DREYFUS DISCIPLINED EQUITY INCOME FUND
N-30D, 2000-05-01
Previous: MEDSTONE INTERNATIONAL INC/, DEF 14A, 2000-05-01
Next: CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT, 485BPOS, 2000-05-01




Dreyfus

Tax-Smart

Growth Fund

SEMIANNUAL REPORT February 29, 2000

(reg.tm)





The  views  expressed herein are current to the date of this report. These views
and  the  composition  of the fund's portfolio are subject to change at any time
based on market and other conditions.

   * Not FDIC-Insured  * Not Bank-Guaranteed  * May Lose Value

Year 2000 Issues (Unaudited)

The fund could be adversely affected if the computer systems used by Dreyfus and
the fund's other service providers do not properly process and calculate
date-related information from and after January 1, 2000. Dreyfus has taken steps
designed to avoid year 2000-related problems in its systems and to monitor the
readiness  of other service providers.  In addition, issuers of securities in
which the fund invests may be adversely affected by year 2000-related problems.
This could have an impact on the value of the fund's investments and its share
price.


                                 Contents

                                 THE FUND
- --------------------------------------------------

                             2   Letter from the President

                             3   Discussion of Fund Performance

                             6   Statement of Investments

                             9   Statement of Assets and Liabilities

                            10   Statement of Operations

                            11   Statement of Changes in Net Assets

                            12   Financial Highlights

                            13   Notes to Financial Statements

                                 FOR MORE INFORMATION
- ---------------------------------------------------------------------------

                                 Back Cover

                                                                       The Fund

                                                                        Dreyfus

                                                          Tax-Smart Growth Fund

LETTER FROM THE PRESIDENT

Dear Shareholder:

We  are  pleased  to present this semiannual report for Dreyfus Tax-Smart Growth
Fund,  covering the six-month period from September 1, 1999 through February 29,
2000.  Inside,  you' ll find valuable information about how the fund was managed
during  the  reporting  period, including a discussion with the fund's portfolio
manager,  Fayez  Sarofim,  of  Fayez  Sarofim  & Co.,  the fund's sub-investment
adviser.

The  past  six months have been both highly volatile and generally rewarding for
investors  in  U.S.  stocks.  Although  the market's advance continued to be led
primarily  by  technology stocks in a fast-growing economy, other market sectors
also  produced  good  results.  As a result, by the end of 1999 most major stock
market indices hit new highs, including the Dow Jones Industrial Average, the S&
P 500 Index of large-cap stocks, the technology-heavy Nasdaq 100 and the Russell
2000 Index of small-capitalization stocks.

During  the first two months of the year 2000, however, the large-capitalization
sector  of  the  stock  market  corrected  substantially, and small- and mid-cap
stocks  generally  outperformed large-capitalization stocks. Retail-, media- and
housing-related companies were particularly hard-hit, primarily because of their
significant  exposure  to  the  adverse effects of rising interest rates. On the
other  hand, health care and electric utility stocks have gained strength so far
in 2000, although both had suffered declines during 1999.

We  appreciate  your confidence over the past six months, and we look forward to
your continued participation in Dreyfus Tax-Smart Growth Fund.

Sincerely,


Stephen E. Canter

President and Chief Investment Officer

The Dreyfus Corporation

March 23, 2000




DISCUSSION OF FUND PERFORMANCE

Fayez Sarofim, Portfolio Manager Fayez Sarofim & Co., Sub-Investment Adviser

How did Dreyfus Tax-Smart Growth Fund perform relative to its benchmark?

For  the  six-month  period ended February 29, 2000, the fund's total return was
- -0.62% .(1)  For  the same period, the total return of the Standard & Poor's 500
Composite  Stock Price Index (S&P 500 Index or Index), the fund's benchmark, was
4.10%.(2)

We  attribute  the  fund' s  relative  underperformance during the period to the
narrow  base  of  technology-related  stocks  that supported the S&P 500 Index's
rise.  Because  the fund held a lower percentage of these technology stocks than
the S&P 500 Index, the Index produced higher returns.

What is the fund's investment approach?

