DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND INC
485BPOS, 1997-02-27
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                                                           File Nos.33-26830
                                                                    811-6718
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

     Pre-Effective Amendment No.                                       [  ]
   

     Post-Effective Amendment No. 14                                   [X]
    

                                   and/or

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

     Amendment No. 14                                                  [X]

    

                      (Check appropriate box or boxes.)

              DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
             (Exact Name of Registrant as Specified in Charter)


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


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

                            Mark N. Jacobs, Esq.
                               200 Park Avenue
                          New York, New York 10166
                   (Name and Address of Agent for Service)


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

           immediately upon filing pursuant to paragraph (b)
     ----
   

      X    on March 1, 1997 pursuant to paragraph (b)
     ----
    

           60 days after filing pursuant to paragraph (a)(i)
     ----
           on     (date)      pursuant to paragraph (a)(i)
     ----
           75 days after filing pursuant to paragraph (a)(ii)
     ----
           on     (date)      pursuant to paragraph (a)(ii) of Rule 485
     ----

If appropriate, check the following box:

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

     Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940.  Registrant's Rule 24f-2 Notice for the
fiscal year ended October 31, 1996 was filed on December 26, 1996.
    

              DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
                Cross-Reference Sheet Pursuant to Rule 495(a)


Items in
Part A of
Form N-1A      Caption                                       Page
_________      _______                                       ____
   

   1           Cover Page                                     Cover

   2           Synopsis                                       3

   3           Condensed Financial Information                4

   4           General Description of Registrant              5

   5           Management of the Fund                         6

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

   6           Capital Stock and Other Securities             16

   7           Purchase of Securities Being Offered           7

   8           Redemption or Repurchase                       12

   9           Pending Legal Proceedings                      *

    

Items in
Part B of
Form N-1A
- ---------
   

   10          Cover Page                                     Cover

   11          Table of Contents                              Cover

   12          General Information and History                B-2

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-6

   15          Control Persons and Principal                  B-10
               Holders of Securities

   16          Investment Advisory and Other                  B-10
               Services
    

_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.


              DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
          Cross-Reference Sheet Pursuant to Rule 495(a) (continued)


Items in
Part B of
Form N-1A      Caption                                        Page
_________      _______                                        _____
   

   17          Brokerage Allocation                           B-20

   18          Capital Stock and Other Securities             B-20

   19          Purchase, Redemption and Pricing               B-12, B-14
               of Securities Being Offered                    and B-19

   20          Tax Status                                     *

   21          Underwriters                                   B-1 and B-12


   22          Calculations of Performance Data               B-20

   23          Financial Statements                           B-26

    

Items in
Part C of
Form N-1A
_________
   

   24          Financial Statements and Exhibits              C-1

   25          Persons Controlled by or Under                 C-3
               Common Control with Registrant

   26          Number of Holders of Securities                C-3

   27          Indemnification                                C-3

   28          Business and Other Connections of              C-4
               Investment Adviser

   29          Principal Underwriters                         C-9

   30          Location of Accounts and Records               C-12

   31          Management Services                            C-12

   32          Undertakings                                   C-12

    
________________________

NOTE:  * Omitted since answer is negative or inapplicable.


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

PROSPECTUS                                                   MARCH 1, 1997
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. THE FUND'S INVESTMENT OBJECTIVE 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 MARCH 1, 1997, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUND. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE,
NEW YORK 11556-0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR
OPERATOR 144.
    

        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...................            4
Yield Information.................................            4
Description of the Fund...........................            5
Management of the Fund............................            6
How to Buy Shares.................................            7
Shareholder Services..............................            9
How to Redeem Shares..............................            12
Shareholder Services Plan.........................            15
Dividends, Distributions and Taxes................            15
General Information...............................            16
Appendix..........................................            17
    

- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
[This Page Intentionally Left Blank]
             PAGE 2
<TABLE>
   


                           ANNUAL FUND OPERATING EXPENSES
                     (as a percentage of average daily net assets)
<S>                                                 <C>             <C>            <C>            <C>     <C>
  Management Fees (after fee waiver)..........................................................            .39%
  Other Expenses..............................................................................            .36%
  Total Fund Operating Expenses (after fee waiver)............................................            .75%
EXAMPLE:                                           1 YEAR         3 YEARS       5 YEARS         10 YEARS
    You would pay the following
    expenses on a $1,000 investment, assuming
    (1) 5% annual return and (2) redemption at
    the end of each time period:                    $  8            $24            $42            $93
</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 costs and expenses borne by the Fund, the payment of which will reduce
investors' annual return. The expenses noted above have been restated to
reflect an undertaking by The Dreyfus Corporation that if Fund expenses,
including the management fee, exceed .75% of the value of the Fund's average
net assets for the fiscal year ending October 31, 1997, The Dreyfus
Corporation may waive its management fee or bear certain other expenses to
the extent of such excess expense. The expenses noted above, without
reimbursement would have been: Management Fees - .50% and Total Fund
Operating Expenses - .86%. You can purchase Fund shares without charge
directly from the Fund's distributor; you may be charged a fee if you effect
transactions in Fund shares through a securities dealer, bank or other
financial institution. See "Management of the Fund," "How to Buy Shares" and
"Shareholder Services Plan.
    

               PAGE 3

                     CONDENSED FINANCIAL INFORMATION
        The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the 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 the Fund's financial statements.
<TABLE>
   

                                                                             YEAR ENDED OCTOBER 31,
                                            ______________________________________________________________________________________
PER SHARE DATA:                             1989(1)       1990       1991       1992       1993       1994       1995       1996
                                            ________     _______    _______    _______    _______    _______    _______   ________
<S>                                         <C>          <C>        <C>        <C>        <C>        <C>        <C>       <C>

    Net asset value, beginning of year      $  1.00      $  1.00    $  1.00    $  1.00    $  1.00    $  1.00    $  1.00   $  1.00
                                            ________     _______    _______    _______    _______    _______    _______   ________
    INVESTMENT OPERATIONS:
    Investment income-net........              .067         .085       .067       .041       .027       .031       .052      .049
                                            ________     _______    _______    _______    _______    _______    _______   ________
    DISTRIBUTIONS:
    Dividends from investment income-net      (.067)       (.085)     (.067)     (.041)     (.027)     (.031)     (.052)    (.049)
                                            ________     _______    _______    _______    _______    _______    _______   ________
    Net asset value, end of year.           $  1.00      $  1.00    $  1.00    $  1.00    $  1.00    $  1.00      $1.00   $  1.00
                                            ========     =======    =======    =======    =======    =======    =======   ========
TOTAL INVESTMENT RETURN..........             10.00%(2)     8.81%      6.88%      4.21%      2.75%      3.17%      5.33%     4.96%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets     ._           .01%       .23%       .47%       .77%       .84%       .86%      .81%
    Ratio of net investment income to
      average net assets.........              9.43%(2)     8.44%      6.69%      4.21%      2.76%      3.07%      5.20%     4.86%
    Decrease reflected in above expense
      ratios due to undertakings by
      The Dreyfus Corporation ...               .82%(2)      .71%       .43%       .21%       .02%       ._         ._        .05%
    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 $2,105,361 $1,941,601
(1) From February 23, 1989 (commencement of operations) to October 31, 1989.
(2) Annualized.
</TABLE>
    

                               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's Money Fund Reporttrademark, Morningstar, Inc. and other industry
publications.
    

