DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND INC
497, 1995-03-01
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                                FOR USE BY BANKS ONLY

                                                         February 28, 1995

                           DREYFUS WORLDWIDE DOLLAR MONEY
                                  MARKET FUND, INC.

                              Supplement to Prospectus
                               Dated February 28, 1995

      All mutual fund shares involve certain investment risks, including
the possible loss of principal.

                                                         762/s022895IST



- --------------------------------------------------------------------------
PROSPECTUS                                                  FEBRUARY 28, 1995
               DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
- ----------------------------------------------------------------------------
        DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC. (THE "FUND") IS AN
OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET
MUTUAL FUND. ITS GOAL IS TO PROVIDE YOU WITH AS HIGH A LEVEL OF CURRENT
INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY.
        YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY. THE FUND PROVIDES FREE REDEMPTION CHECKS, WHICH YOU CAN USE IN
AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY BILLS. YOU CONTINUE TO EARN INCOME
ON THE AMOUNT OF THE CHECK UNTIL IT CLEARS. YOU CAN PURCHASE OR REDEEM SHARES
BY TELEPHONE USING DREYFUS TELETRANSFER.
        THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.
        THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
        THE STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 28, 1995,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST
TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO
THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR
CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
        AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
        MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY.
- ---------------------------------------------------------------------------
                                TABLE OF CONTENTS
                                                                        PAGE
           ANNUAL FUND OPERATING EXPENSES....................             3
           CONDENSED FINANCIAL INFORMATION...................             3
           YIELD INFORMATION.................................             4
           DESCRIPTION OF THE FUND...........................             4
           MANAGEMENT OF THE FUND............................             9
           HOW TO BUY FUND SHARES............................            10
           SHAREHOLDER SERVICES..............................            12
           HOW TO REDEEM FUND SHARES.........................            15
           SHAREHOLDER SERVICES PLAN.........................            18
           DIVIDENDS, DISTRIBUTIONS AND TAXES................            18
           GENERAL INFORMATION...............................            19
- ----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------------------
[This Page Intentionally Left Blank]
           Page 2
                              ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
  Management Fees.......................................      .50%
  Other Expenses........................................      .34%
  Total Fund Operating Expenses.........................      .84%

<TABLE>
<CAPTION>


EXAMPLE:                                         1 YEAR         3 YEARS       5 YEARS         10 YEARS
    <S>                                            <C>            <C>            <C>            <C>
    You would pay the following
    expenses on a $1,000 investment, assuming
    (1) 5% annual return and (2) redemption at
    the end of each time period:                   $9             $27            $47            $104
</TABLE>
- ---------------------------------------------------------------------------
        THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
- -----------------------------------------------------------------------------
        The purpose of the foregoing table is to assist you in understanding
the various costs and expenses borne by the Fund, and therefore indirectly by
investors, the payment of which will reduce investors' return on an annual
basis. You can purchase Fund shares without charge directly from the Fund's
distributor; you may be charged a nominal fee if you effect transactions in
Fund shares through a securities dealer, bank or other financial institution.
See "Management of the Fund" and "Shareholder Services Plan."
                     CONDENSED FINANCIAL INFORMATION
        The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
                        FINANCIAL HIGHLIGHTS
        Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from information provided in the Fund's financial
statements.
<TABLE>
<CAPTION>


                                                                           YEAR ENDED OCTOBER 31,
                                                        --------------------------------------------------------------------
PER SHARE DATA:                                         1989(1)        1990        1991        1992        1993        1994
                                                        ----           ----        ----        ----        -----       -----
    <S>                                                <C>           <C>          <C>        <C>          <C>         <C>
    Net asset value, beginning of year....             $1.0000       $1.0000      $1.0000    $1.0000      $1.0001     $1.0001
                                                       -------        ------       -------    -------      ------     ------
    INVESTMENT OPERATIONS:
    Investment income_net................                .0668         .0848        .0668      .0414        .0272       .0311
    Net realized and gain (loss) on investments..          --            --           --         --        (.0001)      .0001
                                                        ------        ------       -------    -------      ------     ------
      TOTAL FROM INVESTMENT OPERATIONS....               .0668         .0848        .0668      .0414        .0271       .0312
                                                        ------        ------       _______    -------      ------     ------
    DISTRIBUTIONS:
    Dividends from investment income_net...             (.0668)       (.0848)      (.0668)    (.0413)      (.0271)
    (.0313) Dividends from net realized
      gain on investments..................               --             --           --         --           --          --
                                                        ------        ------       -------    -------      ------     ------
      TOTAL DISTRIBUTIONS.................              (.0668)       (.0848)      (.0668)    (.0413)      (.0271)
(.0313)
                                                        ------        ------       -------    -------      ------     ------
    Net asset value, end of year..........             $1.0000       $1.0000      $1.0000    $1.0001      $1.0001     $1.0000
                                                       =======       =======      =======     ========    ========    =======
TOTAL INVESTMENT RETURN...................             10.00%(2)      8.81%        6.88%      4.21%        2.75%       3.17%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets..              --          .01%         .23%       .47%         .77%        .84%
    Ratio of net investment income
      to average net assets...............              9.43%(2)      8.44%        6.69%      4.21%        2.76%       3.07%
    Decrease reflected in above expense ratios due to
      undertakings by The Dreyfus Corporation....        .82%(2)       .71%         .43%       .21%         .02%        --
    Net Assets, end of year (000's Omitted)......    $3,581,879    $9,336,655   $8,610,297  $6,158,701  $3,438,076 $2,469,367
- --------------
(1) From February 23, 1989 (commencement of operations) to October 31, 1989.
(2) Annualized.