The  fund  seeks  long-term  capital  appreciation  consistent  with  minimizing
realized  capital  gains  and  taxable  current  income.  We evaluate investment
opportunities  one  company  at  a  time in order to identify large, established
growth  companies  that  we  believe  are  well  positioned to weather difficult
economic  climates  and  thrive during favorable times. Such companies typically
are  selected  for  their  sustained  patterns  of profitability, strong balance
sheets,  talented  management teams, expanding global presence and above-average
growth potential.

Our  investment  strategy  is also predicated on purchasing growth at a price we
consider  to  be  justified  by a company's fundamentals. For example, while the
fund  was  invested  in  several leading technology companies during the period,
such as Intel and Microsoft, we avoided most Internet companies because we found
their  prices to be higher than warranted by their financial strength and growth
rates.

Central  to  our  objective  of  minimizing taxable distributions, we maintain a
" buy-and-hold"  investment  strategy.  This  strategy  is  based  on   The Fund


DISCUSSION OF FUND PERFORMANCE (CONTINUED)

remaining  fully  invested  and  on  targeting long-term growth over a three- to
five-year time frame, rather than going for short-term profits.

What other factors influenced the fund's performance?

The  fund  was  adversely  influenced by lackluster performance in virtually all
market sectors except technology. Although the S&P 500 Index ended calendar year
1999  at a record high, a handful of technology stocks accounted for most of the
Index' s  rise. During the first two months of 2000, when the S&P 500 Index fell
7.00% , most of the decline was attributable to non-technology stocks. While the
fund  benefited  from  owning  significant  positions  in a few well-established
technology  stocks,  our  relative performance suffered because we held fewer of
these stocks than the Index.

Economic  forces  also  affected  the fund's performance. High rates of economic
growth  in  1999  caused the Federal Reserve Board to continue to raise interest
rates  twice more over the past six months. Higher interest rates took a toll on
interest-rate-sensitive   market   sectors,   including   consumer  staples  and
financials. Because we allocated more of the fund's assets to these sectors than
other areas, the fund's performance suffered.

What is the fund's current strategy?

We  have  continued  to employ our long-term sector selection strategy, which is
designed  to  identify  industries  likely to enjoy long-term growth. During the
reporting  period,  this  process  led us to maintain the fund's emphasis on the
health  care,  consumer  staple  and  financial  sectors,  and  to  de-emphasize
commodities  and  basic  industries.  Our investment discipline also led us away
from  technology  companies  with  stock  prices  higher  than  we  judged to be
warranted by their business fundamentals.

While  our  emphasis  on  health care and consumer staple stocks constrained the
fund' s ability to keep pace with the S&P 500 Index, many individual holdings in
these  sectors  performed  well.  The  fund' s  top performers included consumer
electronics    giant    Sony,    which    benefited

from  investor enthusiasm for new products. Other winners included capital goods
conglomerate  General Electric, one of the fund's largest holdings as of the end
of  the  reporting  period.  Furthermore,  our  relatively light exposure to the
troubled  commodities  and  basic  industry sectors assisted the fund's relative
performance.

Despite  rising  interest rates in the United States, inflation has remained low
while consumer confidence has remained high. Economic growth in overseas markets
should  also  support  the  earnings of large, global companies. As a result, we
have  seen  little  reason  to alter our sector allocation or security selection
strategies.

March 23, 2000

(1)  TOTAL RETURN INCLUDES REINVESTMENT OF DIVIDENDS AND ANY CAPITAL GAINS PAID.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.  SHARE PRICE AND INVESTMENT
RETURN FLUCTUATE SUCH THAT UPON REDEMPTION, FUND SHARES MAY BE WORTH MORE OR
LESS THAN THEIR ORIGINAL COST.

(2)  SOURCE: LIPPER ANALYTICAL SERVICES, INC. -- REFLECTS THE REINVESTMENT OF
DIVIDENDS AND, WHERE APPLICABLE, CAPITAL GAIN DISTRIBUTIONS.  THE STANDARD &
POOR'S 500 COMPOSITE STOCK PRICE INDEX ("S&P 500 INDEX") IS A WIDELY ACCEPTED,
UNMANAGED INDEX OF U.S. STOCK MARKET PERFORMANCE.