                  PAGE 4

                         DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
        The Fund's investment objective 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. It cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) 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
        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 subsidiaries or foreign branches 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. See "Appendix _ Certain Portfolio Securities." In addition, the
Fund is permitted to lend portfolio securities and enter into reverse
repurchase agreements. See "Appendix _ Investment Techniques." During normal
market conditions, at least 25% of the value of the Fund's total assets will
be invested in bank obligations. See "Investment Considerations and Risks"
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 1940 Act, which
rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
    
   

        In accordance with Rule 2a-7, the Fund is required to 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 Fund's Board 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 (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. The
nationally recognized statistical rating organizations currently rating
instruments of the type the Fund may purchase are Moody's Investors Service,
Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co. ("Duff"), Fitch Investors Service, L.P. ("Fitch"), IBCA Limited
and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria are
described in the "Appendix" to the Statement of Additional Information. For
further information regarding the amortized cost method of valuing
securities, see "Determination of Net Asset Value" in the 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.
    

INVESTMENT CONSIDERATIONS AND RISKS
   

GENERAL _ 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 because the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations.

                  PAGE 5
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.
    
   

FOREIGN SECURITIES _ Because the Fund's portfolio may contain securities
issued by foreign governments, or any of their political subdivisions,
agencies or instrumentalities, and by foreign subsidiaries and foreign
branches 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,
seizure or nationalization of foreign deposits, imposition of foreign
withholding taxes on interest income payable on the securities, 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.
    

BANK SECURITIES _ 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 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.
   

SIMULTANEOUS INVESTMENTS _ Investment decisions for the Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities 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
   

INVESTMENT ADVISER _ 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, 1997, The Dreyfus Corporation
managed or administered approximately $85 billion in assets for approximately
1.7 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 authority of the Fund's Board in accordance with Maryland law.
    
   

        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
                  PAGE 6
Dreyfus Corporation, Mellon managed more than $233 billion in assets as of
December 31, 1996, including approximately $86 billion in proprietary mutual
fund assets. As of December 31, 1996, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or administration
services, for more than $1,046 billion in assets, including approximately $57
billion in mutual fund assets.
    
   

        Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .50 of 1% of
the value of the Fund's average daily net assets. For the fiscal year ended
October 31, 1996, the Fund paid The Dreyfus Corporation a monthly management
fee at the effective annual rate of .45 of 1% of the value of the Fund's
average daily net assets pursuant to an undertaking by The Dreyfus
Corporation. 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 expense ratio of the Fund and increasing
yield to investors. 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, bankers or other financial institutions in respect of these
services.
    
   

DISTRIBUTOR _ The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
    

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus 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, 90 Washington
Street, New York, New York 10286, serves as the Fund's Custodian.
                           HOW TO BUY SHARES
   

        Fund shares are sold without a sales charge. You may be charged a 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
maintains an omnibus account in the Fund and has made an aggregate minimum
initial purchase for its customers of $2,500. Subsequent investments must be
at least $100. However, the minimum initial investment for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is
$750, with no minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial investment of
$250. Subsequent investments in a spousal IRA must be at least $250. The
initial investment must be accompanied by the 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 advised 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. 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 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
                 PAGE 7
time. Fund shares also are offered without regard to the minimum initial
investment requirements through Dreyfus-AUTOMATIC Asset BuilderRegistration
Mark, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings
Plan pursuant to the Dreyfus Step Program described under "Shareholder
Services." These services enable you to make regularly scheduled investments
and may provide you with a convenient way to invest for long-term financial
goals. You should be aware, however, that periodic investment plans do not
guarantee a profit and will not protect an investor against loss in a
declining market.
    

        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 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."
        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 Stock Exchange (currently 4:00 p.m., New York time)
on each day the New York Stock Exchange and the Transfer Agent are 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 Statement of Additional Information.
   

        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
               PAGE 8
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 $1,000,000
("Eligible Benefit Plans"). Shares of funds in the Dreyfus Family of Funds
then held by Eligible Benefit Plans will be aggregated to determine the fee
payable. 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.
    
   

        Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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 shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the 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 shares by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452. 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, available by calling 1-800-645-6561, or by oral request from any of the
authorized signatories on the account by calling 1-800-645-6561. If you have
established the Telephone Exchange Privilege, you may telephone exchange
instructions (including over The Dreyfus TouchRegistration Mark automated
telephone system) by calling 1-800-645-6561. If you are calling from
overseas, call 516-794-5452. See "How to Redeem 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
                 PAGE 9
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 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 reinvestment
of dividends or distributions paid with respect to the foregoing categories
of shares. To qualify, at the time of the 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 administrative 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. See "Dividends, Distributions and Taxes."
    

        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 certain other
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  certain other funds in the
Dreyfus Family of Funds of which you are a shareholder. 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 mailing written notification 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. 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. See "Dividends, Distributions and Taxes."
    

DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark - Dreyfus-AUTOMATIC Asset
Builder permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund shares
are purchased by transferring funds from the bank account designated by you.
At your option, the 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
            PAGE 10
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
your 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. 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.
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.
   

DREYFUS STEP PROGRAM _ Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-AUTOMATIC Asset BuilderRegistration Mark, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan. To establish a
Dreyfus Step Program account, you must supply the necessary information on
the Account Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program, or to request
the necessary authorization form(s), please call toll free 1-800-782-6620.
You may terminate your participation in this Program at any time by
discontinuing your participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the
case may be, as provided under the terms of such Privilege(s). The Fund may
modify or terminate this Program at any time. Investors who wish to purchase
Fund shares through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
    
   

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
                 PAGE 11
in a fund that charges a sales load, you may qualify for share prices which
do not include the sales load or which reflect a reduced sales load. If your
are investing in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject on redemption to the contingent deferred
sales charge, if any, applicable to the purchased shares. See "Shareholder
Services" in the Statement of Additional Information. Dreyfus Dividend
ACHpermits you to transfer electronically dividends or dividends and capital
gain distributions, if any, from the Fund to a designated bank account. Only
an account maintained at a domestic financial institution which is an Automated
Clearing House member may be so designated. Banks may charge a fee for this
service.
    

        For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. 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 to 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.
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 Monthly or Quarterly 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.
   

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. The Automatic Withdrawal Plan may be ended at any time by
you, the Fund or the Transfer Agent. Shares for which certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
    
   

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; or for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800
- -322-7880.
    

                           HOW TO REDEEM 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 their clients a
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
              PAGE 12
Securities and Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES
 BY CHECK, BY DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC
ASSET BUILDERRegistration Mark 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.
        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, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through 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. The Fund reserves the right to refuse
any request made by wire or 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 any redemption Privilege at any
time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been issued, are not
eligible for Check Redemption, Wire Redemption, Telephone Redemption or
Dreyfus TELETRANSFER Privilege.
   