</TABLE>
           Page 3
                               YIELD INFORMATION
        From time to time, the Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Fund refers to the income generated
by an investment in the Fund over a seven-day period (which period will be
stated in the advertisement). This income is then annualized. That is, the
amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of
the investment. The effective yield is calculated similarly, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The Fund's
yield and effective yield may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Fund."
        Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, under certain conditions such information may
not provide a basis for comparison with domestic bank deposits, other
investments which pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of computing yield.
        Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, N. Palm Beach, Fla.
33408, IBC/Donoghue's Money Fund Report, Morningstar, Inc. and other industry
publications.
                          DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
        The Fund's goal is to provide you with as high a level of current
income as is consistent with the preservation of capital and the maintenance
of liquidity. The Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment Company
Act of 1940) of the Fund's outstanding voting shares. There can be no
assurance that the Fund's investment objective will be achieved. Securities
in which the Fund invests may not earn as high a level of current income as
long-term or lower quality securities which generally have less liquidity,
greater market risk and more fluctuation in market value.
MANAGEMENT POLICIES
        To achieve its goal, the Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign branches of domestic banks, foreign subsidiaries of domestic
banks, and domestic and foreign branches of foreign banks, repurchase
agreements, and high grade domestic and foreign commercial paper and other
short-term corporate obligations, including those with floating or variable
rates of interest. The Fund will invest in U.S. dollar denominated
obligations issued or guaranteed by one or more foreign governments or any of
their political subdivisions, agencies or instrumentalities, including
obligations of supranational entities. In addition, the Fund is permitted to
lend portfolio securities and enter into reverse repurchase agreements to the
extent described below. During normal market conditions, at least 25% of the
value of the Fund's total assets will be invested in bank obligations. See
"Risk Factors" below.
        The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the Investment Company
Act of 1940, certain requirements of which are summarized below.
        In accordance with Rule 2a-7, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Board of Directors to present minimal credit
risks and which are rated in one of the two highest rating categories for
debt obligations by at least two nationally recognized statistical rating
organizations
                Page 4
(or one rating organization if the instrument was rated by only one such
organization) or, if unrated, are of comparable quality as determined in
accordance with procedures established by the Board of Directors. The
nationally recognized statistical rating organizations currently rating
instruments of the type the Fund may purchase are Moody's Investors Service,
Inc., Standard & Poor's Corporation, Duff & Phelps Credit
Rating Co., Fitch Investors Service, Inc., IBCA Limited and IBCA Inc. and
Thomson BankWatch, Inc. and their rating criteria are described in the
Appendix to the Fund's Statement of Additional Information.
        In addition, the Fund will not invest more than 5% of its total
assets in the securities (including the securities collateralizing a
repurchase agreement) of, or subject to puts issued by, a single issuer,
except that (i) the Fund may invest more than 5% of its total assets in a
single issuer for a period of up to three business days in certain limited
circumstances, (ii) the Fund may invest in obligations issued or guaranteed
by the U.S. Government without any such limitation, and (iii) the limitation w
ith respect to puts does not apply to unconditional puts if no more than 10%
of the Fund's total assets is invested in securities issued or guaranteed by
the issuer of the unconditional put. Investments in rated securities not
rated in the highest category by at least two rating organizations (or one
rating organization if the instrument was rated by only one such
organization), and unrated securities not determined by the Board of
Directors to be comparable to those rated in the highest category, will be
limited to 5% of the Fund's total assets, with the investment in any one such
issuer being limited to no more than the greater of 1% of the Fund's total
assets or $1,000,000. As to each security, these percentages are measured at
the time the Fund purchases the security. For further information regarding
the amortized cost method of valuing securities, see "Determination of Net
Asset Value" in the Fund's Statement of Additional Information. There can be
no assurance that the Fund will be able to maintain a stable net asset value
of $1.00 per share.
PORTFOLIO SECURITIES
        Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities include U.S. Treasury securities, which differ
in their interest rates, maturities and times of issuance. Treasury Bills
have initial maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally have initial
maturities of greater than ten years. Some obligations issued or guaranteed
by U.S. Government agencies and instrumentalities, for example, Government
National Mortgage Association pass-through certificates, are supported by the
full faith and credit of the U.S. Treasury; others, such as those of the
Federal Home Loan Banks, by the right of the issuer to borrow from the
Treasury; others, such as those issued by the Federal National Mortgage
Association, by discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and others, such as
those issued by the Student Loan Marketing Association, only by the credit of
the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will always
do so, since it is not so obligated by law. The Fund will invest in such
securities only when it is satisfied that the credit risk with respect to the
issuer is minimal.
        The Fund may invest in obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by The Dreyfus Corporation to be of
comparable quality to the other obligations in which the Fund may invest.
Such securities also include debt obligations of supranational entities.
Supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the
Asian Development Bank and the InterAmerican Development Bank. The percentage
of the Fund's assets invested in securities issued by foreign governments
will vary depending on the relative yields of such securities, the economic
and financial markets of the countries in which
                Page 5
the investments are made and the interest rate climate of such countries.
Under normal market conditions, the Fund's assets will include securities of
issuers in at least three countries, including the United States.
        The Fund will invest in certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign branches of domestic banks, foreign subsidiaries of domestic
banks, and domestic and foreign branches of foreign banks. See "Risk Factors"
below. Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time. Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation. Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both of the bank and of the drawer to pay
the face amount of the instrument upon maturity. The other short-term
obligations may include uninsured, direct obligations bearing fixed, floating
or variable interest rates.
        Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price, usually
not more than one week after its purchase. Certain costs may be incurred by
the Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited.
        Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased by
the Fund will consist only of direct obligations issued by domestic and
foreign entities. The other corporate obligations in which the Fund may
invest consist of high quality, U.S. dollar denominated short-term bonds and
notes (including variable amount master demand notes) issued by domestic and
foreign corporations, including banks.
        The Fund may purchase floating and variable rate demand notes and
bonds, which are obligations ordinarily having stated maturities in excess of
13 months, but which permit the holder to demand payment of principal at any
time, or at specified intervals not exceeding 13 months, in each case upon
not more than 30 days' notice. Variable rate demand notes include master
demand notes which are obligations that permit the Fund to invest fluctuating
amounts, at varying rates of interest, pursuant to direct arrangements
between the Fund, as lender, and the borrower. These notes permit daily
changes in the amounts borrowed. As mutually agreed between the parties, the
Fund may increase or decrease the amount under the notes, and the borrower
may repay without penalty the outstanding principal amount of the obligations
plus accrued interest. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value, plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Such obligations frequently
are not rated by credit rating agencies and the Fund may invest in
obligations which are not so rated only if The Dreyfus Corporation determines
that at the time of investment the obligations are of comparable quality to
the other obligations in which the Fund may invest. The Dreyfus Corporation,
on behalf of the Fund, will consider on an ongoing basis the creditworthiness
of the issuers of the floating and variable rate demand obligations in the
Fund's portfolio.
        The Fund also may purchase unsecured promissory notes which are not
readily marketable and have not been registered under the Securities Act of
1933, provided such investments are consistent with the Fund's goal.
        The Fund may purchase from financial institutions participation
interests in securities in which the Fund may invest. A participation
interest gives the Fund an undivided interest in the security in the
             Page 6
proportion that the Fund's participation interest bears to the total
principal amount of the security. These instruments may have fixed, floating
or variable rates of interest, with remaining maturities of 13 months or less.
If the participation interest is unrated, or has been given a rating below
that which is permissible for purchase by the Fund, the participation interest
will be backed by an irrevocable letter of credit or guarantee of a bank, or
the payment obligation otherwise will be collateralized by U.S. Government
securities, or, in the case of unrated participation interests, The Dreyfus
Corporation must have determined that the instrument is of comparable quality
to those instruments in which the Fund may invest.
        The Fund may invest up to 10% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided such
investments are consistent with the Fund's investment objective. Such
securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale and repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, the Fund is subject to a risk that
should the Fund desire to sell them when a ready buyer is not available at a
price the Fund deems representative of their value, the value of the Fund's
net assets could be adversely affected.
        From time to time, the Fund may lend securities from its portfolio to
brokers, dealers and other institutional investors needing to borrow
securities to complete certain transactions. Such loans may not exceed 331/3%
of the value of the Fund's total assets. In connection with such loans, the
Fund will receive collateral consisting of cash, U.S. Government securities
or irrevocable letters of credit issued by financial institutions. Such
collateral will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. The Fund can
increase its income through the investment of such collateral. The Fund
continues to be entitled to payments in amounts equal to the interest or
other distributions payable on the loaned security, and receives interest on
the amount of the loan. Such loans will be terminable at any time upon
specified notice. The Fund might experience risk of loss if the institution
with which it has engaged in a portfolio loan transaction breaches its
agreement with the Fund.
        The Fund may borrow for temporary and emergency purposes and for
investment purposes, on a secured basis through entering into reverse
repurchase agreements with banks, brokers or dealers. Reverse repurchase
agreements involve the transfer by the Fund of an underlying debt instrument
in return for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and principal
payments on the security. The Fund will use the proceeds of reverse
repurchase agreements only to make investments which generally either mature
or have a demand feature to resell to the issuer at a date simultaneous with
or prior to the expiration of the reverse repurchase agreement. At an agreed
upon future date, the Fund repurchases the security, at principal, plus
accrued interest. In certain types of agreements, there is no agreed upon
repurchase date and interest payments are calculated daily, often based on
the prevailing overnight repurchase rate. The Fund will maintain in a
segregated custodial account cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities equal to the
aggregate amount of its reverse repurchase obligations, plus accrued
interest, in certain cases, in accordance with releases promulgated by the
Securities and Exchange Commission. The Securities and Exchange Commission
views reverse repurchase agreement transactions as collateralized borrowings
by the Fund, and, pursuant to the Investment Company Act of 1940, the Fund
must maintain continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of the amount
borrowed. If the 300% asset coverage should decline as a result of market
fluctuations or other reasons, the Fund may be required to sell some of its
portfolio holdings within three days to reduce the debt and restore the 300%
asset coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time. As a result of these
transactions, the Fund is exposed to greater potential fluctuations in the
value of its assets and its net asset value per share. Interest costs on the
money borrowed may exceed the return received on the securities purchased. The
Fund's Directors have considered the risks to the Fund and its share-
             Page 7
holders which may result from the entry into reverse repurchase agreements
and have determined that the entry into such agreements is consistent with
the Fund's investment objective and management policies.
        The Fund may purchase money market securities on a forward commitment
basis, which means that delivery and payment for such securities ordinarily
take place within 45 days after the date of the commitment to purchase. The
payment obligation and the interest rate that will be received on the
securities are fixed at the time the Fund enters into the commitment. The
Fund will make commitments to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. The Fund
will not accrue income in respect of a security purchased on a forward
commitment basis prior to its stated delivery date. No additional forward
commitments will be made if more than 20% of the Fund's net assets would be
so committed.
        Securities purchased on a forward commitment basis and other
securities held in the Fund's portfolio are subject to changes in value (both
generally changing in the same way, i.e., appreciating when interest rates
decline and depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Securities purchased on a
forward commitment basis may expose the Fund to risk because they may
experience such fluctuations prior to their actual delivery. Purchasing
securities on a forward commitment basis can involve the additional risk that
the yield available in the market when the delivery takes place actually may
be higher than that obtained in the transaction itself. A segregated account
of the Fund consisting of cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the forward commitments will be established and
maintained at the Fund's custodian bank. Purchasing securities on a forward
commitment basis when the Fund is fully or almost fully invested may result
in greater potential fluctuation in the value of the Fund's net assets and
its net asset value per share.
CERTAIN FUNDAMENTAL POLICIES
        The Fund (i) may borrow money, but only (a) from banks for temporary
or emergency (not leveraging) purposes in an amount up to 15% of the value of
the Fund's total assets (including the amount borrowed) valued at the lesser
of cost or market, less liabilities (not including the amount borrowed) at
the time the borrowing is made (borrowings repaid within 60 days and not
renewed or extended are presumed to be for temporary purposes) and (b) in
connection with the entry into reverse repurchase agreements to the extent
described under "Portfolio Securities" above. While borrowings under (a)
above exceed 5% of the value of the Fund's total assets, the Fund will not
make any additional investments; (ii) may pledge, hypothecate, mortgage or
otherwise encumber its assets, but only (a) to secure borrowings for
temporary or emergency purposes and (b) in connection with the entry into
reverse repurchase agreements in an amount equal to the aggregate amount of
its reverse repurchase obligations, plus accrued interest in certain cases;
(iii) may invest up to 5% of its total assets in the obligations of any
issuer, except that up to 25% of the value of the Fund's total assets may be
invested (subject to the provisions of Rule 2a-7), and obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities may be
purchased, without regard to any such limitation; and (iv) will invest, under
normal market conditions, at least 25% of its total assets in securities
issued by banks, including foreign banks and branches, and may invest up to
25% of its total assets in the securities of issuers in any other industry,
provided that there is no limitation on investments in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. This
paragraph describes fundamental policies that cannot be changed without
approval by the holders of a majority (as defined in the Investment Company
Act of 1940) of the Fund's outstanding voting shares. See "Investment
Objective and Management Policies_Investment Restrictions" in the Statement
of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICY
        The Fund may invest up to 10% of the value of its net assets in
repurchase agreements providing for settlement in more than seven days after
notice and in securities that are illiquid. See "Investment Objective and
Management Policies - Investment Restrictions" in the Statement of Additional
Information.
               Page 8
RISK FACTORS
        Since the Fund's portfolio may contain securities issued by foreign
governments, or any of their political subdivisions, agencies or
instrumentalities, and by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, domestic and foreign branches of foreign
banks, and commercial paper issued by foreign issuers, the Fund may be
subject to additional investment risks with respect to such securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers, although such obligations
may be higher yielding when compared to the securities of U.S. domestic
issuers. Such risks include possible future political and economic
developments, the possible imposition of foreign withholding taxes on
interest income payable on the securities, the possible establishment of
exchange controls or the adoption of other foreign governmental restrictions
which might adversely affect the payment of principal and interest on these
securities and the possible seizure or nationalization of foreign deposits.
        To the extent the Fund's investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on the Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of the
concentration of loan portfolios in leveraged transactions and in particular
businesses, and competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of high quality.
OTHER INVESTMENT CONSIDERATIONS - The Fund attempts to increase yields by
trading to take advantage of short-term market variations. This policy is
expected to result in high portfolio turnover but should not adversely affect
the Fund since the Fund usually does not pay brokerage commissions when it
purchases short-term debt obligations. The value of the portfolio securities
held by the Fund will vary inversely to changes in prevailing interest rates.
Thus, if interest rates have increased from the time a security was
purchased, such security, if sold, might be sold at a price less than its
purchase cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
        Investment decisions for the Fund are made independently from those
of other investment companies advised by The Dreyfus Corporation. However, if
such other investment companies are prepared to invest in, or desire to
dispose of, money market instruments at the same time as the Fund, available
investments or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or the price
paid or received by the Fund.
                           MANAGEMENT OF THE FUND
   

        The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment adviser.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of January 31, 1995 The Dreyfus Corporation managed or administered
approximately $70 billion in assets for more than 1.9 million investor
accounts nationwide.
    