                                                             The Fund

STATEMENT OF INVESTMENTS

STATEMENT OF INVESTMENTS
<TABLE>
<CAPTION>

February 29, 2000 (Unaudited)

COMMON STOCKS--99.2%                                                                             Shares                Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

CAPITAL GOODS--7.5%

<S>                                                                                              <C>                     <C>
Emerson Electric                                                                                 12,000                  546,750

General Electric                                                                                 16,000                2,115,000

Honeywell International                                                                          18,000                  866,250

Rockwell International                                                                           15,000                  678,750

                                                                                                                       4,206,750

COMMUNICATIONS--4.7%

Bell Atlantic                                                                                    12,000                  587,250

BellSouth                                                                                        26,000                1,059,500

SBC Communications                                                                               26,580                1,010,040

                                                                                                                       2,656,790

CONSUMER CYCLICAL--2.2%

Ford Motor                                                                                       30,000                1,248,750

CONSUMER STAPLES--1.8%

Walgreen                                                                                         40,000                1,032,500

ELECTRONICS--8.7%

Conexant Systems                                                                                  6,000  (a)             589,500

Intel                                                                                            38,000                4,294,000

                                                                                                                       4,883,500

ENERGY--5.7%

BP Amoco, ADS                                                                                     23,000               1,081,000

Chevron                                                                                           10,000                 746,875

Exxon Mobil                                                                                       18,080               1,361,650

                                                                                                                       3,189,525

FINANCE--4.6%

Bank of America                                                                                    9,036                 416,221

Chase Manhattan                                                                                   18,000               1,433,250

SunTrust Banks                                                                                    15,000                 762,187

                                                                                                                       2,611,658

FINANCE--MISC.--7.7%

American Express                                                                                   6,000                 805,125

Associates First Capital, Cl. A                                                                   30,000                 596,250

Citigroup                                                                                         30,000               1,550,625

Federal National Mortgage Association                                                             20,000               1,060,000

Merrill Lynch                                                                                      3,000                 307,500

                                                                                                                       4,319,500


COMMON STOCKS (CONTINUED)                                                                         Shares                   Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

FOOD, BEVERAGE & TOBACCO--5.6%

Coca-Cola                                                                                         30,000               1,453,125

PepsiCo                                                                                           30,000                 967,500

Philip Morris Cos.                                                                                35,000                 702,187

                                                                                                                       3,122,812

HEALTH CARE--13.2%

Abbott Laboratories                                                                               20,000                 655,000

American Home Products                                                                            15,000                 652,500

Bristol-Myers Squibb                                                                              15,000                 852,187

Johnson & Johnson                                                                                 18,000               1,291,500

Merck & Co.                                                                                       22,000               1,354,375

Pfizer                                                                                            68,000               2,184,500

Warner-Lambert                                                                                     5,000                 427,813

                                                                                                                       7,417,875

HOUSEHOLD PRODUCTS--MISC.--4.9%

Colgate-Palmolive                                                                                 16,000                 835,000

Gillette                                                                                          25,000                 881,250

Procter & Gamble                                                                                  12,000               1,056,000

                                                                                                                       2,772,250

INSURANCE--2.9%

Berkshire Hathaway, Cl. A                                                                            12  (a)             528,000

Berkshire Hathaway, Cl. B                                                                             6  (a)               8,640

Marsh & McLennan Cos.                                                                            14,000                1,083,250

                                                                                                                       1,619,890

MEDIA/ENTERTAINMENT--8.4%

Fox Entertainment Group, Cl. A                                                                   24,000  (a)             631,500

McDonald's                                                                                       23,000                  725,937

Sony, ADR                                                                                         8,000                2,507,000

Viacom, Cl. B                                                                                    15,000  (a)             836,250

                                                                                                                       4,700,687

PUBLISHING--1.4%

McGraw-Hill Cos.                                                                                 16,000                  814,000

RETAIL--1.9%

Wal-Mart Stores                                                                                  22,000                1,071,125

TECHNOLOGY--15.7%

Cisco Systems                                                                                    19,000  (a)           2,511,563

                                                                                                     The Fund

STATEMENT OF INVESTMENTS (Unaudited) (CONTINUED)

COMMON STOCKS (CONTINUED)                                                                        Shares                    Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

TECHNOLOGY (CONTINUED)

EMC                                                                                               9,000  (a)           1,071,000

Hewlett-Packard                                                                                  15,000                2,017,500

International Business Machines                                                                  15,000                1,530,000

Microsoft                                                                                        19,000  (a)           1,698,125

