File Nos. 811-5270
33-16338
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 55 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 55 [ 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.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
____ immediately upon filing pursuant to paragraph (b)
__X_ on December 4, 1997 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:
__X_ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A)
The following post-effective amendment to the Registrant's Registration
Statement on Form N-1A does not affect the Registration Statements of the
following Series of the Registrant:
DREYFUS BOND MARKET INDEX FUND
DREYFUS DISCIPLINED INTERMEDIATE BOND FUND
DREYFUS MONEY MARKET RESERVES
DREYFUS MUNICIPAL RESERVES
DREYFUS U.S. TREASURY RESERVES
DREYFUS DISCIPLINED STOCK FUND
DREYFUS DISCIPLINED MIDCAP STOCK FUND
DREYFUS INTERNATIONAL EQUITY ALLOCATION FUND
DREYFUS INSTITUTIONAL PRIME MONEY MARKET FUND
DREYFUS INSTITUTIONAL GOVERNMENT MONEY MARKET FUND
DREYFUS INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
DREYFUS INSTITUTIONAL S&P 500 STOCK INDEX FUND
DREYFUS PREMIER LIMITED TERM INCOME FUND
DREYFUS DISCIPLINED EQUITY INCOME FUND
DREYFUS PREMIER BALANCED FUND
DREYFUS PREMIER SMALL COMPANY STOCK FUND
DREYFUS PREMIER TAX ADVANTAGED GROWTH FUND
Items in
Part A of Prospectus
Form N-1A Caption Caption
- -------- ------- ----------
1 Cover Page Cover Page
2 Synopsis Expense Summary
3 Condensed Financial Financial Highlights
Information
4 General Description of Investment Objective
Registrant Management Policies; Investment
Techniques; Certain Portfolio
Securities; General Information
5 Management of the Fund Management of the Fund; General
Information
5A Management's Discussion Management's Discussion
of Fund's Performance of Fund's Performance
6 Capital Stock and Alternative Purchase
Other Securities Methods; How to Buy Shares;
How to Redeem Shares;
Dividends Other Distributions
and Taxes; General Information
7 Purchase of Securities Expense Summary; Alternative
Being Offered Purchase Methods; How to Buy
Shares; Shareholder Services;
Distribution Plans; How to
Redeem Shares
8 Redemption or How to Redeem Shares
Repurchase
ii
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A) (CONTINUED)
Items in
Part B of Statement of Additional
Form N-1a Caption Information Caption
- --------- ------- -------------------
9 Pending Legal Not Applicable
Proceedings
10 Cover Page Cover
11 Table of Contents Table of Contents
12 General Information Management of the Fund
and History
13 Investment Objectives Investment Objective
and Policies and Management Policies
14 Management of the Fund Management of the Fund;
Management Agreement
15 Control Persons and Management of the Fund
Principal Holders of
Securities
16 Investment Advisory Management of the Fund;
and Other Services Management Agreement;
Shareholder Services
17 Investment Allocation Investment Objectives and
and Other Services Management Policies; Portfolio
Transactions
18 Capital Stock and Description of the Fund; See
Other Securities Prospectus -- "Cover Page" and
"How to Redeem Fund Shares"
19 Purchase, Redemption Purchase of Shares;
and Pricing of Distribution and Service Plans;
Securities Being Offered Redemption of Shares;
Determination of Net Asset
Value
20 Tax Status Dividends, Other Distributions
and Taxes
21 Underwriters Purchase of Shares;
Distribution and Service Plans
22 Calculation of Performance Information
Performance Data
23 Financial Statements Financial Statements
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
iii
<PAGE>
DREYFUS PREMIER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A) (CONTINUED)
Items in
Part B of Statement of Additional
Form N-1a Caption Information Caption
- --------- ------- -------------------
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-4
30 Location of Accounts and Records C-10
31 Management Services C-10
32 Undertakings C-10
PART A
- ------
Registrant incorporates herein by reference in its entirety the information
about Dreyfus Premier Large Company Growth Fund contained in Part A of
Post-Effective Amendment No. 53 to the Registration Statement of The
Dreyfus/Laurel Funds, Inc. (the "Company"), which was filed electronically with
the Securities and Exchange Commission on August 20, 1997 pursuant to Rule
485(a) under the Securities Act of 1933, as amended (Accession No.