        The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law.
             Page 9
   

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

        For the fiscal year ended October 31, 1994, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .50 of 1% of the
value of the Fund's average daily net assets. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily assume certain
expenses of the Fund, which would have the effect of lowering the overall
expense ratio of the Fund and increasing yield to investors at the time such
amounts are waived or assumed, as the case may be. The Fund will not pay The
Dreyfus Corporation at a later time for any amounts it may waive, nor will
the Fund reimburse The Dreyfus Corporation for any amounts it may assume.
        The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay securities
dealers or others in respect of these services.
        The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
        The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is the
Fund's Custodian.
                           HOW TO BUY FUND SHARES
   

        Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Stock certificates are issued
only upon your written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order.
    

        The minimum initial investment is $2,500, or $1,000 if you are a
client of a securities dealer, bank or other financial institution which has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment must be
accompanied by the Fund's Account Application. For full-time or part time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a Fund ad
vised by The Dreyfus Corporation, including members of the Fund's Board, or
the spouse or minor child of any of the foregoing, the minimum initial
investment is $1,000. For full time or part time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries who elect to have a
portion of their pay directly deposited into their Fund account, the minimum
initial investment is $50. In addition, the Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to employees
participating in certain qualified and non-qualified employee benefit plans
or other programs where contributions or account
                Page 10
information can be transmitted in a manner and form acceptable to the Fund.
The Fund reserves the right to vary further the initial and subsequent
investment minimum requirements at any time.
        You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds," or, if for Dreyfus retirement plan accounts, to
"The Dreyfus Trust Company, Custodian." Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account Application.
For subsequent investments, your Fund account number should appear on the
check and an investment slip should be enclosed and sent to The Dreyfus
Family of Funds, P.O. Box 105, Newark, New Jersey 07101-0105. For Dreyfus
retirement plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Neither initial nor subsequent investments should be
made by third party check. Purchase orders may be delivered in person only to
a Dreyfus Financial Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information."
        Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900052325/Dreyfus
Worldwide Dollar Money Market Fund, Inc., for purchase of Fund shares in your
name. The wire must include your Fund account number (for new accounts, your
taxpayer identification number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted until the
Account Application is received. You may obtain further information about
remitting funds in this manner from your bank. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. A charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
        Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
        The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available by the
Distributor to such plans or programs exceeds one million dollars. All
present holdings of shares of funds in the Dreyfus Family of Funds by such
employee benefit plans or programs will be aggregated to determine the fee
payable with respect to each such purchase of Fund shares. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
        Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form is received by the
Transfer Agent or other agent or entity subject to the direction of such
agent. Net asset value per share is determined as of the close of trading on
the floor of the New York
            Page 11
Stock Exchange (currently 4:00 p.m., New York time) on each day the New York
Stock Exchange or the Transfer Agent is open for business. Net asset value per
share is computed by dividing the value of the Fund's net assets (i.e., the
value of its assets less liabilities) by the total number of shares
outstanding. See "Determination of Net Asset Value" in the Fund's Statement
of Additional Information.
        Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
DREYFUS TELETRANSFER PRIVILEGE - You may purchase Fund shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account Application
or have filed a Shareholder Services Form with the Transfer Agent. The
proceeds will be transferred between the bank account designated in one of
these documents and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing House member
may be so designated. The Fund may modify or terminate this Privilege at any
time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
        If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
Shares issued in certificate form are not eligible for this Privilege.
                           SHAREHOLDER SERVICES
FUND EXCHANGES - You may purchase, in exchange for shares of the Fund,
shares of certain other funds managed or administered by The Dreyfus
Corporation, to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives which may be of
interest to you. If you desire to use this service, please call
1-800-645-6561 to determine if it is available and whether any conditions are
imposed on its use.
   

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

        Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b) acquired
by a previous exchange from shares purchased with a sales load, or (c)
acquired through reinvest-
            Page 12
ment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of your exchange you must notify
the Transfer Agent. Any such qualification is subject to confirmation of your
holdings through a check of appropriate records. See "Shareholder Services"
in the Statement of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge shareholders
a nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund exchanges may be
modified or terminated at any time upon notice to shareholders.
        The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
        Certain funds in the Dreyfus Family of Funds offer multiple classes
of shares to the public. If any investor in a fund offering multiple classes
of shares exchanges shares of such fund subject to a contingent deferred
sales charge ("CDSC") for shares of the Fund, the Fund shares obtained in the
exchange will be held in a separate Exchange Account for the investor. Shares
held in an Exchange Account may be exchanged only for shares of select funds
in the Dreyfus Family of Funds. No CDSC will be imposed on such shares at the
time of exchange; however, an investor exchanging such shares should review
carefully the current prospectus of the fund from which such shares were
exchanged and into which such shares are being exchanged to determine the
CDSC applicable on redemption. Exchange Account shares are eligible for the
Dreyfus Auto-Exchange Privilege, Dreyfus Dividend Options and the Automatic
Withdrawal Plan, and redemption proceeds on such shares will be paid only by
Federal wire or by check. Please call 1-800-645-6561 for further information.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other funds in the
Dreyfus Family of Funds of which you are currently an investor. The amount
you designate, which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule you have selected.
Shares will be exchanged at the then-current net asset value; however, a
sales load may be charged with respect to exchanges into funds sold with a
sales load. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be modified or
cancelled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by writing to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free 1-800-645-6561.
MONTHLY OR QUARTERLY DISTRIBUTION PLANS _ The Distribution Plans permit you
to receive monthly or quarterly payments from the Fund consisting of proceeds
from the redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account during the
preceding month or calendar quarter.
        You may open a Distribution Plan by submitting a request to the
Transfer Agent. A Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which stock certificates have been issued must be
presented before redemption under the Plans.
   

DREYFUS-AUTOMATIC ASSET BUILDER - Dreyfus-Automatic Asset Builder permits
you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by
              Page 13
you. Fund shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will be
debited in the specified amount, and Fund shares will be purchased, once a
month, on either the first or fifteenth day, or twice a month, on both days.
Only an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. To establish a
Dreyfus-Automatic Asset Builder account, you must file an authorization form
with the Transfer Agent. You may obtain the necessary authorization form by
calling 1-800-645-6561. You may cancel your participation in this Privilege
or change the amount of purchase at any time by mailing written notification
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671, or, if for Dreyfus retirement plan accounts, to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427, and
the notification will be effective three business days following receipt. The
Fund may modify or terminate this Privilege at any time or charge a service
fee. No such fee currently is contemplated.
    

DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE - Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the Federal
government automatically deposited into your Fund account. You may deposit as
much of such payments as you elect. To enroll in Dreyfus Government Direct
Deposit, you must file with the Transfer Agent a completed Direct Deposit
Sign-Up Form for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in this
Privilege. You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. Further, the Fund may
terminate your participation upon 30 days' notice to you.
AUTOMATIC WITHDRAWAL PLAN - The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50cents for each withdrawal
check. The Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Plan.
DREYFUS DIVIDEND OPTIONS - Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of the other fund will be purchased at
the then-current net asset value; however, a sales load may be charged with
respect to investments in shares of a fund sold with a sales load. If you are
investing in a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a reduced sales
load. See "Shareholder Services" in the Statement of Additional Information.
Dividend ACHpermits you to transfer electronically on the payment date
dividends or dividends  and capital gain distributions, if any, from the Fund
to a designated bank account. Only an account maintained at a financial
institution which is an Automated Clearing House member may be so designated.
Banks may charge a fee for this service.
   

        For more information concerning these privileges and the funds in the
Dreyfus Family of Funds eligible to participate in these privileges, or to
request a Dividend Options Form, please call toll free 1-800-645-6561. You
may cancel these privileges by mailing written notification to The Dreyfus
Family of Funds, P.O. Box 6527, Providence, Rhode Island 02940-6527. To
select a new fund after cancellation, you must submit a new Dividend Options
Form. Enrollment in or cancellation of these privileges is effective three
business days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts. Minimum
subsequent investments do not apply for Dreyfus Dividend Sweep. The Fund may
modify or terminate these privileges at any time or charge a service fee. No
such fee currently is contemplated. Shares held under Keogh Plans, IRAs or
other retirement plans are not eligible for Dreyfus Dividend Sweep.
    

           Page 14
DREYFUS PAYROLL SAVINGS PLAN - Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the Automated Clearing House system at each
pay period. To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return it to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may change the amount of purchase or cancel the authorization only by
written notification to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the Fund, the
Transfer Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is contemplated.
RETIREMENT PLANS _ The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
                       HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value.
   

        The Fund imposes no charges when shares are redeemed. Securities
dealers, banks and other financial institutions may charge a nominal fee for
effecting redemptions of Fund shares. Any stock certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the Fund's then-current net asset value.
    