        You may redeem Fund shares by telephone if you have checked the
appropriate box on the 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 (including over The Dreyfus TouchRegistration Mark automated
telephone system) 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 proce-
                PAGE 13
dures 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 write Redemption Checks drawn on your
Fund 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 Check 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. If you hold shares in a Dreyfus sponsored IRA account, you may
be permitted to make withdrawals from your IRA account using checks furnished
to you by The Dreyfus Trust Company.
    
   

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. You also 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
    

TELEPHONE REDEMPTION PRIVILEGE - You may request by telephone that redemption
proceeds (maximum $150,000 per day) be paid by check and mailed to your
address. You may telephone redemption instructions by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
DREYFUS TELETRANSFER PRIVILEGE - You may request by telephone that redemption
proceeds (minimum $500 per day) be transferred between your Fund account and
your bank account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be 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
                 PAGE 15
may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period.
        If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
                     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. 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. 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.
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. If you are an omnibus accountholder and indicate
in a partial redemption request that a portion of any accrued dividends to
which such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, such portion of the accrued
dividends 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 1940 Act. 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
                    PAGE 15
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.
   

        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.
    

        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, 1996 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, imposed 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 1940 Act, 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 Board members 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 Board member from office and for any other purpose. Fund
shareholders may remove a Board member by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the Board will call a
meeting of shareholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members 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; outside the U.S. and
Canada, call 516-794-5452.
                         PAGE 16
                              APPENDIX
INVESTMENT TECHNIQUES
   

BORROWING MONEY - The Fund is permitted to borrow money from banks for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its 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. While borrowings exceed 5% of
the Fund's total assets, the Fund will not make any additional investments.
In addition, the Fund may borrow for investment purposes on a secured basis
through entering into reverse repurchase agreements as described below.
    
   

REVERSE REPURCHASE AGREEMENTS - The Fund may enter into reverse repurchase
agreements with banks, brokers or dealers. This form of borrowing involves
the transfer by the Fund of an underlying debt instrument in return for cash
proceeds based on a percentage of the value of the security. The Fund retains
the right to receive interest and principal payments on the security. At an
agreed upon future date, the Fund repurchases the security at principal plus
accrued interest. 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. These borrowings will be subject to interest costs which may
or may not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on the
securities purchased.
    
   

LENDING PORTFOLIO SECURITIES _ The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 331/3% of the value
of the Fund's total assets, and the Fund will receive collateral consisting
of cash, U.S. Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Such loans are terminable by
the Fund at any time upon specified notice. The Fund might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
    
   
    
   

FORWARD COMMITMENTS - The Fund may purchase money market instruments on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. The Fund will commit 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
    

CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT 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. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the
credit of the agency or instrumentality. These securities bear fixed,
floating or variable rates of inter-
                   PAGE 17
est. While the U.S. Government currently 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.
REPURCHASE AGREEMENTS _ In a repurchase agreement, the Fund buys, and the
seller agrees to repurchase, a security at a mutually agreed upon time and
price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities. The Fund may enter into repurchase agreements with certain banks
or non-bank dealers.
BANK OBLIGATIONS _ The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund _ Investment Considerations and Risks
_ Foreign Securities."
        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.
        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 the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER _ Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations 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.
FLOATING AND VARIABLE RATE OBLIGATIONS _ 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 obligations permit daily changes in the amounts borrowed.
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.
PARTICIPATION INTERESTS _ 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 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
               PAGE 18
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.
ILLIQUID SECURITIES _ 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.
        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
#
Worldwide Dollar
Money Market
Fund, Inc.
PROSPECTUS
Registration Mark
   

Copy Rights 1997 Dreyfus Service Corporation
    
   

                                          DWWp030197
    

              PAGE 20


   



              DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
                                   PART B
                    (STATEMENT OF ADDITIONAL INFORMATION)
                                MARCH 1, 1997
    

   

     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
March 1, 1997, as it may be revised from time to time.  To obtain a copy of
the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:
    


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

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

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

                              TABLE OF CONTENTS

                                                             Page
   


Investment Objective and Management Policies. . . . . . . . .B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . .B-6
Management Agreement. . . . . . . . . . . . . . . . . . . . .B-10
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . .B-12
Shareholder Services Plan . . . . . . . . . . . . . . . . . .B-13
Redemption of Shares. . . . . . . . . . . . . . . . . . . . .B-14
Shareholder Services. . . . . . . . . . . . . . . . . . . . .B-16
Determination of Net Asset Value. . . . . . . . . . . . . . .B-19
Dividends, Distributions and Taxes. . . . . . . . . . . . . .B-20
Portfolio Transactions. . . . . . . . . . . . . . . . . . . .B-20
Yield Information . . . . . . . . . . . . . . . . . . . . . .B-20
Information about the Fund  . . . . . . . . . . . . . . . . .B-21
Transfer and Dividend Disbursing Agent, Custodian,
     Counsel and Independent Auditors . . . . . . . . . . . .B-21
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . .B-23
Financial Statements. . . . . . . . . . . . . . . . . . . . .B-26
Report of Independent Auditors. . . . . . . . . . . . . . . .B-34
    

                 INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

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 subsidiaries or foreign branches 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 i
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 o
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, loa
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 tha
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 foreig
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.

       Foreign Government Obligations; Securities of Supranational Entities.
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 Manager 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.

       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 o
a repurchase agreement, the Fund will enter into repurchase agreements only
with domestic banks with total assets in excess of $1 billion, 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.
   

       Illiquid Securities.  Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased
by the Fund pursuant to Rule 144A under the Securities Act of 1933, as
amended, the Fund intends to treat such securities as liquid securities i
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.
    


Management Policies

       Lending Portfolio Securities.  In connection with its securities
lending transactions, the Fund may return to the borrower or a third party
which is unaffiliated with the Fund, and which is acting as a "placing
broker," a part of the interest earned from the investment of collateral
received for securities loaned.
   

       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 i
connection with the loan.
    
   

       Reverse Repurchase Agreements.  To the extent the Fund enters into a
reverse repurchase agreement, the Fund will maintain in a segregated
custodial account permissible liquid assets at least equal to the aggregate
amount of its reverse repurchase obligations, plus accrued interest, i
certain cases, in accordance with releases promulgated by the Securities
and Exchange Commission.  The Securities and Exchange Commission views
reverse repurchase transactions as collateralized borrowings by the Fund,
and pursuant to the Investment Company Act of 1940, as amended (the "1940
Act"), 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 required coverage should decline as a
result of market fluctuations or other reasons, the Fund may be required to
sell some of its portfolio securities within three days to reduce the
amount of its borrowings and restore the 300% asset coverage, even through
it may be disadvantageous from an investment standpoint to sell securities
at that time.
    


       Forward Commitments.  Securities purchased on a forward commitment or
when-issued basis are subject to changes in value (generally changing i
the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's perceptio
of the creditworthiness of the issuer and changes, real or anticipated, i
the level of interest rates.  Securities purchased on a forward commitment
or when-issued basis may expose the Fund to risks because they may
experience such fluctuations prior to their actual delivery.  Purchasing
securities on a when-issued basis can involve the additional risk that the
yield available in the market when the delivery takes place actually may be
higher than that obtained in the transaction itself.  Purchasing securities
on a forward commitment or when-issued basis when the Fund is fully or
almost fully invested may result in greater potential fluctuation in the
value of the Fund's net assets and its net asset value per share.

Investment Restrictions
   

       The Fund has adopted investment restrictions numbered 1 through 12 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 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 Fund's
Board members 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 i
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 Board.

       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 i
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 i
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 i
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 i
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

       Board members 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 Board member who is deemed to be a
"interested person" of the Fund, as defined in the 1940 Act, is indicated
by an asterisk.


Board Members of the Fund

LUCY WILSON BENSON, Board Member.  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.  From 1980
       to 1994, Mrs. Benson was a director of The Grumman Corporation.  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 of Security Assistance, Science and
       Technology.  She is 69 years old and her address is 46 Sunset Avenue,
       Amherst, Massachusetts 01002.
   

*DAVID W. BURKE, Board Member.  Chairman of the Broadcasting Board of
       Governors, an independent board within the United States Information
       Agency, since August 1995.  From August 1994 to December 1994, Mr.
       Burke was a Consultant to the Manager, and 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.  He is 60 years old and his address is Box 654, Eastham,
       Massachusetts 02642.

    
   

*JOSEPH S. DiMARTINO, Chairman of the Board.  Since January 1995, Chairman
       of the Board of various funds in the Dreyfus Family of Funds.  He is
       Chairman of the Board of the Noel Group, Inc., a venture capital
       company; and a director of the Muscular Dystrophy Association,
       HealthPlan Services Corporation, Belding Heminway, Inc., a
       manufacturer and marketer of industrial threads and buttons, Curtis
       Industries, a national distributor of security products, chemicals
       and automotive and other hardware, and Staffing Resources, Inc.  For
       more than five years prior to January 1995, 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 24, 1994, the Fund's distributor.  From August 1994
       until December 31, 1994, he was a director of Mellon Bank
       Corporation.  He is 53 years old and his address is 200 Park Avenue,
       New York, New York 10166.
    
   

MARTIN D. FIFE, Board Member.  Chairman of the Board of Magar Inc., a
       company specializing in financial products and developing early stage
       companies, since November 1987.  From 1960 to 1994, Mr. Fife was
       President of Fife Associates, Inc. and other companies engaged in the
       chemical and plastics industries.  In addition, Mr. Fife is Chairman
       of the Board and Chief Executive Officer of Skysat Communications
       Network Corporation, a company developing telecommunications systems.
       Mr. Fife also serves on the boards of various other companies.  He is
       69 years old and his address is The Chrysler Building, 405 Lexington
       Avenue, New York, New York 10174.
    

WHITNEY I. GERARD, Board Member.  Partner of the New York City law firm of
       Chadbourne & Parke.  He is 61 years old and his address is 30
       Rockefeller Plaza, New York, New York 10112.
   

ROBERT R. GLAUBER, Board Member.  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, Cooke and Bieler, Inc., investment
       counselors, NASD Regulation, Inc. and the Federal Reserve Bank of
       Boston.  He is 57 years old and his address is 79 John F. Kennedy
       Street, Cambridge, Massachusetts 02138.
    
   

ARTHUR A. HARTMAN, Board Member.  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, Lawter International and a member
       of the advisory councils of several other companies, research
       institutes and foundations.  Ambassador Hartman is Chairman of First
       NIS Regional Fund (ING/Barings Management).  He is a former President
       of the Harvard Board of Overseers.  He is 70 years old and his
       address is 2738 McKinley Street, N.W., Washington, D.C. 20015.
    
   

GEORGE L. PERRY, Board Member.  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.  He is 63 years
       old and his address is 1775 Massachusetts Avenue, N.W., Washington,
       D.C. 20036.
    

       For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Board members of the
Fund who are not "interested persons" of the Fund, as defined in the 1940
Act, will be selected and nominated by the Board members who are not
"interested persons" of the Fund.
   

       The Fund typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses.  The Chairman of
the Board receives an additional 25% of such compensation.  Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Fund for the fiscal year
ended October 31, 1996, and by all other funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation) for
the year ended December 31, 1996, were as follows:
    
   

                                                  Total Compensation
                                                  From Fund and
                            Aggregate             Fund Complex
Name of Board               Compensation          Paid to Board
Member                      From Fund*            Member

Lucy Wilson Benson            $7,000              $ 69,018 (14)

David W. Burke                $7,000              $232,899 (52)

Joseph S. DiMartino           $8,750              $517,075 (93)

Martin D. Fife                $7,000              $ 54,167 (12)

Whitney I. Gerard             $7,000              $ 59,417 (12)

Robert R. Glauber             $7,000              $103,549 (10)

Arthur A. Hartman             $7,000              $ 58,167 (12)

George L. Perry               $7,000              $ 58,167 (11)


*  Amount does not include reimbursed expenses for attending Board meetings,
   which amounted to $2,157 for all Board members as a group.
    

Officers of the Fund
   

MARIE E. CONNOLLY, President and Treasurer.  President, Chief Executive
    Officer and a director 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., the ultimate parent of which is Boston
    Institutional Group, Inc.  She is 39 years old.
    
   

JOHN E. PELLETIER, Vice President and Secretary.  Senior Vice President and
    General Counsel of the Distributor and an officer of other investment
    companies advised or administered by the Manager.  From February 1992 to
    July 1994, he served as Counsel for The Boston Company Advisors, Inc.  He
    is 32 years old.
    
   

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer.  Senior Vice
    President, Treasurer and Chief Financial Officer of the Distributor and an
    officer of other investment companies advised or administered by the
    Manager.  From July 1988 to August 1994, he was employed by The Boston
    Company, Inc. where he held various management positions in the Corporate
    Finance and Treasury areas.  He is 34 years old.
    
   

RICHARD W. INGRAM, Vice President and Assistant Treasurer.  Senior Vice
    President and Director of Client Services and Treasury Operations of Funds
    Distributor, Inc. and an officer of other investment companies advised or
    administered by the Manager.  From March 1994 to November 1995, he was Vice
    President and Division Manager for First Data Investor Services Group.
    From 1989 to 1994, he was Vice President, Assistant Treasurer and Tax
    Director - Mutual Funds of The Boston Company, Inc.  He is 40 years old.
    
   

ELIZABETH A. KEELEY, Vice President and Assistant Secretary.  Assistant
    Vice President of the Distributor and an officer of other investment
    companies advised or administered by the Manager.  She is 27 years old.
    
   

MARY A. NELSON, Vice President and Assistant Treasurer.  Vice President and
    Manager of Treasury Service and Administration of Funds Distributor, Inc.
    and an officer of other investment companies advised or administered by the
    Manager.  From September 1989 to July 1994, she was an Assistant Vice
    President and Client Manager for The Boston Company, Inc.  She is 32 years
    old.
    
   

DOUGLAS C. CONROY, Vice President and Assistant Secretary.  Supervisor of
    Treasury Services and Administration of Funds Distributor, Inc. and a
    officer of other investment companies advised or administered by the
    Manager.  From April 1993 to January 1995, he was a Senior Fund Accountant
    for Investors Bank and Trust Company.  From December 1991 to March 1993, he
    was employed as a Fund Accountant at The Boston Company, Inc.  He is 27
    years old.
    
   

MARK A. KARPE, Vice President and Assistant Secretary.  Senior Paralegal of
    the Distributor and an officer of other investment companies advised or
    administered by the Manager.  Prior to September 1993, Mr. Karpe was
    employed as an Associate Examiner in the Enforcement Department of the
    National Association of Securities Dealers, Inc.  He is 27 years old.
    
   

MICHAEL S. PETRUCELLI, Vice President & Assistant Treasurer.  Director of
    Strategic Client Initiatives for Funds Distributor, Inc.  From December,
    1989 through November, 1996 he was employed with GE Investments where he
    held various financial, business development and compliance positions.  He
    also served as Treasurer of the GE Funds and as Directors of the GE
    Investment Services.  He is 35 years old.
    

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

     The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on February 19, 1997.
    
   

     The following persons are known by the Fund to own of record 5% or
more of the Fund's outstanding voting securities as of February 19, 1997:
PaineWebber for the Benefit of James R. Howell and M. Phyllis Howell
JTWROS, 300 Dahlia, Denver, CO 80220-5714 - 18.7192; PaineWebber for the
Benefit of Rose Trusts Partnership, c/o Burton D. Levy, 8933 East Unio
Avenue #216, Englewood, CO 80111-1357 - 7.1332; Hans W. Doose and Audrey
Joan Doose JT TEN WROS, 6913 Grant Avenue, Pennsauken, NJ  08109-2749 -
5.5058; Perry R. Secor, Community Property, 10011 Sunderland Street, Santa
Ana, CA 92705-6126 - 5.3136 and Carl A. Brink, 559 East Street, Hebron, CT
06248-1134 - 5.1323.
    


                            MANAGEMENT AGREEMENT

     The following information supplements and should be read i
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 or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund or the Manager, by vote cast in perso
at a meeting called for the purpose of voting on such approval.  The
Agreement was approved by shareholders on August 4, 1994, and was last
approved by the Fund's Board, including a majority of the Board members who
are not "interested persons" of any party to the Agreement, at a meeting
held on January 30, 1997.  The Agreement is terminable without penalty, o
60 days' notice, by the Fund's Board 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 1940 Act).
    
   

     The following persons are officers and/or directors of the Manager:
W. Keith Smith, Chairman of the Board; Christopher M. Condron, President,
Chief Executive Officer, Chief Operating Officer and a director; Stephen E.
Canter, Vice Chairman, Chief Investment Officer and a director; Lawrence S.
Kash, Vice Chairman--Distribution and a director; William T. Sandalls, Jr.,
Senior Vice President and Chief Financial Officer; William F. Glavin, Jr.,
Vice President--Corporate Development; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President--
Corporate Communications; Mary Beth Leibig, Vice President--Huma
Resources; Jeffrey N. Nachman, Vice President--Mutual Fund Accounting;
Andrew S. Wasser, Vice President--Information Services; Elvira Oslapas,
Assistant Secretary; and Mandell L. Berman, Burton C. Brogelt and Frank V.
Cahouet, 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.  The Manager is responsible for investment decisions, and provides
the Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities.  The Fund's portfolio managers are
Bernard Kiernan, Jr., Patricia A. Larkin and Thomas S. Riordan.  The
Manager also maintains a research department with a professional staff of
portfolio managers and securities analysts who provide research services
for the Fund and for other funds advised by the Manager.  All purchases and
sales are reported for the Board's review at the meeting subsequent to such
transactions.
    

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

     All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager.  The
expenses borne by the Fund include: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Board members who are not
officers, directors, 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 the Fund's 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 meetings, and any extraordinary expenses.  In
addition, Fund shares are subject to an annual service fee.  See
"Shareholder Services Plan."
   

     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, 1994, 1995 and 1996 amounted to $14,461,203, $11,033,454 and
$10,155,364, respectively; however, such amount for fiscal year ended 1996
was reduced by $1,062,418 pursuant to an undertaking by the Manager i
effect, resulting in $9,092,946 being paid in fiscal 1996.
    

     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 SHARES

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

     The Distributor.  The Distributor serves as the Fund's distributor o
a best efforts basis 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.  In some
states, certain financial institutions effecting transactions in Fund
shares may be required to register as dealers pursuant to state law.
    
   

     Dreyfus TeleTransfer Privilege.  Dreyfus TeleTransfer purchase orders
may be made at any time.  Purchase orders received by 4:00 p.m., New York
time, on any business day that Dreyfus Transfer, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York
Stock Exchange are open for business will be credited to the shareholder's
Fund account on the next bank business day following such purchase order.
Purchase orders made after 4:00 p.m., New York time, on any business day
the Transfer Agent and the New York Stock Exchange are open for business;
orders made on Saturday, Sunday or any Fund holiday (e.g., when the New
York Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order.  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 o
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 Shares--Dreyfus TeleTransfer Privilege."
    
   

     Transactions Through Securities Dealers.  Fund shares may be purchased
and redeemed through securities dealers which may charge a fee for such
services.  Some dealers will place the Fund's shares in an account with
their firm.  Dealers also may require the following: 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 institutio
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.

     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 i
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 Fund's Board for its review.  In addition, the
Shareholder Services Plan provides that material amendments of the
Shareholder Services Plan must be approved by the Fund's Board, and by the
Board members who are not "interested persons" (as defined in the 1940 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
Board members cast in person at a meeting called for the purpose of voting
on the Shareholder Services Plan.  The Shareholder Services Plan was last
so approved on January 30, 1997.  The Shareholder Services Plan is
terminable at any time by vote of a majority of the Board members who are
not "interested persons" and have no direct or indirect financial interest
in the operation of the Shareholder Services Plan.
    
   

     For the fiscal year ended October 31, 1996, the Fund was charged
$3,098,132 pursuant to the Shareholder Services Plan.
    