                                                                                                                       8,828,188

TEXTILES--APPARREL--.2%

Polo Ralph Lauren                                                                                 7,500  (a)             125,625

TRANSPORTATION--2.1%

Norfolk Southern                                                                                 25,000                  339,063

United Parcel Service, Cl. B                                                                     15,200                  830,300

                                                                                                                       1,169,363

TOTAL COMMON STOCKS

      (cost $53,643,987)                                                                                              55,790,788
- ------------------------------------------------------------------------------------------------------------------------------------

PREFERRED STOCKS--.4%
- ------------------------------------------------------------------------------------------------------------------------------------

PUBLISHING;

News Corp, ADR, Cum., $.4428

   (cost $101,138)                                                                                4,000                  201,250
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                              Principal

SHORT-TERM INVESTMENTS--.4%                                                                      Amount ($)                Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

U.S. TREASURY BILLS:

   5.05%, 3/16/2000                                                                              44,000                   43,908

   5.26%, 3/23/2000                                                                              86,000                   85,739

   5.07%, 3/30/2000                                                                             122,000                  121,493

TOTAL SHORT-TERM INVESTMENTS

   (cost $251,132)                                                                                                       251,140
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENT (cost $53,996,257)                                                              100.0%               56,243,178

LIABILITIES, LESS CASH AND RECEIVABLES                                                              .0%                 (15,309)

NET ASSETS                                                                                       100.0%               56,227,869

(A) NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.


</TABLE>

STATEMENT OF ASSETS AND LIABILITIES

February 29, 2000 (Unaudited)

                                                             Cost         Value
- --------------------------------------------------------------------------------

ASSETS ($):

Investments in securities--See Statement of Investments  53,996,257  56,243,178

Cash                                                                     89,001

Receivable for investment securities sold                               680,811

Dividends receivable                                                     87,425

Receivable for shares of Common Stock subscribed                          9,291

                                                                     57,109,706
- --------------------------------------------------------------------------------

LIABILITIES ($):

Due to The Dreyfus Corporation and affiliates                            59,133

Due to Distributor                                                        2,672

Payable for investment securities purchased                             820,032

                                                                        881,837
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                       56,227,869
- --------------------------------------------------------------------------------

COMPOSITION OF NET ASSETS ($):

Paid-in capital                                                      54,325,034

Accumulated distributions in excess of investment income-net            (2,483)

Accumulated net realized gain (loss) on investments                   (341,603)

Accumulated net unrealized appreciation (depreciation)

   on investments--Note 3                                            2,246,921
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                      56,227,869
- --------------------------------------------------------------------------------

SHARES OUTSTANDING

(100 million shares of $.001 par value Common Stock authorized)       3,622,172

NET ASSET VALUE, offering and redemption price per share--Note 2(c) ($)
                                                                          15.52

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund


STATEMENT OF OPERATIONS

Six Months Ended February 29, 2000 (Unaudited)

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

INVESTMENT INCOME ($):

INCOME:

Cash dividends (net of $1,346 foreign taxes withheld at source)        365,252

Interest                                                                35,934

TOTAL INCOME                                                           401,186

EXPENSES:

Management fee--Note 2(a)                                              304,754

Distribution fees--Note 2(b)                                            69,262

Loan commitment fees--Note 4                                               322

TOTAL EXPENSES                                                         374,338

INVESTMENT INCOME--NET                                                  26,848
- --------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NOTE 3 ($):

Net realized gain (loss) on investments                              (339,940)

Net unrealized appreciation (depreciation) on investments            (191,131)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS               (531,071)

NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS               (504,223)

SEE NOTES TO FINANCIAL STATEMENTS.



STATEMENT OF CHANGES IN NET ASSETS

                                         Six Months Ended

                                        February 29, 2000          Year Ended

                                              (Unaudited)     August 31, 1999(a)
- --------------------------------------------------------------------------------

OPERATIONS ($):

Investment income--net                             26,848              72,473

Net realized gain (loss) on investments         (339,940)              (1,663)

Net unrealized appreciation (depreciation)
   on investments                               (191,131)           2,438,052

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                    (504,223)           2,508,862
- --------------------------------------------------------------------------------

DIVIDENDS TO SHAREHOLDERS FROM ($):