        The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, YOUR
REDEMPTION WILL BE EFFECTIVE AND THE REDEMPTION PROCEEDS WILL BE TRANSMITTED
TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS
TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY
TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL NOT HONOR
REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE, AND WILL REJECT
REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE DREYFUS
TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY
THE TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE
OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY
WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR
ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
        Ordinarily the Fund will initiate payment for all shares redeemed
pursuant to the regular redemption procedure, by wire or telephone or through
the Dreyfus TELETRANSFER Privilege on the next business day after receipt by
the Transfer Agent of a redemption request in proper form.
             Page 15
        The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES - You may redeem Fund shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption Privilege, the
Wire Redemption Privilege, the Telephone Redemption Privilege, or the Dreyfus
TELETRANSFER Privilege. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities.
        You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you and
reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as requiring
a form of personal identification, to confirm that instructions are genuine
and, if it does not follow such procedures, the Fund or the Transfer Agent
may be liable for any losses due to unauthorized or fraudulent instructions.
Neither the Fund nor the Transfer Agent will be liable for following
telephone instructions reasonably believed to be genuine.
        During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used.
REGULAR REDEMPTION - Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. THESE REQUESTS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests
must be signed by each shareholder, including each owner of a joint account,
and each signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in proper
form generally will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants in
the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock Exchanges
Medallion Program. If you have any questions with respect to
signature-guarantees, please call one of the telephone numbers listed under
"General Information."
        Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE - You may request on the Account Application,
Shareholder Services Form or by later written request that the Fund provide
Redemption Checks drawn on the Fund's account. Redemption Checks may be made
payable to the order of any person in the amount of $500 or more. Redemption
Checks should not be used to close your account. Redemption Checks are free,
but the Transfer Agent will impose a fee for stopping payment of a Redemption
Check upon your request or if the Transfer Agent cannot honor the Redemption C
heck due to insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them. Please do not
postdate your Redemption Checks. If you do, the Transfer Agent will honor,
upon presentment, even if presented before the date of the check, all
postdated Redemption Checks which are dated within six months of presentment
of payment, if they are otherwise in good order. Shares for which
certificates have been issued may not be redeemed by Redemption Check. Shares
held under Keogh Plans, IRAs or
             Page 16
other retirement plans are not eligible for this Privilege. This Privilege
may be modified or terminated at any time by the Fund or the Transfer Agent
upon notice to shareholders.
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to your
address. Redemption proceeds of less than $1,000 will be paid automatically
by check. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of not more than $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. The Fund reserves the right
to refuse any redemption request, including requests made shortly after a chan
ge of address, and may limit the amount involved or the number of such
requests. This Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. The Fund's Statement of Additional Information
sets forth instructions for transmitting redemption requests by wire. Shares
held under Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE - You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of telephone redemption requests. This Privilege may
be modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE - You may redeem Fund shares (minimum $500
per day) by telephone if you have checked the appropriate box and supplied
the necessary information on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between your Fund account and the bank account designated in one
of these documents. Only such an account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in your account at an Automated
Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
        If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares
issued in certificate form, are not eligible for this Privilege.
            Page 17
                          SHAREHOLDER SERVICES PLAN
        The Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
The Dreyfus Corporation, an amount not to exceed an annual rate of .25 of 1%
of the value of the Fund's average daily net assets for certain allocated
expenses of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts.
                      DIVIDENDS, DISTRIBUTIONS AND TAXES
        The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Dividends usually are paid on the last calendar day of each month,
and are automatically reinvested in additional Fund shares at net asset value
or, at your option, paid in cash. Shares begin accruing dividends on the day
following the date of purchase. The Fund's earnings for Saturdays, Sundays
and holidays are declared as dividends on the next business day. If you
redeem all shares in your account at any time during the month, all dividends
to which you are entitled will be paid to you along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, 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"),
in all events in a manner consistent with the provisions of the Investment
Company Act of 1940. The Fund will not make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. You may choose whether to receive distributions in cash or
to reinvest in additional Fund shares at net asset value. All expenses are
accrued daily and deducted before declaration of dividends to investors.
        Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to U.S. shareholders
as ordinary income whether received in cash or reinvested in Fund shares. No
dividend paid by the Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains of the Fund are taxable to U.S. shareholders as
long-term capital gains for Federal income tax purposes regardless of how
long shareholders have held their Fund shares and whether such distributions
are received in cash or reinvested in Fund shares. The Code provides that the
net capital gains of an individual generally will not be subject to Federal
income tax at a rate in excess of 28%. Dividends and distributions may be
subject to certain state and local taxes.
        Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign investor certifies
his non-U.S. residency status.
        Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year.
              Page 18
        Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines that a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
        A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
        Management believes that the Fund has qualified for the fiscal year
ended October 31, 1994 as a "regulated investment company" under the Code.
The Fund intends to continue to so qualify if such qualification is in the
best interests of its shareholders. Such qualification relieves the Fund of
any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
        You should consult your tax adviser regarding specific questions as
to Federal, state or local taxes.
                         GENERAL INFORMATION
        The Fund was incorporated under Maryland law on February 2, 1989, and
commenced operations on February 23, 1989. The Fund is authorized to issue 25
billion shares of Common Stock, par value $.001 per share. Each share has one
vote.
        Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and for any
other purpose. Fund shareholders may remove a Director by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Board of Directors will call a meeting of shareholders for the purpose of
electing Directors if, at any time, less than a majority of the Directors
then holding office have been elected by shareholders.
        The Transfer Agent maintains a record of your ownership and sends
confirmations and statements of account.
        Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561. In New York City, call
1-718-895-1206; on Long Island, call 794-5452.
        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
                 Page 19
DREYFUS
WorldWide Dollar
Money Market
Fund, Inc.
Prospectus
(lion Logo)
Registration Mark

Copy Rights 1995 Dreyfus Service Corporation
                                       DWWPp13022895



   
    
              DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
                                   PART B
                    (STATEMENT OF ADDITIONAL INFORMATION)
                              FEBRUARY 28, 1995




     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Worldwide Dollar Money Market Fund, Inc. (the "Fund"), dated
February 28, 1995, as it may be revised from time to time.  To obtain a
copy of the Fund's Prospectus, please write to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:

          Call Toll Free 1-800-645-6561
          In New York City--Call 1-718-895-1206
          On Long Island--Call 794-5452

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

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

                              TABLE OF CONTENTS

                                                             Page

Investment Objective and Management Policies. . . . . . . . .B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . .B-5
Management Agreement. . . . . . . . . . . . . . . . . . . . .B-9
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . .B-10
Shareholder Services Plan . . . . . . . . . . . . . . . . . .B-12
Redemption of Fund Shares . . . . . . . . . . . . . . . . . .B-12
Shareholder Services. . . . . . . . . . . . . . . . . . . . .B-14
Determination of Net Asset Value. . . . . . . . . . . . . . .B-17
Dividends, Distributions and Taxes. . . . . . . . . . . . . .B-18
Yield Information . . . . . . . . . . . . . . . . . . . . . .B-18
Portfolio Transactions. . . . . . . . . . . . . . . . . . . .B-19
Information about the Fund  . . . . . . . . . . . . . . . . .B-20
Custodian, Transfer and Dividend Disbursing Agent,
     Counsel and Independent Auditors . . . . . . . . . . . .B-20
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . .B-21
Financial Statements. . . . . . . . . . . . . . . . . . . . .B-24
Report of Independent Auditors. . . . . . . . . . . . . . . .B-33

                INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

       Bank Obligations.  Domestic commercial banks organized under Federal
law are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation (the "FDIC").
Domestic banks organized under state law are supervised and examined by
state banking authorities but are members of the Federal Reserve System
only if they elect to join.  In addition, state banks whose certificates of
deposit ("CDs") may be purchased by the Fund are insured by the FDIC
(although such insurance may not be of material benefit to the Fund,
depending upon the principal amount of the CDs of each bank held by the
Fund) and are subject to Federal examination and to a substantial body of
Federal law and regulation.  As a result of Federal or state laws and
regulations, domestic banks, among other things, generally are required to
maintain specified levels of reserves, limited in the amounts which they
can loan to a single borrower and subject to other regulations designed to
promote financial soundness.  However, not all of such laws and regulations
apply to the foreign branches of domestic banks.

       Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches of foreign
banks, such as CDs and time deposits ("TDs"), may be general obligations of
the parent banks in addition to the issuing branch, or may be limited by
the terms of a specific obligation and governmental regulation.  Such
obligations are subject to different risks than are those of domestic
banks.  These risks include foreign economic and political developments,
foreign governmental restrictions that may adversely affect payment of
principal and interest on the obligations, foreign exchange controls and
foreign withholding and other taxes on interest income.  These foreign
branches and subsidiaries are not necessarily subject to the same or
similar regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and accounting, auditing
and financial recordkeeping requirements.  In addition, less information
may be publicly available about a foreign branch of a domestic bank or
about a foreign bank than about a domestic bank.

       Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by Federal or state
regulation as well as governmental action in the country in which the
foreign bank has its head office.  A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which the branch
is located if the branch is licensed in that state.

       In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to:  (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign bank
payable at or through all of its agencies or branches within the state.
The deposits of Federal and State Branches generally must be insured by the
FDIC if such branches take deposits of less than $100,000.

       In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign branches of domestic banks, by foreign
subsidiaries of domestic banks, by foreign branches of foreign banks or by
domestic branches of foreign banks, the Manager carefully evaluates such
investments on a case-by-case basis.

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

       Illiquid Securities.  If a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the Securities
Act of 1933, as amended, for certain restricted securities held by the
Fund, the Fund intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board.  Because it is not
possible to predict with assurance how the market for restricted securities
pursuant to Rule 144A will develop, the Fund's Board has directed the
Manager to monitor carefully the Fund's investments in such securities with
particular regard to trading activity, availability of reliable price
information and other relevant information.  To the extent that, for a
period of time, qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, the Fund's investing in such securities
may have the effect of increasing the level of illiquidity in the Fund's
portfolio during such period.

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

       The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value of
the securities rises above the level of such collateral; (3) the Fund must
be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any interest or other
distributions payable on the loaned securities, and any increase in market
value; and (5) the Fund may pay only reasonable custodian fees in
connection with the loan.  These conditions may be subject to future
modification.

Investment Restrictions

       The Fund has adopted investment restrictions numbered 1 through 12 as
fundamental policies.  Fundamental policies cannot be changed without
approval by the holders of a majority (as defined in the Investment Company
Act of 1940 (the "Act")) of the Fund's outstanding voting shares.
Investment restriction number 13 is not a fundamental policy and may be
changed by vote of a majority of the Directors at any time.  The Fund may
not:

       1.  Purchase common stocks, preferred stocks, warrants or other
           equity securities, or purchase corporate bonds or debentures,
           state bonds, municipal bonds or industrial revenue bonds (except
           through the purchase of debt obligations referred to above and
           in the Prospectus).

       2.  Borrow money, except (i) from banks for temporary or emergency
           (not leveraging) purposes in an amount up to 15% of the value of
           the Fund's total assets (including the amount borrowed) valued
           at the lesser of cost or market, less liabilities (not including
           the amount borrowed) at the time the borrowing is made and (ii)
           in connection with the entry into reverse repurchase agreements
           to the extent described in the Prospectus.  While borrowings
           under (i) above exceed 5% of the value of the Fund's total
           assets, the Fund will not make any additional investments.