                            REDEMPTION OF SHARES

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

     Check Redemption Privilege.  An investor may indicate on the Account
Application, Shareholder Services Form or by later written request that the
Fund provide Redemption Checks ("Checks") drawn on the investor's Fund
account.  Checks will be sent only to the registered owner(s) of the
account and only to the address of record.  The Account Application,
Shareholder Services Form 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 i
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 redemptio
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 ($1,000
minimum) 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, or to a correspondent bank if the investor's
bank is not a member of the Federal Reserve System.  Fees ordinarily are
imposed by such bank and are borne by the investor.  Immediate notificatio
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 redemptio
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 transactio
through the Automated Clearing House ("ACH") system unless more prompt
transmittal specifically is requested.  Redemption proceeds will be o
deposit in the investor's account at an ACH member bank ordinarily two
business days after receipt of the redemption request.  See "Purchase of
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 i
excess of such amount, the Board reserves the right to make payments i
whole or in part in securities (including non-marketable 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 i
the same manner as the Fund's portfolio is valued.  If the recipient sold
such securities, brokerage charges might 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 i
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 (including
over The Dreyfus TouchRegistered Mark automated telephone system) 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 i
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."  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, a
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 accounts to IRA accounts, but not from IRA accounts
to regular accounts.  With respect to all other retirement accounts,
exchanges may be made only among those accounts.

     Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available
to shareholders resident in any state in which shares of the fund being
acquired may legally be sold.  Shares may be exchanged only betwee
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 a
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.  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 automatically their dividends or dividends and capital gai
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.  I
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 Reductio
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 o
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 i
conjunction with the section in the Fund's Prospectus entitled "How to Buy
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 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 purchases and redemptions at $1.00.  Such procedures include
review of the Fund's portfolio holdings by the Board, 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.
    

     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.  If such deviatio
exceeds 1/2 of 1%, the Board promptly will consider what action, if any,
will be initiated.  In the event the Board determines that a deviatio
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 i
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 (the "Code").


                           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.


                              YIELD INFORMATION

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

     For the seven-day period ended October 31, 1996, the Fund's yield was
4.85% and effective yield was 4.97%, which reflects the waiver of a portio
of the management fee.  See "Management of the Fund" in the Prospectus.
Had a portion of the management fee not been waived, the Fund's yield for
the same period would have been 4.73% and its effective yield would have
been 4.84%.  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 i
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 i
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's Money Fund ReportTM, Money Magazine and other
industry publications.
    



                         INFORMATION ABOUT THE FUND

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

     Each Fund share has one vote and, when issued and paid for i
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.


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

     Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island  02940-9671, is the Fund's transfer and
dividend disbursing agent.  Under a transfer agency agreement with the
Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund.  For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month, and is reimbursed for
certain out-of-pocket expenses.  For the period December 1, 1995 (effective
date of transfer agency agreement) through October 31, 1996, the Fund paid
the Transfer Agent $2,121,925.
    
   

     The Bank of New York, 90 Washington Street, New York, New York 10286,
is the Fund's Custodian.
    
   

     Neither the Transfer Agent nor The Bank of New York has any part i
determining the investment policies of the Fund or which securities are to
be purchased or sold by the Fund.
    
   

     Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Fund, has rendered its opinion as to certai
legal matters regarding the due authorization and valid issuance of the
shares being sold pursuant to the Fund's Prospectus.
    

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

                                  APPENDIX

     Description of the two highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings Group
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, L.P. ("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 o
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 i
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 i
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 tha
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 obligatio
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 tha
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.

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- ------------------------------------------------------------------------
Statement of Investments                                October 31, 1996

<TABLE>
<CAPTION>
                                                  Principal
Negotiable Bank Certificates of Deposit--37.2%      Amount          Value
- -----------------------------------------------  ------------   -------------
<S>                                              <C>            <C>
Bank of Tokyo-Mitsubishi (Yankee)
  5.54%-5.7%, 11/15/96-4/15/97.................  $ 95,000,000   $  95,002,288
Bayerische Vereinsbank AG (Yankee)
  5.2%-5.38%, 1/29/97-2/24/97..................    99,000,000      99,000,000
Dai-Ichi Kangyo Bank Ltd. (Yankee)
  5.43%-5.81%, 11/20/96-10/15/97...............    73,000,000      73,000,232
Fuji Bank Ltd. (Yankee)
  5.51%-5.59%, 11/12/96-1/15/97................    77,000,000      77,000,452
Industrial Bank of Japan Ltd. (Yankee)
  5.7%, 1/7/97.................................    25,000,000      25,000,000
Sanwa Bank Ltd. (London)
  5.51%-5.53%, 11/12/96-1/27/97................    69,000,000      69,000,823
Societe Generale (Yankee)
  5.8%-6.03%, 7/21/97-10/7/97..................   100,000,000      99,965,393
Sumitomo Bank Ltd. (Yankee)
  5.58%-5.6%, 12/17/96-4/22/97.................    45,000,000      45,000,000
SwedBank (Yankee)
  5.58%-5.65%, 11/25/96-11/29/96...............    90,000,000      90,000,000
Union Bank of California, N.A.
  5.68%-5.75%, 12/17/96-4/2/97.................    50,000,000      50,000,000
                                                                -------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
  (cost $722,969,188)                                           $ 722,969,188
                                                                -------------
                                                                -------------

Bankers' Acceptances--2.6%
- -----------------------------------------------
Dai-Ichi Kangyo Bank Ltd.
  5.71%, 3/18/97-3/19/97.......................  $ 20,500,000   $  20,064,699
Fuji Bank Ltd.
  5.55%, 11/20/96..............................     5,000,000       4,985,565
Industrial Bank of Japan Ltd.
  5.71%, 3/19/97...............................    25,000,000      24,467,167
                                                                -------------
TOTAL BANKERS' ACCEPTANCES (cost $49,517,431)..                 $  49,517,431
                                                                -------------
                                                                -------------
Commercial Paper--7.2%
- -----------------------------------------------
Aetna Life & Casualty Co.
  5.68%, 11/21/96..............................  $ 50,000,000   $  49,845,278
Caisse D'Amortissement de la Sociale
  5.68%, 12/27/96..............................    25,000,000      24,785,333
General Motors Acceptance Corp.
  5.59%, 12/27/96..............................    15,000,000      14,874,700
Merrill Lynch & Co. Inc.
  5.81%, 2/12/97...............................    20,000,000      19,677,839

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Investments (continued)                           October 31, 1996