INVESTMENT INCOME--NET                           (87,987)             (13,817)
- --------------------------------------------------------------------------------

CAPITAL STOCK TRANSACTIONS ($):

Net proceeds from shares sold                  13,586,254          51,207,743

Dividends reinvested                               84,692              13,550

Cost of shares redeemed                       (7,281,035)          (5,786,170)

INCREASE (DECREASE) IN NET ASSETS FROM
   CAPITAL STOCK TRANSACTIONS                  6,389,911           45,435,123

TOTAL INCREASE (DECREASE) IN NET ASSETS        5,797,701           47,930,168
- --------------------------------------------------------------------------------

NET ASSETS ($):

Beginning of Period                            50,430,168            2,500,000

END OF PERIOD                                  56,227,869           50,430,168

Undistributed (distributions in excess of)
   investment income--net                         (2,483)               58,656
- --------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS (SHARES):

Shares sold                                       849,058            3,393,751

Shares issued for dividends reinvested              5,189                  939

Shares redeemed                                 (455,822)             (370,943)

NET INCREASE (DECREASE) IN SHARES OUTSTANDING     398,425             3,023,747

(A)  FROM SEPTEMBER 30, 1998 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1999.

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund


FINANCIAL HIGHLIGHTS

The  following table describes the performance for the fiscal periods indicated.
Total return shows how much your investment in the fund would have increased (or
decreased)  during  each  period,  assuming you had reinvested all dividends and
distributions.  These  figures  have  been  derived  from  the  fund's financial
statements.

                                               Six Months Ended

                                              February 29, 2000    Year Ended

                                                    (Unaudited)     August 31,
                                                                         1999(a)
- --------------------------------------------------------------------------------

PER SHARE DATA ($):

Net asset value, beginning of period                      15.64       12.50

Investment Operations:

Investment income--net                                      .01(b)      .06(b)

Net realized and unrealized

   gain (loss) on investments                              (.10)       3.10

Total from Investment Operations                           (.09)       3.16

Distributions:

Dividends from investment income--net                      (.03)       (.02)

Net asset value, end of period                            15.52       15.64
- --------------------------------------------------------------------------------

TOTAL RETURN (%)                                           (.62)(c)   25.26(c)
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA (%):

Ratio of expenses to average net assets                     .67(c)     1.24(c)

Ratio of net investment income

   to average net assets                                    .05(c)      .26(c)

Portfolio Turnover Rate                                    2.03(c)        --
- --------------------------------------------------------------------------------

Net Assets, end of period ($ x 1,000)                      56,228      50,430

(A) FROM SEPTEMBER 30, 1998 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1999.

(B) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(C) NOT ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS.




NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1--Significant Accounting Policies:

Dreyfus  Tax-Smart  Growth Fund (the "fund") is a separate diversified series of
The  Dreyfus/Laurel  Funds,  Inc.  (the "Company") which is registered under the
Investment  Company  Act  of  1940,  as  amended  (the  "Act" ), as  an open-end
management  investment  company  and  operates  as  a  series  company currently
offering nineteen series, including the fund. The fund's investment objective is
to  achieve  long-term  capital appreciation consistent with minimizing realized
capital   gains  and  taxable  current  income.  The  Dreyfus  Corporation  (the
" Manager" ) serves  as  the  fund's investment adviser. The Manager is a direct
subsidiary  of  Mellon  Bank,  N.A.  (" Mellon  Bank" ), which is a wholly-owned
subsidiary  of  Mellon  Financial  Corporation.  Fayez Sarofim & Co. ("Sarofim")
serves  as the fund's sub-investment adviser. Premier Mutual Fund Services, Inc.
(the  "Distributor" ) is the distributor of the fund's shares, which are sold to
the public without a sales charge.

The  fund' s  financial  statements  are  prepared  in accordance with generally
accepted accounting principles which may require the use of management estimates
and assumptions. Actual results could differ from those estimates.

(A) PORTFOLIO VALUATION: Investments in securities (including financial futures)
are  valued  at  the  last  sales price on the securities exchange on which such
securities  are  primarily  traded  or  at  the last sales price on the national
securities  market.  Securities  not  listed  on  an  exchange  or  the national
securities  market,  or  securities  for  which  there were no transactions, are
valued at the average of the most recent bid and asked prices. Bid price is used
when  no  asked  price  is  available.  Securities  for  which there are no such
valuations  are  valued  at  fair  value  as  determined in good faith under the
direction of the Board of Directors.