       3.  Pledge, hypothecate, mortgage or otherwise encumber its assets,
           except (i) to secure borrowings for temporary or emergency
           purposes and (ii) in connection with the purchase of securities
           on a forward commitment basis and the entry into reverse
           repurchase agreements to the extent described in the Prospectus.

       4.  Sell securities short or purchase securities on margin.

       5.  Write or purchase put or call options or combinations thereof.

       6.  Act as underwriter of securities of other issuers.

       7.  Purchase or sell real estate, real estate investment trust
           securities, commodities, or oil and gas interests.

       8.  Make loans to others, except through the purchase of debt
           obligations and through repurchase agreements referred to in the
           Prospectus, and except that the Fund may lend its portfolio
           securities in an amount not to exceed 33-1/3% of the value of
           its total assets.  Any loans of portfolio securities will be
           made according to guidelines established by the Securities and
           Exchange Commission and the Fund's Directors.

       9.  Invest more than 15% of its assets in the obligations of any one
           bank, or invest more than 5% of its assets in the obligations of
           any other issuer, except that up to 25% of the value of the
           Fund's total assets may be invested without regard to any such
           limitations.  Notwithstanding the foregoing, to the extent
           required by the rules of the Securities and Exchange Commission,
           the Fund will not invest more than 5% of its assets in the
           obligations of any one bank.

       10. Invest less than 25% of its total assets in securities issued by
           banks or invest more than 25% of its assets in the securities of
           issuers in any other industry, provided that there shall be no
           limitation on the purchase of obligations issued or guaranteed
           by the U.S. Government, its agencies or instrumentalities.
           Notwithstanding the foregoing, for temporary defensive purposes
           the Fund may invest less than 25% of its assets in bank
           obligations.

       11. Invest in companies for the purpose of exercising control.

       12. Invest in securities of other investment companies, except as
           they may be acquired as part of a merger, consolidation or
           acquisition of assets.

       13. Enter into repurchase agreements providing for settlement in
           more than seven days after notice or purchase securities which
           are illiquid if, in the aggregate, more than 10% of the value of
           the Fund's net assets would be so invested.

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

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

                           MANAGEMENT OF THE FUND

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

Directors of the Fund

LUCY WILSON BENSON, Director.  President of Benson and Associates,
       consultants to business and government.  Mrs. Benson is a director of
       Communications Satellite Corporation, General RE Corporation, and
       Logistics Management Institute.  She is also a Trustee of the Alfred
       P. Sloan Foundation, Vice Chairman of the Board of Trustees of
       Lafayette College, Vice Chairman of the Citizens Network for Foreign
       Affairs and a member of the Council on Foreign Relations.  Mrs.
       Benson served as a consultant to the U.S. Department of State and to
       SRI International from 1980 to 1981.  From 1977 to 1980, she was
       Under Secretary of State for Security Assistance, Science and
       Technology.  Her address is 46 Sunset Avenue, Amherst, Massachusetts
       01002.
   

*JOSEPH S. DiMARTINO - Chairman of the Board.  Since January 1995, Mr.
       DiMartino has served as Chairman of the Board for various funds in
       The Dreyfus Family of Funds.  For more than five years prior thereto,
       he was President, a director and, until August 1994, Chief Operating
       Officer of the Manager and Executive Vice President and a director of
       Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager
       and, until August 1994, the Fund's distributor.  From August 1994 to
       December 31, 1994, he was a director of Mellon Bank Corporation.  Mr.
       DiMartino is a director and former Treasurer of The Muscular
       Dystrophy Association; a trustee of Bucknell University; and a
       director of the Noel Group, Inc.  His address is 200 Park Avenue, New
       York, New York 10166.
    
   

*DAVID W. BURKE, Director.  Consultant to the Manager since August 1994.
       From October 1990 to August 1994, he was Vice President and Chief
       Administrative Officer of the Manager.  From 1977 to 1990, Mr. Burke
       was involved in the management of national television news, as Vice
       President and Executive Vice President of ABC News, and subsequently
       as President of CBS News.  His address is 200 Park Avenue, New York,
       10166.
    

MARTIN D. FIFE, Director.  President of Fife Associates, Inc. and other
       companies engaged in the chemical and plastics industries.  His
       address is 30 Rockefeller Plaza, New York, New York 10112.

WHITNEY I. GERARD, Director.  Partner of the New York City law firm of
       Chadbourne & Parke.  His address is 30 Rockefeller Plaza, New York,
       New York 10112.

   

ROBERT R. GLAUBER, Director.  Research Fellow, Center for Business and
       Government at the John F. Kennedy School of Government, Harvard
       University, since January 1992.  Mr. Glauber was Under Secretary of
       the Treasury for Finance at the U.S. Treasury Department from May
       1989 to January 1992.  For more than five years prior thereto, he was
       a Professor of Finance at the Graduate School of Business
       Administration of Harvard University and, from 1985 to 1989, Chairman
       of its Advanced Management Program.  He is also a director of Mid
       Ocean Reinsurance Co. Ltd. and Cooke & Bieler, Inc., investment
       counselors.  His address is 79 John F. Kennedy Street, Cambridge,
       Massachusetts 02138.
    
   
ARTHUR A. HARTMAN, Director.  Senior consultant with APCO Associates Inc.
       From 1981 to 1987, he was United States Ambassador to the former
       Soviet Union.  He is a director of the ITT Hartford Insurance Group,
       Ford Meter Box Corporation and Lauter International and a member of
       the advisory councils of several other companies, research institutes
       and foundations.  He is a former President of the Harvard Board of
       Overseers.  His address is 2738 McKinley Street, N.W., Washington,
       D.C. 20015.
    


GEORGE L. PERRY, Director.  An economist and Senior Fellow at the Brookings
       Institution since 1969.  He is co-director of the Brookings Panel on
       Economic Activity and editor of its journal, The Brookings Papers.
       He is also a director of the State Farm Mutual Automobile
       Association and State Farm Life Insurance Company.  His
       address is 1775 Massachusetts Avenue, N.W., Washington, D.C. 20036.

       The "non-interested" Directors are also directors of Dreyfus Asset
Allocation Fund, Inc., The Dreyfus Fund Incorporated, Dreyfus California
Municipal Income, Inc., Dreyfus Municipal Income, Inc. and Dreyfus New York
Municipal Income, Inc., and trustees of Dreyfus Short-Intermediate
Municipal Bond Fund and Dreyfus Institutional Short Term Treasury Fund.
The "non-interested" Directors, except Mr. Glauber, are also directors of
Dreyfus Liquid Assets, Inc. and trustees of Dreyfus Short-Intermediate
Government Fund.  Mrs. Benson also is a director of The Dreyfus Third
Century Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc.
Mr. Glauber is also a director of Dreyfus A Bonds Plus, Inc., Dreyfus
Balanced Fund, Inc., Dreyfus Capital Growth Fund (A Premier Fund), Dreyfus
Global Bond Fund, Inc., Dreyfus Growth and Income Fund, Inc., Dreyfus
Growth Opportunity Fund, Inc., Dreyfus International Equity Fund, Inc.,
Dreyfus International Recovery Fund, Inc. and Dreyfus Money Market
Instruments, Inc., and a trustee of Dreyfus Institutional Money Market Fund
and Dreyfus Variable Investment Fund.

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

       The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to Directors who are not "interested persons,"
which totaled $39,688 for the fiscal year ended October 31, 1994 for all
such Directors as a group.

Officers of the Fund

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

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

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

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

JOSEPH F. TOWER,III, Assistant Treasurer.  Senior Vice President, Treasurer
       and Chief Financial Officer of the Distributor and an officer of
       other investment companies advised or administered by the Manager.
       From July 1988 to August 1994, he was employed by The Boston Company,
       Inc. where he held various management positions in the Corporate
       Finance and Treasury areas.

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

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

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

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

       Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of Common Stock outstanding on February 17, 1995.
    



                            MANAGEMENT AGREEMENT

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

       The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Directors who are not "interested persons"
(as defined in the Act) of the Fund or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval.  The
Agreement was approved by shareholders at a meeting held on August 4, 1994,
and was last approved by the Fund's Board of Directors, including a
majority of the Directors who are not "interested persons" of any party to
the Agreement, at a meeting held on May 12, 1994.  The Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's shares, or,
upon not less than 90 days' notice, by the Manager.  The Agreement will
terminate automatically in the event of its assignment (as defined in the
Act).
   

       The following persons are officers and/or directors of the manager:
Howard Stein, Chairman of the Board; W. Keith Smith Vice Chairman of the
Board and a director; Lawrence S. Kash, Vice Chairman-Distribution and a
director; Robert Riley, President and Chief Operating Officer; Philip L.
Toia, Vice Chairman-Operations and Administration; Paul H. Snyder, Vice
President and Chief Financial Officer; Daniel C. Maclean, Vice President
and General Counsel; Elie M. Genadry, Vice President-Institutional Sales;
Henry D. Gottmann, Vice President-Retail Sales and Service; William F.
Glavin, Jr., Vice President-Product Management; Andrew S. Wasser, Vice
President Information Services; Jeffrey N. Nachman, Vice President-Mutual
Fund Accounting; Diane M. Coffey, Vice President-Corporate Communications;
Barbara E. Casey, Vice President-Retirement Services; Katherine C. Wickham,
Vice President-Human Resources; Mark N. Jacobs, Vice President-Fund Legal
and Compliance and Secretary; Maurice Bendrihem, Controller; and Mandell L.
Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian
Smerling and David B. Truman, directors.
    
   
       The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board of Directors.  The Manager is responsible for investment decisions,
and provides the Fund with portfolio managers who are authorized by the
Board of Directors to execute purchases and sales of securities.  The
Fund's portfolio managers are Robert P. Fort, Jr., Bernard Kiernan, Jr.,
Garitt Kono and Patricia A. Larkin.  The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for the Fund as well as for other
funds advised by the Manager.  All purchases and sales are reported for the
Board of Directors' review at the meeting subsequent to such transactions.
    

   
       All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager.  The
expenses borne by the Fund include: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of directors who are not
officers, employees or holders of 5% or more of the outstanding voting
securities of the Manager, Securities and Exchange Commission fees, state
Blue Sky qualification fees, advisory fees, charges of custodians, transfer
and dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining corporate existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information used for regulatory purposes and for
distribution to existing shareholders, costs of shareholders' reports and
corporate meetings, and any extraordinary expenses.
    