                                                  Principal
Commercial Paper (continued)                       Amount           Value
- -----------------------------------------------  ------------   -------------
Mitsubishi Motors Credit of America Inc.
  5.52%, 2/18/97 (a)...........................  $ 32,000,000   $  31,474,862
                                                                -------------
TOTAL COMMERCIAL PAPER (cost $140,658,012).....                 $ 140,658,012
                                                                -------------
                                                                -------------
Corporate Notes--13.3%
- -----------------------------------------------
Abbey National PLC
  5.22%, 3/17/97...............................  $100,000,000   $  99,960,544
Bear Stearns Companies Inc.
  5.40%, 11/18/96 (b)..........................     5,000,000       5,000,000
Lehman Brothers Holdings Inc.
  4.94%-5.5%, 1/6/97-3/17/97 (b)...............    83,500,000      83,684,485
Merrill Lynch & Co. Inc.
  5.47%-5.5%, 5/13/97-7/2/97 (b)...............    70,000,000      69,994,889
                                                                -------------
TOTAL CORPORATE NOTES (cost $258,639,918)......                 $ 258,639,918
                                                                -------------
                                                                -------------
Promissary Notes--4.6%
- -----------------------------------------------
Goldman Sachs Group L.P.
  5.53%-5.75%, 11/7/96-1/27/97 (c,d)
  (cost $90,000,000)...........................  $ 90,000,000   $  90,000,000
                                                                -------------
                                                                -------------
Short-Term Bank Notes--8.5%
- -----------------------------------------------
Comerica Bank
  5.36%, 2/14/97 (b)...........................  $ 50,000,000   $  49,990,184
First National Bank of Boston
  5.35%, 12/4/96 (b)...........................    25,000,000      25,000,000
Morgan Guaranty Trust Co.
  5.5%, 1/8/97 (b).............................    75,000,000      75,000,000
Society National Bank, Cleveland
  5.92%, 5/21/97 (b)...........................    15,000,000      15,000,000
                                                                -------------
TOTAL SHORT-TERM BANK NOTES (cost $164,990,184)                 $ 164,990,184
                                                                -------------
                                                                -------------
U.S. Government Agencies--19.1%
- -----------------------------------------------
Federal Home Loan Banks, Floating Rate Notes
  5.41%, 1/26/98 (b)...........................  $ 20,000,000   $  20,025,853
Federal National Mortgage Association,
  Floating Rate Notes
  5.31%-5.84%, 12/16/96-2/18/97 (b)............   350,000,000     349,994,028
                                                                -------------
TOTAL U.S. GOVERNMENT AGENCIES
  (cost $370,019,881)..........................                 $ 370,019,881
                                                                -------------
                                                                -------------

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Investments (continued)                           October 31, 1996

                                                  Principal
Time Deposits--6.4%                                Amount           Value
- -----------------------------------------------  ------------   -------------
Berliner Handels-und Frankforter Bank
  (Grand Cayman)
  5.87%, 11/1/96...............................  $ 50,000,000  $   50,000,000
Republic National Bank of New York (London)
  5.63%, 11/1/96...............................    74,209,000      74,209,000
                                                               --------------
TOTAL TIME DEPOSITS (cost $124,209,000)........                $  124,209,000
                                                               --------------
                                                               --------------
TOTAL INVESTMENTS
  (cost $1,921,003,614)..................  98.9%                $1,921,003,614
                                          ------                --------------
                                          ------                --------------
CASH AND RECEIVABLES (NET)...............   1.1%                $   20,596,959
                                          ------                --------------
                                          ------                --------------

NET ASSETS............................... 100.0%                $1,941,600,573
                                          -----                 --------------
                                          -----                 --------------

<FN>
Notes to Statement of Investments:
(a) Backed by irrevocable letter of credit.
(b) Variable interest rate--subject to periodic change.
(c) These notes were acquired for investment, and not with the intent to
    distribute or sell.
(d) Securities restricted as to public resale. These securities were acquired
    from 3/18/96-10/28/96 at a cost of par value. At October 31, 1996, the
    aggregate value of these securities was $90,000,000 representing
    approximately 4.6% of net assets and are valued at amortized cost.
</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- -----------------------------------------------------
Statement of Assets and Liabilities  October 31, 1996

<TABLE>
<CAPTION>

                                                                                          Cost             Value
                                                                                     --------------   --------------
<S>              <C>                                                                    <C>              <C>
ASSETS:          Investments in securities--See Statement of Investments.........    $1,921,003,614   $1,921,003,614
                 Interest receivable.............................................                         24,093,643
                 Prepaid expenses and other assets...............................                            216,467
                                                                                                      --------------
                                                                                                       1,945,313,724
                                                                                                      --------------
LIABILITIES:     Due to The Dreyfus Corporation and affiliates...................                            878,185
                 Cash overdraft due to Custodian.................................                          2,417,285
                 Accrued expenses and other liabilities..........................                            417,681
                                                                                                      --------------
                                                                                                           3,713,151
                                                                                                      --------------
NET ASSETS.......................................................................                     $1,941,600,573
                                                                                                      --------------
                                                                                                      --------------
REPRESENTED BY:  Paid-in capital                                                                      $1,941,825,764
                 Accumulated net realized gain (loss) on investments.............                           (225,191)
                                                                                                      --------------
NET ASSETS.......................................................................                     $1,941,600,573
                                                                                                      --------------
                                                                                                      --------------
SHARES OUTSTANDING
(25 billion shares of $.001 par value Common Stock authorized)...................                      1,941,825,764

NET ASSET VALUE, offering and redemption price per share.........................                              $1.00
                                                                                                               -----
                                                                                                               -----
</TABLE>

Statement of Operations                    Year Ended October 31, 1996

<TABLE>

INVESTMENT INCOME

<S>             <C>                                                                    <C>              <C>
INCOME          Interest Income                                                                         $115,167,885

EXPENSES:       Management fee--Note 2(a)........................................      $10,155,364
                Shareholder servicing costs--Note 2(b)...........................        6,739,291
                Prospectus and shareholders' reports.............................          230,182
                Custodian fees...................................................          158,661
                Registration fees................................................          113,647
                Professional fees................................................          101,016
                Directors' fees and expenses--Note 2(c)..........................           63,706
                                                                                       -----------
                    Total Expenses...............................................       17,561,867
                Less--reduction in management fee due to
                  undertaking--Note 2(a).........................................       (1,062,418)
                                                                                       -----------
                    Net Expenses.................................................                         16,499,449
                                                                                                        ------------
INVESTMENT INCOME--NET...........................................................                         98,668,436
NET REALIZED (LOSS) ON INVESTMENTS--Note 1(b)....................................                           (142,118)
                                                                                                        ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.............................                       $ 98,526,318
                                                                                                        ------------
                                                                                                        ------------

</TABLE>


See notes to financial statements.

Dreyfus Worldwide Dollar Money Market Fund, Inc.
- ---------------------------------------------------------
Statement of Changes in Net Assets

<TABLE>
<CAPTION>

                                                                                           Year Ended             Year Ended
                                                                                        October 31, 1996       October 31, 1995
                                                                                        ----------------       ----------------
<S>                                                                                     <C>                    <C>
OPERATIONS:
  Investment income--net.........................................................        $   98,668,436         $  114,642,372
  Net realized gain (loss) on investments........................................              (142,118)               (83,073)
                                                                                         --------------         --------------
        Net Increase (Decrease) in Net Assets Resulting from Operations..........            98,526,318            114,559,299
                                                                                         --------------         --------------
DIVIDENDS TO SHAREHOLDERS FROM:
  Investment income--net.........................................................           (98,668,436)          (114,642,372)
  Net realized gain on investments...............................................                --                     (6,360)
                                                                                         --------------         --------------
        Total Dividends..........................................................           (98,668,436)          (114,648,732)
                                                                                         --------------         --------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
  Net proceeds from shares sold..................................................         4,041,516,935          3,339,732,223
  Dividends reinvested...........................................................            94,196,812            109,658,929
  Cost of shares redeemed........................................................        (4,299,332,288)        (3,813,307,580)
                                                                                         --------------         --------------
        Increase (Decrease) in Net Assets from Capital Stock Transactions........          (163,618,541)          (363,916,428)
                                                                                         --------------         --------------
          Total Increase (Decrease) in Net Assets................................          (163,760,659)          (364,005,861)

NET ASSETS:
  Beginning of Period............................................................         2,105,361,232          2,469,367,093
                                                                                         --------------         --------------
  End of Period..................................................................        $1,941,600,573         $2,105,361,232
                                                                                         --------------         --------------
                                                                                         --------------         --------------

</TABLE>



See notes to financial statements.