(B)  SECURITIES  TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded  on  a  trade  date  basis.  Realized  gain  and  loss  from securities
transactions  are  recorded  on  the  identified  cost basis. Dividend income is
recognized  on  the  ex-dividend  date  and  interest  income,  including, where
applicable,  amortization  of  discount  on  investments,  is  recognized on the
accrual basis.

                                                             The Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

(C)  FINANCIAL  FUTURES:  The  fund may invest in financial futures contracts in
order  to gain exposure to or protect against changes in the market. The fund is
exposed  to  market  risk  as a result of changes in the value of the underlying
financial  instruments.  Investments  in  financial  futures require the fund to
"mark to market" on a daily basis, which reflects the change in the market value
of the contracts at the close of each day's trading. Typically, variation margin
payments  are received or made to reflect daily unrealized gains or losses. When
the  contracts  are  closed,  the fund recognizes a realized gain or loss. These
investments  require  initial margin deposits with a custodian, which consist of
cash  or  cash  equivalents, up to approximately 10% of the contract amount. The
amount  of  these  deposits  is  determined by the exchange or Board of Trade on
which  the  contract  is  traded and is subject to change. At February 29, 2000,
there were no open financial futures contracts.

(D)  DISTRIBUTIONS  TO  SHAREHOLDERS:  Dividends are recorded on the ex-dividend
date.  Dividends  from  investment  income-net  and  dividends from net realized
capital  gain, if any, are normally declared and paid annually, but the fund may
make  distributions  on  a  more  frequent basis to comply with the distribution
requirements  of  the Internal Revenue Code of 1986, as amended (the "Code"). To
the  extent  that  net  realized  capital  gain  can  be  offset by capital loss
carryovers, if any, it is the policy of the fund not to distribute such gain.

(E) FEDERAL INCOME TAXES: It is the policy of the fund to continue to qualify as
a  regulated  investment company, if such qualification is in the best interests
of  its  shareholders,  by complying with the applicable provisions of the Code,
and  to  make  distributions  of  taxable  income  sufficient to relieve it from
substantially all Federal income and excise taxes.

NOTE 2--Investment Management Fee and Other Transactions With Affiliates:

(A)  INVESTMENT  MANAGEMENT  FEE: Pursuant to an Investment Management agreement
with the Manager, the Manager provides or arranges for one or more third parties
and/or  affiliates to provide investment advisory, administrative, custody, fund
accounting    and

transfer  agency  services to the fund. The Manager also directs the investments
of   the  fund  in  accordance  with  its  investment  objective,  policies  and
limitations.  For these services, the fund is contractually obligated to pay the
Manager a fee, calculated daily and paid monthly, at the annual rate of 1.10% of
the  value  of  the fund's average daily net assets. Out of its fee, the Manager
pays  all  of  the  expenses of the fund except brokerage fees, taxes, interest,
commitment fees, Rule 12b-1 distribution fees and expenses, fees and expenses of
non-interested Directors (including counsel fees) and extraordinary expenses. In
addition,  the  Manager  is required to reduce its fee in an amount equal to the
fund' s  allocable  portion of fees and expenses of the non-interested Directors
(including  counsel) . Each  director receives $40,000 per year, plus $5,000 for
each  joint  Board meeting of The Dreyfus/Laurel Funds, Inc., The Dreyfus/Laurel
Tax-Free   Municipal   Funds,   and   The   Dreyfus/Laurel   Funds   Trust  (the
" Dreyfus/Laurel  Funds" ) attended,  $2,000  for  separate  committee  meetings
attended  which  are  not  held  in conjunction with a regularly scheduled board
meeting  and  $500  for  Board meetings and separate committee meetings attended
that  are  conducted by telephone and is reimbursed for travel and out-of-pocket
expenses.  The  Chairman  of  the  Board  receives  an  additional  25%  of such
compensation  (with  the  exception  of reimbursable amounts). In the event that
there  is  a joint committee meeting of the Dreyfus/Laurel Funds and the Dreyfus
High  Yield  Strategies  Fund,  the  $2,000  fee  will  be allocated between the
Dreyfus/Laurel  Funds and the Dreyfus High Yield Strategies Fund. These fees and
expenses  are  charged and allocated to each series based on net assets. Amounts
required  to  be  paid  by the Company directly to the non-interested Directors,
that  would  be applied to offset a portion of the management fee payable to the
Manager,  are  in  fact  paid  directly  by  the  Manager  to the non-interested
Directors.