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

       As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .50 of 1% of
the value of the Fund's average daily net assets.  All fees and expenses
are accrued daily and deducted before the declaration of dividends to
investors.  The management fees payable for the fiscal years ended
October 31, 1992, 1993 and 1994 amounted to $37,482,895, $23,053,433 and
$14,461,203, respectively.  Pursuant to undertakings in effect, the Manager
reduced its fees for the fiscal years ended October 31, 1992 and 1993 by
$15,971,521 and $817,158, respectively, resulting in net fees of
$21,511,374 for fiscal 1992 and $22,236,275 for fiscal 1993.

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

       The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.


                           PURCHASE OF FUND SHARES

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

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

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

       Transactions Through Securities Dealers.  Fund shares may be
purchased and redeemed through securities dealers which may charge a
nominal transaction fee for such services.  Some dealers will place the
Fund's shares in an account with their firm.  Dealers also may require that
the customer invest more than the $1,000 minimum investment; the customer
not take physical delivery of stock certificates; the customer not request
redemption checks to be issued in the customer's name; fractional shares
not be purchased; monthly income distributions be taken in cash; or other
conditions.

       There is no sales or service charge by the Fund or the Distributor,
although investment dealers, banks and other institutions may make
reasonable charges to investors for their services.  The services provided
and the applicable fees are established by each dealer or other institution
acting independently of the Fund.  The Fund has been given to understand
that these fees may be charged for customer services including, but not
limited to, same-day investment of client funds; same-day access to client
funds; advice to customers about the status of their accounts, yield
currently being paid or income earned to date; provision of periodic
account statements showing security and money market positions; other
services available from the dealer, bank or other institution; and
assistance with inquiries related to their investment.  Any such fees will
be deducted from the investor's account monthly and on smaller accounts
could constitute a substantial portion of the distribution.  Small,
inactive, long-term accounts involving monthly service charges may not be
in the best interest of investors.  Investors should be aware that they may
purchase shares of the Fund directly from the Fund without imposition of
any maintenance or service charges, other than those already described
herein.  In some states, banks or other institutions effecting transactions
in Fund shares may be required to register as dealers pursuant to state
law.

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


                          SHAREHOLDER SERVICES PLAN

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

       The Fund has adopted a Shareholder Service Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation for certain allocated expenses
of providing personal services and/or maintaining shareholder accounts.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
    


       A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Directors for their review.  In addition, the
Shareholder Services Plan provides that material amendments of the
Shareholder Services Plan must be approved by the Board of Directors, and
by the Directors who are not "interested persons" (as defined in the Act)
of the Fund and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan by vote cast in person at a
meeting called for the purpose of considering such amendments.  The
Shareholder Services Plan is subject to annual approval by such vote of the
Directors cast in person at a meeting called for the purpose of voting on
the Shareholder Services Plan.  The Shareholder Services Plan is terminable
at any time by vote of a majority of the Directors who are not "interested
persons" and have no direct or indirect financial interest in the operation
of the Shareholder Services Plan.

       The shareholder services fee for the fiscal year ended October 31,
1994 amounted to $3,090,528.


                          REDEMPTION OF FUND SHARES

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

       Check Redemption Privilege.  An investor may indicate on the Account
Application or by later written request that the Fund provide Redemption
Checks ("Checks") drawn on the Fund's account.  Checks will be sent only to
the registered owner(s) of the account and only to the address of record.
The Account Application or later written request must be manually signed by
the registered owner(s).  Checks may be made payable to the order of any
person in an amount of $500 or more.  When a Check is presented to the
Transfer Agent for payment, the Transfer Agent, as the investor's agent,
will cause the Fund to redeem a sufficient number of shares in the
investor's account to cover the amount of the Check.  Dividends are earned
until the Check clears.  After clearance, a copy of the Check will be
returned to the investor.  Investors generally will be subject to the same
rules and regulations that apply to checking accounts, although the
election of this Privilege creates only a shareholder-transfer agent
relationship with the Transfer Agent.

       If the amount of the Check is greater than the value of the shares in
the investor's account, the Check will be returned marked insufficient
funds.  Checks should not be used to close an account.

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

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

                                     Transfer Agent's
           Transmittal Code          Answer Back Sign

               144295                144295 TSSG PREP

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

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

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

       Stock Certificates; Signatures.  Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed.  The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York
Stock Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor, and
"Signature-Guaranteed" must appear with the signature.   The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification.  For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.

       Redemption Commitment.  The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period.  Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission and is a fundamental policy of the Fund which may not be changed
without shareholder approval.  In the case of requests for redemption in
excess of such amount, the Board of Directors reserves the right to make
payments in whole or in part in securities or other assets of the Fund in
case of an emergency or any time a cash distribution would impair the
liquidity of the Fund to the detriment of the existing shareholders.  In
such event, the securities would be valued in the same manner as the Fund's
portfolio is valued.  If the recipient sold such securities, brokerage
charges would be incurred.

       Suspension of Redemptions.  The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.


                            SHAREHOLDER SERVICES

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

       Fund Exchanges.  Shares of other funds purchased by exchange will be
purchased on the basis of relative net asset value per share as follows:

       A.  Exchanges for shares of funds that are offered without a sales
           load will be made without a sales load.

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

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

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

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

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

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

       Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund, shares
of another fund in the Dreyfus Family of Funds.  This Privilege is
available only for existing accounts.  Shares will be exchanged on the
basis of relative net asset value as described above under "Fund
Exchanges."  Investors may cancel this Privilege at any time by writing to
The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671.  Enrollment in or modification or cancellation of this Privilege is
effective three business days following notification by the investor.  An
investor will be notified if his account falls below the amount designated
to be exchanged under this Privilege.  In this case, an investor's account
will fall to zero unless additional investments are made in excess of the
designated amount prior to the next Auto-Exchange transaction.  Shares held
under IRA and other retirement plans are eligible for this Privilege.
Exchanges of IRA shares may be made between IRA accounts from regular
account to IRA accounts, but not from IRA accounts to regular accounts.
With respect to all other retirement accounts, exchanges may be made only
among those accounts.

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

       Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-654-6561.  The Fund reserves the right to reject
any exchange request in whole or in part.  The Fund Exchanges service or
the Dreyfus Auto-Exchange Privilege may be modified or terminated at any
time upon notice to shareholders.
    


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

       Dreyfus Dividend Sweep.  Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from the Fund in shares of another fund in the
Dreyfus Family of Funds of which the investor is a shareholder.  Shares of
other funds purchased pursuant to this privilege will be purchased on the
basis of relative net asset value per share as follows:

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

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

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

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

       Corporate Pension, Profit-Sharing and Personal Retirement Plans.  The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan.  In
addition, the Fund makes available Keogh Plans, IRAs, including SEP-IRAs
and IRA "Rollover Accounts," and 403(b)(7) Plans.  Plan support services
also are available.

       Investors who wish to purchase Fund shares in conjunction with a
Keogh Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request
from the Distributor forms for adoption of such plans.

       A fee may be charged by the entity acting as custodian for Keogh
Plans, 403(b)(7) Plans or IRAs, payment of which could require the
liquidation of shares.  All fees charged are described in the appropriate
form.

       Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian.  Purchases for these
plans may not be made in advance of receipt of funds.

       The minimum initial investment for Corporate Plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs, with more than one participant, is
$2,500, with no minimum on subsequent purchases.  The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans, with only one participant, is ordinarily $750, with no minimum on
subsequent purchases.  Individuals who open an IRA also may open a
non-working spousal IRA with a minimum investment of $250.

       The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details as to
eligibility, service fees and tax implications, and should consult a tax
adviser.


                      DETERMINATION OF NET ASSET VALUE

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

       Amortized Cost Pricing.  The valuation of the Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized gains or losses.  This involves valuing an instrument at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument.  While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the Fund
would receive if it sold the instrument.

       The Board of Directors has established, as a particular
responsibility within the overall duty of care owed to the Fund's
investors, procedures reasonably designed to stabilize the Fund's price per
share as computed for the purpose of sales and redemptions at $1.00.  Such
procedures include review of the Fund's portfolio holdings by the Board of
Directors, at such intervals as it deems appropriate, to determine whether
the Fund's net asset value calculated by using available market quotations
or market equivalents deviates from $1.00 per share based on amortized
cost.  In such review, investments for which market quotations are readily
available are valued at the most recent bid price or yield equivalent for
such securities or for securities of comparable maturity, quality and type,
as obtained from one or more of the major market makers for the securities
to be valued.  Other investments and assets are valued at fair value as
determined in good faith by the Board of Directors.

       The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Board of Directors.  If
such deviation exceeds 1/2 of 1%, the Board of Directors promptly will
consider what action, if any, will be initiated.  In the event the Board of
Directors determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing shareholders, it
has agreed to take such corrective action as it deems necessary and
appropriate, including:  selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital
gains; redeeming shares in kind; or establishing a net asset value per
share by using available market quotations or market equivalents.

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


                     DIVIDENDS, DISTRIBUTIONS AND TAXES

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

       Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss.  However, all or a portion of any
gains realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of the
Internal Revenue Code of 1986, as amended.


                              YIELD INFORMATION

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

       For the seven-day period ended October 31, 1994, the Fund's yield was
4.15% and effective yield was 4.24%.  Yield is computed in accordance with
a standardized method which involves determining the net change in the
value of a hypothetical pre-existing Fund account having a balance of one
share at the beginning of a seven calendar day period for which yield is to
be quoted, dividing the net change by the value of the account at the
beginning of the period to obtain the base period return, and annualizing
the results (i.e., multiplying the base period return by 365/7).  The net
change in the value of the account reflects the value of additional shares
purchased with dividends declared on the original share and any such
additional shares and fees that may be charged to shareholder accounts, in
proportion to the length of the base period and the Fund's average account
size, but does not include realized gains and losses or unrealized
appreciation and depreciation.  Effective annualized yield is computed by
adding 1 to the base period return (calculated as described above), raising
that sum to a power equal to 365 divided by 7, and subtracting 1 from the
result.

       Yields will fluctuate and are not necessarily representative of
future results.  The investor should remember that yield is a function of
the type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses.  An investor's principal in the Fund is
not guaranteed.  See "Determination of Net Asset Value" for a discussion of
the manner in which the Fund's price per share is determined.

       From time to time, the Fund in its advertising and sales literature
may refer to the growth of assets managed or administered by the Manager
over certain time periods.

       Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Morningstar, Inc., Bank Rate MonitorTM, N. Palm
Beach, Fla. 33408, IBC/Donoghue's Money Fund Report, Money Magazine and
other industry publications.


                           PORTFOLIO TRANSACTIONS

       Portfolio securities ordinarily are purchased directly from the
issuer or an underwriter or a market maker for the securities.  Ordinarily
no brokerage commissions are paid by the Fund for such purchases.
Purchases from underwriters of portfolio securities may include a
concession paid by the issuer to the underwriter and the purchase price
paid to market makers for the securities may include the spread between the
bid and asked price.  No brokerage commissions have been paid by the Fund
to date.

       Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment.  The primary consideration is prompt and
effective execution of orders at the most favorable price.  Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms.

       Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund.  Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses
of its research department.


                         INFORMATION ABOUT THE FUND

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

       Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
non-assessable.  Fund shares are of one class and have equal rights as to
dividends and in liquidation.  Shares have no preemptive, subscription or
conversion rights and are freely transferable.

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


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

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


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

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


                                  APPENDIX

     Description of the two highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Corporation
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, Inc. ("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), IBCA
Limited and IBCA Inc. ("IBCA") and Thomson BankWatch, Inc. ("BankWatch").

Commercial Paper and Short-Term Ratings

     The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.  Those
issues determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.  Capacity for timely payment on
issues with an A-2 designation is strong.  However, the relative degree of
safety is not as high as for issues designated A-1.

     The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's.  Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity. Issues rated Prime-2 (P-2) have a
strong capacity for repayment of short-term promissory obligations.  This
ordinarily will be evidenced by many of the characteristics cited above but
to a lesser degree.  Earnings trends and coverage ratios, while sound, will
be more subject to variation.  Capitalization characteristics, while still
appropriate, may be more affected by external conditions.  Ample alternate
liquidity is maintained.

     The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch.  Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.  The rating Fitch-2 (Very
Good Grade) is the second highest commercial paper rating assigned by Fitch
which reflects an assurance of timely payment only slightly less in degree
than the strongest issues.

     The rating Duff-1 is the highest commercial paper rating assigned by
Duff.  Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by
ample asset protection.  Risk factors are minor.  Paper rated Duff-2 is
regarded as having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals.  Risk factors
are small.

     The designation A1 by IBCA indicates that the obligation is supported
by a very strong capacity for timely repayment.  Those obligations rated
A1+ are supported by the highest capacity for timely repayment.
Obligations rated A2 are supported by a strong capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.

     The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch.  Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.  Obligations rated TBW-2 are supported by a
strong capacity for timely repayment, although the degree of safety is not
as high as for issues rated TBW-1.

Bond and Long-Term Ratings

     Bonds rated AAA are considered by S&P to be the highest grade
obligations and possess an extremely strong capacity to pay principal and
interest.  Bonds rated AA by S&P are judged by S&P to have a very strong
capacity to pay principal and interest, and in the majority of instances,
differ only in small degree from issues rated AAA.

     Bonds rated Aaa are judged by Moody's to be of the best quality.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by
all standards and, together with the Aaa group, they comprise what are
generally known as high-grade bonds.  Bonds rated Aa are rated lower than
Aaa bonds because margins of protection may not be as large or fluctuations
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger.
Moody's applies numerical modifiers 1, 2 and 3 in the Aa rating category.
The modifier 1 indicates a ranking for the security in the higher end of
this rating category, the modifier 2 indicates a mid-range ranking, and the
modifier 3 indicates a ranking in the lower end of the rating category.

     Bonds rated AAA by Fitch are judged by Fitch to be strictly high-
grade, broadly marketable, suitable for investment by trustees and
fiduciary institutions and liable to but slight market fluctuation other
than through changes in the money rate.  The prime feature of an AAA bond
is a showing of earnings several times or many times interest requirements,
with such stability of applicable earnings that safety is beyond reasonable
question whatever changes occur in conditions.  Bonds rated AA by Fitch are
judged by Fitch to be of safety virtually beyond question and are readily
salable, whose merits are not unlike those of the AAA class, but whose
margin of safety is less strikingly broad.  The issue may be the obligation
of a small company, strongly secured but influenced as to rating by the
lesser financial power of the enterprise and more local type of market.

     Bonds rated AAA by Duff are considered to be of the highest credit
quality.  The risk factors are negligible, being only slightly more than
U.S. Treasury debt.  Bonds rated AA are considered by Duff to be of high
credit quality with strong protection factors.  Risk is modest but may vary
slightly from time to time because of economic conditions.

     Obligations rated AAA by IBCA have the lowest expectation of
investment risk.  Capacity for timely repayment of principal and interest
is substantial, such that adverse changes in business, economic or
financial conditions are unlikely to increase investment risk
significantly.  Obligations rated AA by IBCA have a very low expectation of
investment risk.  Capacity for timely repayment of principal and interest
is substantial.  Adverse changes in business, economic or financial
conditions may increase investment risk albeit not very significantly.

     IBCA also assigns a rating to certain international and U.S. banks.
An IBCA bank rating represents IBCA's current assessment of the strength of
the bank and whether such bank would receive support should it experience
difficulties.  In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings.  In addition, IBCA
assigns banks Long- and Short-Term Ratings as used in the corporate ratings
discussed above.  Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support provided by
central banks or shareholders if it experienced difficulties, and such
ratings are considered by IBCA to be a prime factor in its assessment of
credit risk.  Individual Ratings, which range in gradations from A through
E, represent IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely independent
and could not rely on support from state authorities or its owners.

     In addition to its ratings of short-term obligations, BankWatch
assigns a rating to each issuer it rates, in gradations of A through E.
BankWatch examines all segments of the organization, including, where
applicable, the holding company, member banks or associations, and other
subsidiaries.  In those instances where financial disclosure is incomplete
or untimely, a qualified rating (QR) is assigned to the institution.
BankWatch also assigns, in the case of foreign banks, a country rating
which represents an assessment of the overall political and economic
stability of the country in which the bank is domiciled.

<TABLE>
<CAPTION>

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS                                      OCTOBER 31, 1994
                                                                                     PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-37.3%                                          AMOUNT               VALUE
                                                                                    --------------       -------------
<S>                                                                                 <C>                 <C>
ABN-AMRO Bank N.V. (Yankee)
    5.40%, 1/19/95....................................................              $   15,000,000      $   14,993,298
Bank of Tokyo Ltd. (Yankee)
    5.25%-5.52%, 1/5/95-2/15/95.......................................                  75,000,000          75,000,000
Banque Indosuez (London)
    3.63%-4.97%, 12/19/94-1/31/95.....................................                  40,000,000          40,000,352
Commerzbank AG (Yankee)
    5.14%, 1/6/95.....................................................                  50,000,000          49,996,213
Dai-Ichi Kangyo Bank Ltd. (London)
    4.83%, 12/12/94...................................................                  27,000,000          26,998,566
Dai-Ichi Kangyo Bank Ltd. (Yankee)
    4.75%-5.03%, 11/15/94-12/28/94....................................                  80,000,000          79,997,744
Industrial Bank of Japan Ltd. (London)
    4.90%-5.54%, 12/6/94-1/24/95......................................                  40,000,000          39,999,968
Industrial Bank of Japan Ltd. (Yankee)
    3.75%-4.94%, 12/15/94-2/3/95......................................                  75,000,000          75,000,000
Mitsubishi Bank Ltd. (Yankee)
    4.90%-5.22%, 11/30/94-12/30/94....................................                  50,000,000          50,000,000
Norinchukin Bank (London)
    3.65%-4.94%, 12/15/94-1/30/95.....................................                  75,000,000          74,998,096
Norinchukin Bank (Yankee)
    4.96%, 12/19/94...................................................                  25,000,000          24,999,843
Sanwa Bank Ltd. (Yankee)
    5.12%-5.52%, 1/23/95-3/20/95......................................                  65,000,000          65,000,000
Societe Generale (Yankee)
    4.98%-5.17%, 12/29/94-1/12/95.....................................                  70,000,000          70,001,676
Sumitomo Bank Ltd. (London)
    5.19%-5.30%, 1/20/95-2/15/95......................................                  75,000,000          74,989,151
Sumitomo Bank Ltd. (Yankee)
    4.92%-5.05%, 12/12/94-1/5/95......................................                  50,000,000          50,000,000
SwedBank (Yankee)
    3.88%-5.02%, 12/13/94-1/5/95......................................                 110,000,000         110,000,000
                                                                                                       ---------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT (cost $921,974,907).....                                 $   921,974,907
                                                                                                       ===============
BANKERS' ACCEPTANCES-2.5%
Bank of Tokyo Ltd. (Yankee)
    4.99%-5.45%, 12/16/94-1/27/95.....................................            $     34,200,000    $     33,922,786
Dai-Ichi Kangyo Bank Ltd. (Yankee)
    4.85%-4.99%, 12/15/94-12/20/94....................................                  13,000,000          12,918,613
Industrial Bank of Japan Ltd. (Yankee)
    5.07%, 1/17/95....................................................                   5,050,000           4,996,533
Sanwa Bank Ltd. (Yankee)
    4.85%, 12/21/94...................................................                  10,100,000          10,033,649
                                                                                                       ---------------
TOTAL BANKERS' ACCEPTANCES (cost $61,871,581).........................                                $     61,871,581
                                                                                                       ===============

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                          OCTOBER 31, 1994
                                                                                      PRINCIPAL
COMMERCIAL PAPER-34.7%                                                                 AMOUNT               VALUE
                                                                                    --------------       -------------
CS First Boston Inc.
    5.08%, 12/23/94...................................................            $     25,000,000    $     24,820,708
Central Hispano North American Capital Corp.
    4.78%, 12/13/94...................................................                  25,000,000          24,864,083
Den Danske Corp. Inc.
    4.96%, 12/28/94...................................................                  25,000,000          24,806,833
Ford Motor Credit Co.
    4.88%, 11/22/94...................................................                  75,000,000          74,790,000
General Electric Capital Corp.
    5.12%, 1/26/95....................................................                  25,000,000          24,700,792
General Electric Capital Services Inc.
    4.81%-5.16%, 12/7/94-1/24/95......................................                  55,000,000          54,530,400
General Motors Acceptance Corp.
    4.93%-5.00%, 11/3/94-12/20/94.....................................                 130,000,000         129,549,553
Generale Bank Inc.
    5.23%, 1/13/95....................................................                  25,000,000          24,739,431
ITT Financial Corp.
    4.96%, 11/21/94...................................................                  25,000,000          24,931,944
Lehman Brothers Holdings Inc.
    5.03%-5.21%, 12/21/94-1/11/95.....................................                 129,000,000         127,804,435
Merrill Lynch & Co. Inc.
    5.10%-5.21%, 1/10/95-1/17/95......................................                  50,000,000          49,486,326
NYNEX Corp.
    5.13%-5.60%, 1/17/95-2/28/95......................................                  60,000,000          59,182,860
PaineWebber Group Inc.
    5.13%, 1/5/95.....................................................                  30,000,000          29,728,083
Repsol International Finance B.V.
    5.02%, 12/13/94...................................................                  25,000,000          24,856,500
Salomon Inc.
    5.37%, 12/27/94...................................................                   5,000,000           4,958,778
Sears Roebuck Acceptance Corp.
    5.45%, 1/25/95-1/26/95............................................                 120,000,000         118,473,021
SwedBank Inc.
    3.59%, 11/1/94....................................................                  15,000,000          15,000,000
Woolwich Building Society
    5.00%, 12/23/94...................................................                  20,000,000          19,857,867
                                                                                                       ---------------
TOTAL COMMERCIAL PAPER (cost $857,081,614)............................                                 $   857,081,614
                                                                                                       ===============
CORPORATE NOTES-1.8%
General Electric Capital Corp.
    3.54%, 1/19/95....................................................        $         20,000,000    $     19,997,186
Merrill Lynch & Co. Inc.
    5.33%, 1/12/95 (a)................................................                  15,000,000          15,000,000
Westdeutsche Landesbank Girozentrale
    3.75%, 1/11/95 ...................................................                  10,000,000           9,997,899
                                                                                                       ---------------
TOTAL CORPORATE NOTES (cost $44,995,085)..............................                                $     44,995,085
                                                                                                       ===============

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                          OCTOBER 31, 1994
                                                                                    PRINCIPAL
PROMISSORY NOTES-2.0%                                                                 AMOUNT               VALUE
                                                                                    --------------       -------------
Goldman Sachs Group L.P.
    5.68%, 2/21/95
    (cost $50,000,000) (b,c)..........................................           $     50,000,000    $     50,000,000
                                                                                                       ===============
SHORT-TERM BANK NOTES-4.1%
FCC National Bank (Delaware)
    5.29%, 3/14/95 (a)................................................            $     50,000,000    $     49,990,840
Huntington National Bank
    3.67%, 1/10/95....................................................                  25,000,000          25,001,620
Northern Trust Co.
    3.71%, 12/30/94...................................................                  10,000,000           9,997,742
PNC Bank N.A.
    3.69%, 1/20/95....................................................                  15,000,000          14,995,496
                                                                                                       ---------------
TOTAL SHORT-TERM BANK NOTES (cost $99,985,698)........................                                $     99,985,698
                                                                                                       ===============
U.S. GOVERNMENT AGENCY-8.1%
Federal National Mortgage Association,
Consolidated Systemwide, Floating Rate Notes
    5.23%-5.34%, 2/14/97-2/18/97 (a)
TOTAL U.S. GOVERNMENT AGENCIES (cost $200,000,000)....................            $    200,000,000     $   200,000,000
                                                                                                       ===============
TIME DEPOSITS-8.4%
Fleet Bank of New York (Grand Cayman)
    4.81%, 11/1/94....................................................            $     90,000,000    $     90,000,000
Republic National Bank of New York (London)
    4.75%, 11/1/94....................................................                  26,815,000          26,815,000
Society National Bank (Grand Cayman)
    4.81%, 11/1/94....................................................                  90,000,000          90,000,000
                                                                                                       ---------------
TOTAL TIME DEPOSITS (cost $206,815,000)...............................                                 $   206,815,000
                                                                                                       ===============
TOTAL INVESTMENTS (cost $2,442,723,885)....................              98.9%                          $2,442,723,885
                                                                         =====                          ==============
CASH AND RECEIVABLES (NET).................................               1.1%                        $     26,643,208
                                                                         =====                          ==============
NET ASSETS  ..........................................                  100.0%                          $2,469,367,093
                                                                        ======                          ==============
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
    (a)  Variable interest rate-subject to periodic change.
    (b)  This note was acquired for investment, and not with the intent to
    distribute or sell.
    (c)  Security restricted as to public resale. This security was acquired
    on 10/24/94 at a cost of par value. At October 31, 1994, the aggregate
    value of this security is $50 million representing approximately 2.0% of
    net assets and are valued at amortized cost.


See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                           OCTOBER 31, 1994
<S>                                                                                       <C>          <C>
ASSETS:
    Investments in securities, at value-Note 1(a)...........................                           $2,442,723,885
    Cash....................................................................                               11,815,927
    Interest receivable.....................................................                               16,914,493
    Prepaid expenses........................................................                                  557,471
                                                                                                       --------------
                                                                                                        2,472,011,776
LIABILITIES:
    Due to The Dreyfus Corporation..........................................              $1,054,563
    Accrued expenses........................................................               1,590,120        2,644,683
                                                                                          -----------   -------------
NET ASSETS  ................................................................                           $2,469,367,093
                                                                                                       ==============
REPRESENTED BY:
    Paid-in capital........................................................                            $2,469,360,733
    Accumulated undistributed net realized gain on investments..............                                    6,360
                                                                                                       --------------
NET ASSETS at value applicable to 2,469,360,733 shares outstanding
    (25 billion shares of $.001 par value authorized).......................                           $2,469,367,093
                                                                                                       ==============
NET ASSET VALUE, offering and redemption price per share
    ($2,469,367,093 / 2,469,360,733 shares).................................                                    $1.00
                                                                                                                =====
</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
STATEMENT OF OPERATIONS                                       OCTOBER 31, 1994
<S>                                                                                        <C>           <C>
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                             $113,035,606
    EXPENSES:
      Management fee-Note 2(a).............................................                $14,461,203
      Shareholder servicing costs-Note 2(b).................................                 8,856,221
      Prospectus and shareholders' reports..................................                   353,320
      Custodian fees........................................................                   230,864
      Professional fees.....................................................                    97,926
      Registration fees.....................................................                    77,455
      Directors' fees and expenses-Note 2(c)................................                    39,688
      Miscellaneous.........................................................                   136,991
                                                                                            ----------
          TOTAL EXPENSES....................................................                               24,253,668
                                                                                                         ------------
INVESTMENT INCOME-NET......................................................                                88,781,938
NET REALIZED GAIN ON INVESTMENTS-Note 1(b).................................                                     6,360
                                                                                                         ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                            $  88,788,298
                                                                                                       ==============
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                         YEAR ENDED OCTOBER 31,
                                                                                     --------------------------------
                                                                                            1993             1994
                                                                                     --------------     -------------
<S>                                                                                 <C>                 <C>
OPERATIONS:
    Investment income-net...................................................        $   126,735,004     $  88,781,938
    Net realized gain on investments........................................                 11,727             6,360
                                                                                     --------------     -------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................            126,746,731        88,788,298
                                                                                     --------------     -------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income-net...................................................          (126,758,138)      (89,262,208)
    Net realized gain on investments........................................               (46,039)          (11,727)
                                                                                     --------------     -------------
      TOTAL DIVIDENDS.......................................................          (126,804,177)      (89,273,935)
                                                                                     --------------     -------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold...........................................          4,453,968,130     3,271,773,072
    Dividends reinvested....................................................            120,997,333        85,485,478
    Cost of shares redeemed.................................................        (7,295,533,320)   (4,325,481,716)
                                                                                     --------------     -------------
      (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..............        (2,720,567,857)     (968,223,166)
                                                                                     --------------     -------------
          TOTAL (DECREASE) IN NET ASSETS....................................        (2,720,625,303)     (968,708,803)
NET ASSETS:
    Beginning of year.......................................................          6,158,701,199     3,438,075,896
                                                                                     --------------     -------------
    End of year (including undistributed investment income-net;
      $480,270 in 1993).....................................................         $3,438,075,896    $2,469,367,093
                                                                                     ==============    ==============
</TABLE>
See notes to financial statements.


DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
FINANCIAL HIGHLIGHTS

Reference is made to Page 3 of the Fund's Prospectus dated February 28, 1995.

See notes to financial statements.

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. Dreyfus
Service Corporation is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"). Effective August 24, 1994, the Manager became a subsidiary of
Mellon Bank, N.A.
    On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
    It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio valuation
and dividend and distribution policies to enable it to do so. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
    (A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Directors to represent the fair
value of the Fund's investments.
    (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. Interest
income is recognized on the accrual basis. Cost of investments represents
amortized cost.
    (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid monthly.
Dividends from net realized capital gains 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. To
the extent that net realized capital gains can be offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such gain.
    (D) 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 Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
    At October 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .50 of 1% of the average
daily value of the Fund's net assets and is payable monthly. The Agreement
provides for an expense reimbursement from the Manager should the Fund's
aggregate expenses, exclusive of taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Fund for any full fiscal year. The most stringent state
expense limitation applicable to the Fund presently requires reimbursement of
expenses in any full fiscal year that such expenses (exclusive of certain
expenses as described above) exceed 2 1/2% of the first $30 million, 2% of
the next $70 million and 1 1/2% of the excess over $100 million of the
average value of the Fund's net assets in accordance with California "blue
sky" regulations.  There was no expense reimbursement for the year ended
October 31, 1994.

DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. During the year ended
October 31, 1994, the Fund was charged an aggregate of $3,090,528 pursuant to
the Shareholder Services Plan.
    (C) Prior to August 24, 1994 certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each director who is not an "affiliated person"
receives an annual fee of $4,500 and an attendance fee of $500 per meeting.

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

                                  Ernst & Young LLP Signature

New York, New York
December 5, 1994




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