0000898432-97-000383)("Post-Effective Amendment No. 53").
PART B
- ------
Registrant incorporates herein by reference in its entirety the information
about Dreyfus Premier Large Company Growth Fund contained in Part B of
Post-Effective Amendment No. 53.
<PAGE>
THE DREYFUS/LAUREL FUNDS, INC.
(formerly, The Laurel Funds, Inc.)
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) FINANCIAL STATEMENTS:
--------------------
To be filed by amendment.
(b) EXHIBITS:
--------
1(a) Articles of Incorporation dated July 31, 1987. Incorporated
by reference to Post-Effective Amendment No. 41 to the
Registrant's Registration Statement on Form N-1A
("Post-Effective Amendment No. 41") filed on December 29,
1995.
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. Incorporated by
reference to Post-Effective Amendment No. 41.
1(d) Articles Supplementary dated March 31, 1994 reclassifying
shares. Incorporated by reference to Post-Effective Amendment
No. 41.
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 to the
Registrant's Registration Statement on Form N-1A
("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 to the Registrant's Registration Statement
on Form N-1A ("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.
<PAGE>
1(k) Articles of Amendment dated October 31, 1995 designating and
classifying shares. Incorporated by reference to
Post-Effective Amendment No. 41.
1(l) Articles of Amendment dated November 22, 1995 designating and
reclassifying shares. Incorporated by reference to
Post-Effective Amendment No. 41.
1(m) Articles of Amendment dated July 15, 1996. Incorporated by
reference to Post-Effective Amendment No. 53 to the
Registrant's Registration Statement on Form N-1A
("Post-Effective Amendment No. 53") filed on August 20, 1997.
1(n) Articles of Amendment dated February 27, 1997. Incorporated
by reference to Post-Effective Amendment No. 53.
1(o) Articles of Amendment dated August 13, 1997. Incorporated by
reference to Post-Effective Amendment No. 53.
2 Bylaws. Incorporated by reference to Post-Effective
Amendment No. 53.
3 Not Applicable.
4 Specimen security. Incorporated by reference to Post-Effective
Amendment No. 54 to the Registrant's Registration Statement on
Form N-1A.
5(a) Form of Investment Management Agreement between Mellon
Bank, N.A. and the Registrant. Incorporated by reference
to Post-Effective Amendment No. 41.
5(b) Amended Exhibit A to Investment Management Agreement between
Mellon Bank, N.A. and the Registrant. To be filed by
amendment.
5(c) 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.
5(d) Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Fayez Sarofim & Co. To be filed by amendment.
6(a) Distribution Agreement between Premier Mutual Fund Services,
Inc. and the Registrant. Incorporated by reference to
Post-Effective Amendment No. 31.
6(b) Amended Exhibit A to Distribution Agreement between Premier
Mutual Fund Services, Inc. and the Registrant. To be filed by
amendment.
7 Not Applicable.
8(a) Form of Custody Agreement between the Registrant and Mellon
Bank, N.A. Incorporated by reference to Post-Effective
Amendment No. 41.
8(b) Sub-Custodian Agreement between Mellon Bank, N.A. and Boston
Safe Deposit and Trust Company. To be filed by amendment.
C-2
<PAGE>
10 Opinion of counsel is incorporated by reference to the
Registrant's Registration Statement on Form N-1A --
Registration No. 33-16338 ("Registration Statement") filed on
August 6, 1987 and to Post-Effective Amendment No. 32.
Opinion and consent of counsel to be filed by amendment.
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.
15(b) Amended Exhibit A to Restated Distribution Plan (relating to
Investor Shares and Class A Shares). To be filed by
amendment.
15(c) Distribution Plan (relating to Class B Shares and Class C
Shares). To be filed by amendment.
15(d) Amended Service Plan (relating to Class B Shares, Class C
Shares and Class T Shares). To be filed by amendment.
15(e) Distribution Plan (relating to Class T shares). To be filed
amendment.
16 Schedule for computation of performance calculation is
incorporated by reference to Post-Effective Amendment No. 26
to the Registrant's Registration Statement on Form N-1A filed
on March 1, 1994.