Pursuant to a Sub-Investment Advisory Agreement between the Manager and Sarofim,
the Manager has agreed to pay Sarofim an annual fee of .30 of 1% of the value of
the fund's average daily net assets, payable monthly.

                                                             The Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

(B)  DISTRIBUTION  PLAN: Under a Distribution Plan (the "Plan") adopted pursuant
to  Rule  12b-1 under the Act, the fund may pay annually up to .25% of the value
of the fund's average daily net assets to compensate Mellon Bank, the Manager or
Dreyfus  Service  Corporation,  an  affiliate  of  the  Manager, for shareholder
servicing  activities  and  the Distributor for shareholder servicing activities
and expenses primarily intended to result in the sale of fund shares. During the
period  ended  February  29,  2000, the fund was charged $69,262 pursuant to the
Plan.

(C)  A  1% redemption fee is charged and retained by the fund on shares redeemed
within  six  months  following  the date of issuance, including redemptions made
through the use of the fund's exchange privilege.

(D)  BROKERAGE  COMMISSIONS: During the period ended February 29, 2000, the fund
incurred  total  brokerage  commissions  of  $8,304, of which $2,100 was paid to
Dreyfus  Brokerage  Services,  a  wholly-owned  subsidiary  of  Mellon Financial
Corporation.

NOTE 3--Securities Transactions:

The  aggregate amount of purchases and sales of investment securities, excluding
short-term  securities,  during  the period ended February 29, 2000, amounted to
$9,949,389 and $1,095,702, respectively.

At February 29, 2000, accumulated net unrealized appreciation on investments was
$2,246,921,   consisting   of   $9,031,927  gross  unrealized  appreciation  and
$6,785,006 gross unrealized depreciation.

At  February  29,  2000, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
Statement of Investments).

NOTE 4--Bank Line of Credit:

The  fund  participates  with  other  Dreyfus-managed  funds  in  a $500 million
redemption  credit  facility  (the  "Facility" ) to be utilized for temporary or
emergency  purposes,  including  the  financing  of  redemptions.  In connection
therewith, the fund has agreed to pay commit

ment  fees  on  its pro rata portion of the Facility. Interest is charged to the
fund  at  rates  based  on  prevailing  market  rates  in  effect at the time of
borrowings.  During  the period ended February 29, 2000, the fund did not borrow
under the Facility.

NOTE 5--Subsequent Event:

At  a  meeting  of  the  fund's Board of Directors held on January 27, 2000, the
Board  approved the temination of the fund's Distribution Agreement with Premier
Mutual  Fund  Services,  Inc.,  and  approved  a new Distribution Agreement with
Dreyfus  Service  Corporation, a wholly-owned subsidiary of the Manager. The new
Distribution  Agreement  with  Dreyfus  Service  Corporation became effective on
March 22, 2000.

                                                             The Fund

                        For More Information

                        Dreyfus Tax-Smart Growth Fund

                        200 Park Avenue

                        New York, NY 10166

                        Investment Adviser

                        The Dreyfus Corporation

                        200 Park Avenue

                        New York, NY 10166

                        Sub-Investment Adviser

                        Fayez Sarofim & Co.

                        Two Houston Center

                        Suite 2907

                        Houston, TX 77010

                        Custodian

                        Mellon Bank, N.A.

                        One Mellon Bank Center

                        Pittsburgh, PA 15258

                        Transfer Agent &

                        Dividend Disbursing Agent

                        Dreyfus Transfer, Inc.

                        P.O. Box 9671

                        Providence, RI 02940

                        Distributor

                        Dreyfus Service Corporation

                        200 Park Avenue

                        New York, NY 10166

To obtain information:

BY TELEPHONE Call 1-800-645-6561

BY MAIL  Write to:  The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

BY E-MAIL  Send your request to [email protected]

ON THE INTERNET  Information can be viewed online or downloaded from:

http://www.dreyfus.com

(c) 2000 Dreyfus Service Corporation                                   047SA002





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission