolly, President


     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

     Signatures                          Title                      Date
________________________       ______________________________     __________

/s/Marie E. Connolly*          President, Treasurer               09/13/96
- ---------------------------
Marie E. Connolly

/s/Francis P. Brennan*         Director,                          09/13/96
- ---------------------------    Chairman of the Board
Francis P. Brennan

/s/Ruth Marie Adams*           Director                           09/13/96
- ---------------------------
Ruth Marie Adams

/s/Joseph S. DiMartino*        Director                           09/13/96
- ---------------------------
Joseph S. DiMartino

/s/James M. Fitzgibbons*       Director                           09/13/96
- ---------------------------
James M. Fitzgibbons

/s/Kenneth A. Himmel*          Director                           09/13/96
- ---------------------------
Kenneth A. Himmel

/s/Stephen J. Lockwood*        Director                           09/13/96
- ---------------------------
Stephen J. Lockwood

/s/Roslyn M. Watson*           Director                           09/13/96
- ---------------------------
Roslyn M. Watson

/s/J. Tomlinson Fort*          Director                           09/13/96
- ---------------------------
J. Tomlinson Fort

/s/Arthur L. Goeschel*         Director                           09/13/96
- ---------------------------
Arthur L. Goeschel

/s/Arch S. Jeffery*            Director                           09/13/96
- ---------------------------
Arch S. Jeffery

/s/John Sciullo*               Director                           09/13/96
- ---------------------------
John Sciullo



*By: /s/Elizabeth Bachman
     ---------------------------
     Attorney-in-Fact


                         THE DREYFUS FAMILY OF FUNDS
                       (Funds Included in Schedule A)

                               Rule 18f-3 Plan

     Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the Board of an investment company desiring to
offer multiple classes of shares pursuant to said Rule adopt a plan
setting forth the differences among the classes with respect to
shareholder services, distribution arrangements, expense allocations and
any related conversion features or exchange privileges.
     The Board, including a majority of the non-interested Board members,
of each of the investment companies, or series thereof, listed on Schedule
A attached hereto (each, a "Fund") which desires to offer multiple classes
has determined that the following plan is in the best interests of each
class individually and the Fund as a whole:
     1.   Class Designation:  Fund shares shall be divided into Investor
Class and Class R.
     2.   Differences in Availability:  Investor shares shall be sold
primarily to retail investors maintaining related securities, brokerage,
commodities, trading or similar account with banks, securities brokers or
dealers and other financial institutions that have entered into a Selling
Agreement with the Fund's Distributor.
     Class R shares shall be sold primarily to bank trust departments and
other financial service providers acting on behalf of customers having a
qualified trust or investment account or relationship at such institution,
or to customers who have received and hold shares of the Fund distributed
to them by virtue of such an account or relationship.
     3.   Differences in Services:  Other than shareholder services
provided under the Distribution Plan, the services offered to shareholders
of each Class shall be the same.
     4.   Differences in Distribution Arrangements:  Investor shares shall
be subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the
1940 Act.  The Distribution Plan for Investor shares allows the Fund to
spend annually up to 0.25% of its average daily net assets attributable to
Investor shares to compensate Dreyfus Service Corporation, an affiliate of
The Dreyfus Corporation ("Dreyfus"), for shareholder servicing activities,
and the Fund's Distributor for shareholder servicing activities and for
activities or expenses primarily intended to result in the sale of
Investor shares.
     Class R shares shall not be subject to a Distribution Plan.
     5.   Expense Allocation.   The following expenses shall be allocated,
to the extent practicable, on a Class-by-Class basis:  (a) fees under the
Distribution Plan; (b) printing and postage expenses payable by the Fund
related to preparing and distributing materials, such as proxies, to
current shareholders of a specific Class; and (c) litigation or other
legal expenses relating solely to a specific Class.
     6.   Conversion Features.  There shall be no automatic conversion
feature for either the Investor Class or Class R.
     7.   Exchange Privileges.  Investor shares shall be exchangeable only
for (a) Investor shares (however the same may be named) of other funds
managed or administered by Dreyfus; (b) Institutional shares (however the
same may be named) of other funds managed or administered by Dreyfus
(except Dreyfus Core Vale Fund); (c) Class A shares (however the same may
be named) of other funds managed or administered by Dreyfus which are not
subject to any contingent deferred sales charge (except in the case of
redemptions within one year of shares purchased in amounts of $1,000,000
or more, which are not subject to an initial sales charge at the time of
purchase); (d) Class B or Class C shares (however the same may be named)
of other funds managed or administered by Dreyfus; (e) shares of funds
managed or administered by Dreyfus which do not have separate share
classes; and (f) shares of certain other funds, as specified from time to
time.
     Class R shares shall be exchangeable only for (a) Class R shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) Retail shares (however the same by be named) of other funds
managed or administered by Dreyfus; (c) shares of funds managed or
administered by Dreyfus which do not have separate share classes; and (d)
shares of certain other funds, as specified from time to time.

Dated:  April 26, 1995
Revised as of:  July 15, 1996


                                 SCHEDULE A


     The Dreyfus/Laurel Funds, Inc. -
          Dreyfus Money Market Reserves
          Dreyfus U.S. Treasury Reserves
          Dreyfus Municipal Reserves



                         THE DREYFUS FAMILY OF FUNDS
                       (Funds Included in Schedule A)

                               Rule 18f-3 Plan

          Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company
desiring to offer multiple classes of shares pursuant to said Rule adopt a
plan setting forth the differences among the classes with respect to
shareholder services, distribution arrangements, expense allocations and
any related conversion features or exchange privileges.
          The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Schedule A attached hereto (each, a "Fund") which desires to offer
multiple classes has determined that the following plan is in the best
interests of each class individually and the Fund as a whole:
          1.   Class Designation:  Fund shares shall be divided into
Institutional Class and Retail Class.
          2.   Differences in Availability:  Institutional shares shall be
sold only to clients of banks, securities brokers or dealers and other
financial institutions that have entered into a Selling Agreement with the
Fund's Distributor and omnibus accounts held by institutions that provide
subaccounting or recordholding services to their clients.
          Retail shares shall be sold to any investor.
          3.   Differences in Services:  Other than shareholder services
provided under the Distribution Plan, the services offered to shareholders
of each Class shall be the same.
          4.   Differences in Distribution Arrangements:  Institutional
shares shall be subject to a Distribution Plan adopted pursuant to Rule
12b-1 under the 1940 Act.  The Distribution Plan for Institutional shares
allows the Fund to spend annually up to 0.25% of its average daily net
assets attributable to Institutional shares to compensate Dreyfus Service
Corporation, an affiliate of The Dreyfus Corporation ("Dreyfus"), for
shareholder servicing activities, and the Fund's Distributor for
shareholder servicing activities and for activities or expenses primarily
intended to result in the sale of Institutional shares.
          Retail shares shall not be subject to a Distribution Plan.
          5.   Expense Allocation.   The following expenses shall be
allocated, to the extent practicable,  on a Class-by-Class basis:  (a)
fees under the Distribution Plan; (b) printing and postage expenses
payable by the Fund related to preparing and distributing materials, such
as proxies, to current shareholders of a specific Class; and (c)
litigation or other legal expenses relating solely to a specific Class.
          6.   Conversion Features.  There shall be no automatic
conversion feature for either the Institutional Class or Retail Class.
          7.   Exchange Privileges.  Institutional shares shall be
exchangeable only for (a) Institutional shares (however the same may be
named) of other funds managed or administered by Dreyfus (with the
exception of Dreyfus Core Value Fund); (b) Investor shares (however the
same may be named) of other funds managed or administered by Dreyfus; (c)
Class A shares (however the same may be named) of other funds managed or
administered by Dreyfus which are not subject to any contingent deferred
sales charge (except in the case of redemptions within one year of shares
purchased in amounts of $1,000,000 or more, which are not subject to an
initial sales charge at the time of purchase); (d) Class B or Class C
shares (however the same may be named) of other funds managed or
administered by Dreyfus; (e) shares of funds managed or administered by
Dreyfus which do not have separate share classes; and (f) shares of
certain other funds, as specified from time to time.
          Retail shares shall be exchangeable only for (a) Retail shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) Class R shares (however the same may be named) of other funds
managed or administered by Dreyfus to the extent a shareholder is
otherwise eligible to purchase Class R shares; (c) Investor shares, Class
A shares, Class B shares or Class C shares (however the same may be named)
of other funds managed or administered by Dreyfus which, in the case of
Class A shares, are not subject to any contingent deferred sales charge,
to the extent a shareholder is not otherwise eligible to purchase Class R
shares of a fund managed or administered by Dreyfus; (d) shares of funds
managed or administered by Dreyfus which do not have separate share
classes; and (e) shares of certain other funds, as specified from time to
time.

Dated:  April 26, 1995
Revised as of:  July 15, 1996

                                 SCHEDULE A


          The Dreyfus/Laurel Funds, Inc. -
               Dreyfus Disciplined Stock Fund
               Dreyfus Disciplined Midcap Stock Fund
               Dreyfus Disciplined Equity Income Fund
               Dreyfus Bond Market Index Fund
               Dreyfus International Equity Allocation Fund
               Dreyfus Disciplined Intermediate Bond Fund



                         THE DREYFUS FAMILY OF FUNDS
                         (Premier Family of Funds -
                  Fixed-Income Funds Included in Exhibit I)

                               Rule 18f-3 Plan

     Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the Board of an investment company desiring to
offer multiple classes of shares pursuant to said Rule adopt a plan
setting forth the differences among the classes with respect to
shareholder services, distribution arrangements, expense allocations and
any related conversion features or exchange privileges.
     The Board, including a majority of the non-interested Board members,
of each of the investment companies, or series thereof, listed on Exhibit
I attached hereto (each, a "Fund") which desires to offer multiple classes
has determined that the following plan is in the best interests of each
class individually and the Fund as a whole:
     1.   Class Designation:  Fund shares shall be divided into Class A,
Class B, Class C and Class R.
     2.   Differences in Availability:  Class A shares, Class B shares and
Class C shares shall be available only to clients of banks, brokers,
dealers and other financial institutions, except that full-time or part-
time employees or directors of The Dreyfus Corporation ("Dreyfus") or any
of its affiliates or subsidiaries, Board members or a fund advised by
Dreyfus, including members of the Fund's Board, or the spouse or minor
child of any of the foregoing may purchase Class A shares directly through
the Fund's Distributor.
     Class R shares shall be sold primarily to bank trust departments and
other financial service providers acting on behalf of customers having a
qualified trust or investment account or relationship at such institution,
or to customers who have received and hold shares of the Fund distributed
to them by virtue of such an account or relationship.
     3.   Differences in Services:  Other than shareholder services
provided under the Distribution Plan for Class A shares and the Service
Plans for Class B and Class C shares, the services offered to shareholders
of each Class shall be substantially the same, except that Right of
Accumulation, Letter of Intent and Reinvestment Privilege shall be
applicable  only to holders of Class A shares.
     4.   Differences in Distribution Arrangements:  Class A shares shall
be offered with a front-end sales charge, as such term is defined in
Article III, Section 26(b), of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and a deferred sales charge (a
"CDSC"), as such term is defined in said Section 26(b), may be assessed on
certain redemptions of Class A shares purchased without an initial sales
charge as part of an investment of $1 million or more.  The amount of the
sales charge and the amount of and provisions relating to the CDSC
pertaining to the Class A shares are set forth on Schedule A hereto.
Class A shares shall be subject to a Distribution Plan adopted pursuant to
Rule 12b-1 under the 1940 Act.  The Distribution Plan for Class A shares
allows the Fund to spend annually up to 0.25% of its average daily net
assets attributable to Class A shares to compensate Dreyfus Service
Corporation, an affiliate of Dreyfus, for shareholder servicing
activities, and the Fund's Distributor for shareholder servicing
activities and for activities or expenses primarily intended to result in
the sale of Class A shares.
     Class B shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC.  The amount of and provisions relating to the
CDSC are set forth on Schedule B hereto.  Class B shares shall be subject
to a Distribution Plan and Service Plan each adopted pursuant to Rule 12b-
1 under the 1940 Act.  Under the Distribution Plan for Class B shares, the
Fund pays the Distributor for distributing the Fund's Class B shares at an
aggregate annual rate of .50 of 1% of the value of the average daily net
assets of Class B.  Under the Service Plan for Class B shares, the Fund
pays Dreyfus Service Corporation or the Distributor for the provision of
certain services to the holders of Class B shares a fee at the annual rate
of .25 of 1% of the value of the average daily net assets of Class B.
     Class C shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC.  The amount of and provisions relating to the
CDSC are set forth on Schedule C hereto.  Class C shares shall be subject
to a Distribution Plan and Service Plan each adopted pursuant to Rule 12b-
1 under the 1940 Act.  Under the Distribution Plan for Class C shares, the
Fund pays the Distributor for distributing the Fund's Class C shares at an
aggregate annual rate of .50 of 1% of the value of the average daily net
assets of Class C.  Under the Service Plan for Class C shares, the Fund
pays Dreyfus Service Corporation or the Distributor for the provision of
certain services to the holders of Class C shares a fee at the annual rate
of .25 of 1% of the value of the average daily net assets of Class C.
     Class R shares shall not be subject to a front-end sales charge,
CDSC, distribution plan or service plan.
     5.   Expense Allocation.   The following expenses shall be allocated,
to the extent practicable, on a Class-by-Class basis:  (a) fees under the
Distribution Plans and Service Plans; (b) printing and postage expenses
payable by the Fund related to preparing and distributing materials, such
as proxies, to current shareholders of a specific Class; and (c)
litigation or other legal expenses relating solely to a specific Class.
     6.   Conversion Features.  Class B shares shall automatically convert
to Class A shares after a specified period of time after the date of
purchase, based on the relative net asset value of each such Class without
the imposition of any sales charge, fee or other charge, as set forth on
Schedule D hereto.  No other Class shall be subject to any automatic
conversion feature.
     7.   Exchange Privileges.  Class A shares shall be exchangeable only
for (a) Class A shares (however the same may be named) of other funds
managed or administered by Dreyfus which are generally subject to an
initial sales charge, but which, on purchases of $1 million or more, are
not subject to an initial front-end sales charge but are subject to a CDSC
if shares are redeemed within one year of purchase; (b) Investor shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (c) Institutional shares (however the same may be named) of other
funds managed or administered by Dreyfus (except Dreyfus Core Value Fund);
(d) shares of funds managed or administered by Dreyfus which do not have
separate share classes; and (e) shares of certain other funds, as
specified from time to time.
     Class B shares shall be exchangeable only for (a) Class B shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; (b) Investor shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (c) Institutional shares (however the same may be named) of other
funds managed or administered by Dreyfus (except Dreyfus Core Value Fund);
(d) shares of funds managed or administered by Dreyfus which do not have
separate share classes; (e) shares of certain other funds, as specified
from time to time.
     Class C shares shall be exchangeable only for (a) Class C shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; (b) Investor shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (c) Institutional shares (however the same may be named) of other
funds managed or administered by Dreyfus (except Dreyfus Core Value Fund);
(d) shares of funds managed or administered by Dreyfus which do not have
separate share classes; and (e) shares of certain other funds, as
specified from time to time.
     Class R shares shall be exchangeable only for (a) Class R shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) Retail shares (however the same may be named) of other funds
managed or administered by Dreyfus; (c) shares of funds managed or
administered by Dreyfus which do not have separate share classes; and (d)
shares of certain other funds, as specified from time to time.


Dated:  April 26, 1995
Revised as of:  September 13, 1996

                                  EXHIBIT I


     The Dreyfus/Laurel Funds, Inc. -
          Premier Limited Term Income Fund


     The Dreyfus/Laurel Funds Trust -
          Premier Limited Term Government Securities Fund


     The Dreyfus/Laurel Tax-Free Municipal Funds -
          Premier Limited Term Municipal Fund
          Premier Limited Term California Municipal Fund
          Premier Limited Term Massachusetts Municipal Fund
          Premier Limited Term New York Municipal Fund



                                 SCHEDULE A



Front-End Sales Charge--Class A Shares--The public offering price for
Class A shares shall be the net asset value per share of that Class plus a
sales load as shown below:


                                                      Total Sales Load
                                                _____________________________
                                                As a % of           As a % of
                                                offering            net asset
                                                price per           value per
                                                 share              share
                                                ___________         __________
Amount of Transaction

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 or more . . . . . . . . . . . .         -0-                -0-

Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year after purchase.  The terms contained in Schedule
C pertaining to the CDSC assessed on redemptions of Class B shares (other
than the amount of the CDSC and its time periods), including the
provisions for waiving the CDSC, shall be applicable to the Class A shares
subject to a CDSC.  Letter of Intent and Right of Accumulation shall apply
to such purchases of Class A shares.


                                 SCHEDULE B


Contingent Deferred Sales Charge--Class B Shares--A CDSC payable to the
Fund's Distributor shall be imposed on any redemption of Class B shares
which reduces the current net asset value of such Class B shares to an
amount which is lower than the dollar amount of all payments by the
redeeming shareholder for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.  No CDSC shall be imposed
to the extent that the net asset value of the Class B shares redeemed does
not exceed (i) the current net asset value of Class B shares acquired
through reinvestment of dividends or capital gain distributions, plus (ii)
increases in the net asset value of the shareholder's Class B shares above
the dollar amount of all payments for the purchase of Class B shares of
the Fund held by such shareholder at the time of redemption.

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

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

                                               CDSC as a % of
Year Since                                     Amount Invested
Purchase Payment                               or Redemption
Was Made                                         Proceeds
________________                               ________________

First. . . . . . . . . . . . . . .                  3.00

Second . . . . . . . . . . . . . .                  3.00

Third. . . . . . . . . . . . . . .                  2.00

Fourth . . . . . . . . . . . . . .                  2.00

Fifth. . . . . . . . . . . . . . .                  1.00

Sixth. . . . . . . . . . . . . . .                  0.00

     In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible
rate.  Therefore, it shall be assumed that the redemption is made first of
amounts representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the increase in
net asset value of Class B shares above the total amount of payments for
the purchase of Class B shares made during the preceding five years; then
of amounts representing the cost of shares purchased five years prior to
the redemption; and finally, of amounts representing the cost of shares
held for the longest period of time within the applicable five-year
period.

Waiver of CDSC--The CDSC shall be waived in connection with (a)
redemptions made within one year after the death or disability, as defined
in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"), of the shareholder, (b) redemptions by employees participating in
qualified or non-qualified employee benefit plans or other programs where
(i) the employers or affiliated employers maintaining such plans or
programs have a minimum of 250 employees eligible for participation in
such plans or programs, or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other products made
available by the Fund's Distributor exceeds one million dollars, (c)
redemptions as a result of a combination of any investment company with
the Fund by merger, acquisition of assets or otherwise, and (d) a
distribution following retirement under a tax-deferred retirement plan or
upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial
account pursuant to Section 403(b) of the Code.  Any Fund shares subject
to a CDSC which were purchased prior to the termination of such waiver
shall have the CDSC waived as provided in the Fund's prospectus at the
time of the purchase of such shares.



                                 SCHEDULE C


Contingent Deferred Sales Charge--Class C Shares--A CDSC of .75% payable
to the Fund's Distributor shall be imposed on any redemption of Class C
shares within one year of the date of purchase.  The basis for calculating
the payment of any such CDSC shall be the method used in calculating the
CDSC for Class B shares.  In addition, the provisions for waiving the CDSC
shall be those set forth for Class B shares.



                                 SCHEDULE D



Conversion of Class B Shares--Class B shares shall automatically convert
to Class A shares on the first Fund business day of the month in which the
sixth anniversary of the date of purchase occurs (unless otherwise
specified by the Board), based on the relative net asset values for shares
of each such Class, and shall be subject to the Distribution Plan for
Class A shares but shall no longer be subject to the Distribution Plan and
Service Plan applicable to Class B shares.  (Such conversion is subject to
suspension by the Board members if adverse tax consequences might result.)
At that time, Class B shares that have been acquired through the
reinvestment of dividends and distributions ("Dividend Shares") shall be
converted in the proportion that a shareholder's Class B shares (other
than Dividend Shares) converting to Class A shares bears to the total
Class B shares then held by the shareholder which were not acquired
through the reinvestment of dividends and distributions.



                         THE DREYFUS FAMILY OF FUNDS
       (Premier Family of Funds - Equity Funds Included in Exhibit I)

                               Rule 18f-3 Plan

          Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company
desiring to offer multiple classes of shares pursuant to said Rule adopt a
plan setting forth the differences among the classes with respect to
shareholder services, distribution arrangements, expense allocations and
any related conversion features or exchange privileges.
          The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Exhibit I attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and the Fund as a whole:
          1.   Class Designation:  Fund shares shall be divided into Class
A, Class B, Class C and Class R.
          2.   Differences in Availability:  Class A shares, Class B
shares and Class C shares shall be available only to clients of banks,
brokers, dealers and other financial institutions, except that full-time
or part-time employees or directors of The Dreyfus Corporation ("Dreyfus")
or any of its affiliates or subsidiaries, Board members or a fund advised
by Dreyfus, including members of the Fund's Board, or the spouse or minor
child of any of the foregoing may purchase Class A shares directly through
the Fund's Distributor.
          Class R shares shall be sold primarily to bank trust departments
and other financial service providers acting on behalf of customers having
a qualified trust or investment account or relationship at such
institution, or to customers who have received and hold shares of the Fund
distributed to them by virtue of such an account or relationship.
          3.   Differences in Services:  Other than shareholder services
provided under the Distribution Plan for Class A shares and the Service
Plans for Class B and Class C shares, the services offered to shareholders
of each Class shall be substantially the same, except that Right of
Accumulation, Letter of Intent and Reinvestment Privilege shall be
applicable  only to holders of Class A shares.
          4.   Differences in Distribution Arrangements:  Class A shares
shall be offered with a front-end sales charge, as such term is defined in
Article III, Section 26(b), of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and a deferred sales charge (a
"CDSC"), as such term is defined in said Section 26(b), may be assessed on
certain redemptions of Class A shares purchased without an initial sales
charge as part of an investment of $1 million or more.  The amount of the
sales charge and the amount of and provisions relating to the CDSC
pertaining to the Class A shares are set forth on Schedule A hereto.
Class A shares shall be subject to a Distribution Plan adopted pursuant to
Rule 12b-1 under the 1940 Act.  The Distribution Plan for Class A shares
allows the Fund to spend annually up to 0.25% of its average daily net
assets attributable to Class A shares to compensate Dreyfus Service
Corporation, an affiliate of Dreyfus, for shareholder servicing
activities, and the Fund's Distributor for shareholder servicing
activities and for activities or expenses primarily intended to result in
the sale of Class A shares.
          Class B shares shall not be subject to a front-end sales charge,
but shall be subject to a CDSC.  The amount of and provisions relating to
the CDSC are set forth on Schedule B hereto.  Class B shares shall be
subject to a Distribution Plan and Service Plan each adopted pursuant to
Rule 12b-1 under the 1940 Act.  Under the Distribution Plan for Class B
shares, the Fund pays the Distributor for distributing the Fund's Class B
shares at an aggregate annual rate of .75 of 1% of the value of the
average daily net assets of Class B.  Under the Service Plan for Class B
shares, the Fund pays Dreyfus Service Corporation or the Distributor for
the provision of certain services to the holders of Class B shares a fee
at the annual rate of .25 of 1% of the value of the average daily net
assets of Class B.
          Class C shares shall not be subject to a front-end sales charge,
but shall be subject to a CDSC.  The amount of and provisions relating to
the CDSC are set forth on Schedule C hereto.  Class C shares shall be
subject to a Distribution Plan and Service Plan each adopted pursuant to
Rule 12b-1 under the 1940 Act.  Under the Distribution Plan for Class C
shares, the Fund pays the Distributor for distributing the Fund's Class C
shares at an aggregate annual rate of .75 of 1% of the value of the
average daily net assets of Class C.  Under the Service Plan for Class C
shares, the Fund pays Dreyfus Service Corporation or the Distributor for
the provision of certain services to the holders of Class C shares a fee
at the annual rate of .25 of 1% of the value of the average daily net
assets of Class C.
          Class R shares shall not be subject to a front-end sales charge,
CDSC, distribution plan or service plan.
          5.   Expense Allocation.   The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis:  (a) fees
under the Distribution Plans and Service Plans; (b) printing and postage
expenses payable by the Fund related to preparing and distributing
materials, such as proxies, to current shareholders of a specific Class;
and (c) litigation or other legal expenses relating solely to a specific
Class.
          6.   Conversion Features.  Class B shares shall automatically
convert to Class A shares after a specified period of time after the date
of purchase, based on the relative net asset value of each such Class
without the imposition of any sales charge, fee or other charge, as set
forth on Schedule D hereto.  No other Class shall be subject to any
automatic conversion feature.
          7.   Exchange Privileges.  Class A shares shall be exchangeable
only for (a) Class A shares (however the same may be named) of other funds
managed or administered by Dreyfus which are generally subject to an
initial sales charge, but which, on purchases of $1 million or more, are
not subject to an initial front-end sales charge but are subject to a CDSC
if shares are redeemed within one year of purchase; (b) Investor shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (c) Institutional shares (however the same may be named) of other
funds managed or administered by Dreyfus (except Dreyfus Core Value Fund);
(d) shares of funds managed or administered by Dreyfus which do not have
separate share classes; and (e) shares of certain other funds, as
specified from time to time.
          Class B shares shall be exchangeable only for (a) Class B shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; (b) Investor shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (c) Institutional shares (however the same may be named) of other
funds managed or administered by Dreyfus (except Dreyfus Core Value Fund);
(d) shares of funds managed or administered by Dreyfus which do not have
separate share classes; and (e) shares of certain other funds, as
specified from time to time.
          Class C shares shall be exchangeable only for (a) Class C shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; (b) Investor shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (c) Institutional shares (however the same may be named) of other
funds managed or administered by Dreyfus (except Dreyfus Core Value Fund);
(d) shares of funds managed or administered by Dreyfus which do not have
separate share classes; and (e) shares of certain other funds, as
specified from time to time.
          Class R shares shall be exchangeable only for (a) Class R shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) Retail shares (however the same may be named) of other funds
managed or administered by Dreyfus; (c) shares of funds managed or
administered by Dreyfus which do not have separate share classes; and (d)
shares of certain other funds, as specified from time to time.

Dated:  April 26, 1995
Revised as of:  September 13, 1996


                                  EXHIBIT I


          The Dreyfus/Laurel Funds, Inc. -
               Premier Balanced Fund
               Premier Small Company Stock Fund


          The Dreyfus/Laurel Funds Trust -
               Premier Managed Income Fund



                                 SCHEDULE A



Front-End Sales Charge--Class A Shares--The public offering price for
Class A shares shall be the net asset value per share of that Class plus a
sales load as shown below:


                                                     Total Sales Load
                                                _________________________
                                                As a % of      As a % of
                                                 offering      net asset
                                                price per      value per
Amount of Transaction                             share          share
                                                _________      __________

Less than $50,000. . . . . . . . . . . .        4.50           4.70

$50,000 to less than $100,000. . . . . .        4.00           4.20

$100,000 to less than $250,000 . . . . .        3.00           3.10

$250,000 to less than $500,000 . . . . .        2.50           2.60

$500,000 to less than $1,000,000 . . . .        2.60           2.00

$1,000,000 or more . . . . . . . . . . .        -0-            -0-

Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year after purchase.  The terms contained in Schedule
C pertaining to the CDSC assessed on redemptions of Class B shares (other
than the amount of the CDSC and its time periods), including the
provisions for waiving the CDSC, shall be applicable to the Class A shares
subject to a CDSC.  Letter of Intent and Right of Accumulation shall apply
to such purchases of Class A shares.


                                 SCHEDULE B


Contingent Deferred Sales Charge--Class B Shares--A CDSC payable to the
Fund's Distributor shall be imposed on any redemption of Class B shares
which reduces the current net asset value of such Class B shares to an
amount which is lower than the dollar amount of all payments by the
redeeming shareholder for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.  No CDSC shall be imposed
to the extent that the net asset value of the Class B shares redeemed does
not exceed (i) the current net asset value of Class B shares acquired
through reinvestment of dividends or capital gain distributions, plus (ii)
increases in the net asset value of the shareholder's Class B shares above
the dollar amount of all payments for the purchase of Class B shares of
the Fund held by such shareholder at the time of redemption.

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

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



                                        CDSC as a % of
Year Since                              Amount Invested
Purchase Payment                        or Redemption
Was Made                                   Proceeds
________________                        _______________

First. . . . . . . . . . . . . .             4.00

Second . . . . . . . . . . . . .             4.00

Third. . . . . . . . . . . . . .             3.00

Fourth . . . . . . . . . . . . .             3.00

Fifth. . . . . . . . . . . . . .             2.00

Sixth. . . . . . . . . . . . . .             1.00


          In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible
rate.  Therefore, it shall be assumed that the redemption is made first of
amounts representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the increase in
net asset value of Class B shares above the total amount of payments for
the purchase of Class B shares made during the preceding six years; then
of amounts representing the cost of shares purchased six years prior to
the redemption; and finally, of amounts representing the cost of shares
held for the longest period of time within the applicable six-year period.

Waiver of CDSC--The CDSC shall be waived in connection with (a)
redemptions made within one year after the death or disability, as defined
in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"), of the shareholder, (b) redemptions by employees participating in
qualified or non-qualified employee benefit plans or other programs where
(i) the employers or affiliated employers maintaining such plans or
programs have a minimum of 250 employees eligible for participation in
such plans or programs, or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other products made
available by the Fund's Distributor exceeds one million dollars, (c)
redemptions as a result of a combination of any investment company with
the Fund by merger, acquisition of assets or otherwise, and (d) a
distribution following retirement under a tax-deferred retirement plan or
upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial
account pursuant to Section 403(b) of the Code.  Any Fund shares subject
to a CDSC which were purchased prior to the termination of such waiver
shall have the CDSC waived as provided in the Fund's prospectus at the
time of the purchase of such shares.



                                 SCHEDULE C


Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable
to the Fund's Distributor shall be imposed on any redemption of Class C
shares within one year of the date of purchase.  The basis for calculating
the payment of any such CDSC shall be the method used in calculating the
CDSC for Class B shares.  In addition, the provisions for waiving the CDSC
shall be those set forth for Class B shares.



                                 SCHEDULE D



Conversion of Class B Shares--Class B shares shall automatically convert
to Class A shares on the first Fund business day of the month in which the
sixth anniversary of the date of purchase occurs (unless otherwise
specified by the Board), based on the relative net asset values for shares
of each such Class, and shall be subject to the Distribution Plan for
Class A shares but shall no longer be subject to the Distribution Plan and
Service Plan applicable to Class B shares.  (Such conversion is subject to
suspension by the Board members if adverse tax consequences might result.)
At that time, Class B shares that have been acquired through the
reinvestment of dividends and distributions ("Dividend Shares") shall be
converted in the proportion that a shareholder's Class B shares (other
than Dividend Shares) converting to Class A shares bears to the total
Class B shares then held by the shareholder which were not acquired
through the reinvestment of dividends and distributions.



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