17 To be filed by amendment.
18(a) Rule 18f-3 Plans. Incorporated by reference to Post-
Effective Amendment No. 50 to Registrant's Registration
Statement on Form N-1A filed on November 1, 1996.
18(b) Amended Exhibit I to Rule 18f-3 Plan. To be filed by
amendment.
18(c) Amended Schedule A to Rule 18f-3 Plan. To be filed by
amendment.
18(d) Rule 18f-3 Plan (relating to Dreyfus Premier Tax Advantaged
Growth Fund). To be filed by amendment.
25(a) Power of Attorney of Marie E. Connolly dated September 25,
1997. Filed herewith.
25(b) Powers of Attorney of the Directors dated October 24, 1996.
Incorporated by reference to Post-effective Amendment No. 53.
C-3
<PAGE>
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 Dreyfus
Premier Large Company Growth Fund as of October 30, 1997:
Class T Class A Class B Class C
Title Of Class Shares Shares Shares Shares
- -------------- ------ ------ ------ ------
Dreyfus Premier Large Company 1 1 1 1
Growth Fund
Item 27. INDEMNIFICATION
---------------
(a) Subject to the exceptions and limitations contained in Section (b)
below:
(i) every person who is, or has been a Director or officer of the
Registrant (hereinafter referred to as "Covered Person") shall be
indemnified by the appropriate Series to the fullest extent permitted by
law against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his being or
having been a Covered Person and against amounts paid or incurred by him
in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Registrant or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office
or (B) not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Funds; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Directors who are neither
interested persons of the Registrant nor are parties to the matter
based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon
a review of readily available facts (as opposed to a full trial-type
inquiry);
C-4
<PAGE>
provided, however, that any Shareholder may, by appropriate legal proceedings,
challenge any such determination by the Directors, or by independent counsel.
(c) The Registrant may purchase and maintain insurance on behalf of any
Covered Person against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability. The
Registrant may not acquire or obtain a contract for insurance that protects or
purports to protect any Covered Person against any liability to the Registrant
or its shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) above may be paid by the appropriate Series from time to time
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
applicable Series if it is ultimately determined that he is not entitled to
indemnification hereunder; provided, however, that either (i) such Covered
Person shall have provided appropriate security for such undertaking, (ii) the
Registrant is insured against losses arising out of any such advance payments or
(iii) either a majority of the Directors who are neither interested persons of
the funds nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
(as opposed to a full trial-type inquiry), that there is reason to believe that
such Covered Person will be found entitled to indemnification hereunder.
Item 28. BUSINESS AND OTHER CONNECTION 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.
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:
Skillman Foundation;
Member of The Board of Vintners Intl.
C-5
<PAGE>
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
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
W. KEITH SMITH Chairman and Chief Executive Officer:
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***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director 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.*
C-6
<PAGE>
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:
Dreyfus America Fund
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
World Balanced Fund****;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****;
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 America Fund;
World Balanced Fund****;
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 Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Secretary:
Vice President, The Dreyfus Consumer Credit Corporation*;
General Counsel Dreyfus Management, Inc.*;
and Secretary 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
C-7
<PAGE>
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company**;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.;
53 State Street
Exchange Place
Boston, MA 02109
Assistant Clerk
Dreyfus Insurance Agency of
Massachusetts, Inc.
111 State Street
Boston, Massachusetts 02109.
- --------------------------------------
* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** 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 69, Route `d`Esch, L-
1470 Luxembourg.
++++ The address of the business so indicated is 69, Route `d` Esch, L-
2953 Luxembourg.
C-8
<PAGE>
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 Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus LifeTime Portfolios, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus MidCap Index Fund
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
C-9
<PAGE>
49) Dreyfus New Leaders Fund, Inc. 50) Dreyfus New York
Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus S&P 500 Index Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Stock Index Fund, Inc.
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) General California Municipal Bond Fund, Inc.
73) General California Municipal Money Market Fund
74) General Government Securities Money Market Fund, Inc.
75) General Money Market Fund, Inc.
76) General Municipal Bond Fund, Inc.
77) General Municipal Money Market Fund, Inc.
78) General New York Municipal Bond Fund, Inc.
79) General New York Municipal Money Market Fund
80) Dreyfus Premier Insured Municipal Bond Fund
81) Dreyfus Premier California Municipal Bond Fund
82) Dreyfus Premier Equity Funds, Inc.
83) Dreyfus Premier Global Investing, Inc.
84) Dreyfus Premier GNMA Fund
85) Dreyfus Premier Growth Fund, Inc.
86) Dreyfus Premier Municipal Bond Fund
87) Dreyfus Premier New York Municipal Bond Fund
88) Dreyfus Premier State Municipal Bond Fund
89) Dreyfus Premier Worldwide Growth Fund, Inc.
90) Dreyfus Premier Value Fund
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 Office and Treasurer
Compliance Officer
Joseph F. Tower, III+ Senior Vice President, Vice President
Treasurer and Chief and Assistant
Financial Officer Treasurer
C-10
<PAGE>
John E. Pelletier+ Senior Vice President, Vice President
General Counsel, Secretary and Secretary
and Clerk
Richard W. Ingram+ Executive Vice President Vice President
and Secretary
Roy M. Moura+ First Vice President None
Elizabeth A. Keeley++ Vice President Vice President
and Assistant
Secretary
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- --------------------
+ Principal business address is One Exchange Place, 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. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 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 Board member or Board members when
C-11
<PAGE>
requested in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares 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.
(3) To file a post-effective amendment using financial statements, which
need not be certified, within six months from the effective date of
Registrant's 1933 Act Registration Statement.
C-12
<PAGE>
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 1993 and has duly
caused this Amendment to its 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 31st day of October, 1997.
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 10/31/97
- ------------------------
Marie E. Connolly
/s/Francis P. Brennan* Director, 10/31/97
________________________ Chairman of the Board
Francis P. Brennan
/s/Ruth Marie Adams* Director 10/31/97
- ------------------------
Ruth Marie Adams
/s/Joseph S. DiMartino* Director 10/31/97
- ------------------------
Joseph S. DiMartino
/s/James M. Fitzgibbons* Director 10/31/97
- ------------------------
James M. Fitzgibbons
/s/Kenneth A. Himmel* Director 10/31/97
- ------------------------
Kenneth A. Himmel
/s/Stephen J. Lockwood* Director 10/31/97
- ------------------------
Stephen J. Lockwood
/s/Roslyn M. Watson* Director 10/31/97
- ------------------------
Roslyn M. Watson
<PAGE>
/s/J. Tomlinson Fort* Director 10/31/97
- ------------------------
J. Tomlinson Fort
/s/Arthur L. Goeschel* Director 10/31/97
- ------------------------
Arthur L. Goeschel
/s/Arch S. Jeffery* Director 10/31/97
- ------------------------
Arch S. Jeffery
/s/John Sciullo* Director 10/31/97
- ------------------------
John Sciullo
*By: /s/ Elizabeth Keeley
------------------------
Attorney-in-Fact
<PAGE>
Exhibit 25(a)
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly, Mark
Karpe, Elizabeth A. Keeley and John E. Pelletier and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her, and
in his or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement for The
Dreyfus/Laurel Funds, Inc. (including post-effective amendments and amendments
thereto), and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Marie E. Connolly
Marie E. Connolly
Dated: September 25, 1997
<PAGE>
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
25(a) Power of Attorney of Marie E. Connelly
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
November 3, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Dreyfus/Laurel Funds, Inc.-- Post-Effective
Amendment No. 55 (File Nos. 33-16338 and 811-5270)
Counsel's Representation Pursuant To Rule 485(B)(4)
---------------------------------------------------
Dear Sir or Madam:
In my capacity as counsel to The Dreyfus/Laurel Funds, Inc. (the
"Registrant"), I have reviewed Post-Effective Amendment No. 55 to the
Registrant's Registration Statement on Form N-1A. It is intended that
Post-Effective Amendment No. 55, which is being transmitted currently herewith,
will become effective immediately upon filing pursuant to Rule 485(b) under the
Securities Act of 1933, as amended. In my view, the amendment does not contain
any disclosures that would render it ineligible to become effective pursuant to
Rule 485(b).
Very truly yours,
/s/ Thomas M. Leahey
Thomas M. Leahey