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- ------------------------------------------------------
Financial Highlights

   Reference is made to page 4 of the Fund's Prospectus dated March 1, 1997.

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- -----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

NOTE 1--Significant Accounting Policies:

  Dreyfus Worldwide Dollar Money Market Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company. The Fund's investment objective is to provide
investors with as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity. The Dreyfus
Corporation ("Manager") serves as the Fund's investment adviser. The Manager is
a direct subsidiary of Mellon Bank, N.A. Premier Mutual Fund Services, Inc.
acts as the distributor of the Fund's shares, which are sold to the public
without a sales charge.

  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 per share of $1.00.

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

  (a) Portfolio valuation: Investments 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 gain, if any, are normally declared and
paid annually, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code. To the
extent that net realized capital gain can be offset by capital loss carryovers,
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.

  The Fund has an unused capital loss carryover of approximately $225,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to October 31, 1996. If not
applied, $83,000 of the carryover expires in fiscal 2003 and $142,000 expires
in fiscal 2004.

  At October 31, 1996, 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 value of the
Fund's average daily net assets and is payable monthly. The Agreement provides
that if in any full fiscal year the aggregate expenses of the Fund, exclusive
of taxes, brokerage, interest on borrowings and extraordinary expenses, exceed
the expense limitation of any state having jurisdiction

<PAGE>
Dreyfus Worldwide Dollar Money Market Fund, Inc.
- -----------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

over the Fund, the Fund may deduct from payments to be made to the Manager, or
the Manager will bear the amount of such excess to the extent required by state
law. The most stringent state expense limitation applicable to the Fund
presently requires reimbursement of expenses in any full 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.  The Manager has undertaken from June 1,
1996 through October 31, 1997, to reduce the management fee paid by the Fund,
to the extent that the Fund's aggregate expenses (exclusive of certain expenses
as decribed above) exceed an annual rate of .75 of 1% of the value of the
Fund's average daily net assets. The reduction in management fee, pursuant to
the undertaking, amounted to $1,062,418 during the period ended October 31,
1996.

  (b) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, 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.
During the period ended October 31, 1996, the Fund was charged an aggregate of
$3,098,132 pursuant to the Shareholder Services Plan.

  Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc., a
wholly-owned subsidiary of the Manager, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. Such compensation amounted to $2,121,925 during the period ended October
31, 1996.

  (c) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $4,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.


<PAGE>
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, 1996, 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, 1996 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, 1996, 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

New York, New York
December 2, 1996




               DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.


                           PART C. OTHER INFORMATION
                           _________________________


Item 24.   Financial Statements and Exhibits. - List
_______    _________________________________________

     (a)   Financial Statements:

                Included in Part A of the Registration Statement
   

                Condensed Financial Information for the period from February
                23, 1989 (commencement of operations) to October 31, 1989 and
                for each of the 7 years in the period ended October 31, 1996.
    

                Included in Part B of the Registration Statement:
   

                     Statement of Investments-- October 31, 1996
    
   

                     Statement of Assets and Liabilities-- October 31, 1996
    
   

                     Statement of Operations--year ended October 31, 1996
    
   

                     Statement of Changes in Net Assets--for each of the two
                     years ended October 31, 1996
    

                     Notes to Financial Statements
   

                     Report of Ernst & Young LLP, Independent Auditors, dated
                     December 2, 1996
    






All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.


Item 24.   Financial Statements and Exhibits. - List (continued)
_______    _____________________________________________________

  (b)      Exhibits:

  (1)      Registrant's Articles of Incorporation and Articles of Amendment
           are incorporated by reference to Exhibit (1) of Pre-Effective
           Amendment No. 11 to the Registration Statement on Form N-1A, filed
           on February 28, 1995.

  (2)      Registrant's By-Laws, as amended, are incorporated by reference to
           Exhibit (2) of Post-Effective Amendment No. 11 to the Registration
           Statement on Form N-1A, filed on February 28, 1995.

  (4)      Specimen certificate for the Registrant's securities is
           incorporated by reference to Exhibit (4) of Pre-Effective
           Amendment No. 1 to the Registration Statement on Form N-1A, filed
           on February 15, 1989.

  (5)      Management Agreement is incorporated by reference to Exhibit (5)
           of Post-Effective Amendment No. 11 to the Registration Statement
           on Form N-1A, filed on February 28, 1996.

  (6)(a)   Distribution Agreement is incorporated by reference to Exhibit
           (6)(a) of Post-Effective Amendment No. 11 to the Registration
           Statement on Form N-1A, filed on February 28, 1995.

  (6)(b)   Forms of Service Agreement are incorporated by reference to
           Exhibit 6(b) and (6)(c) of Post-Effective Amendment No. 11 to the
           Registration Statement on Form N-1A, filed on February 28, 1995.

  (8)(a)   Amended and Restated Custody Agreement is incorporated by
           reference to Exhibit 8(a) of Post-Effective Amendment No. 11 to
           the Registration Statement on Form N-1A, filed on February 28,
           1995.
   

  (9)      Model Retirement Plan is incorporated by reference to Exhibit (9)
           of Post-Effective Amendment No. 13 to the Registration Statement
           on From N-1A, filed on January 31, 1996.
    
   

  (10)     Opinion and consent of Registrant's counsel is incorporated by
           reference to Exhibit (10) of Post-Effective Amendment No. 13 to
           the Registration Statement on From N-1A, filed on January 31,
           1996.
    

  (11)     Consent of Independent Auditors.

  (16)     Schedules of Computation of Performance Data are incorporated by
           reference to Exhibit (16) of Post-Effective Amendment No. 10 to
           the Registration Statement on Form N-1A, filed on December 21,
           1993.

  (17)     Financial Data Schedule.



Item 24.   Financial Statements and Exhibits. - List (continued)
_______    _____________________________________________________

           Other Exhibits
           ______________

                (a)  Powers of Attorney of the Directors and officers are
                     incorporated by reference to Other Exhibits (a) of Post-
                     Effective Amendment Nos. 11 and 12 to the Registration
                     Statement on Form N-1A, filed on February 28, 1995 and
                     June 23, 1995, respectively .

                (b)  Certificate of Secretary is incorporated by reference to
                     Other Exhibits (b) of Post-Effective Amendment No. 11 to
                     the Registration Statement on Form N-1A, filed on
                     February 28, 1995.

Item 25.   Persons Controlled by or under Common Control with Registrant.
_______    ______________________________________________________________

           Not Applicable

Item 26.   Number of Holders of Securities.
_______    ________________________________
   

            (1)                              (2)

                                                Number of Record
         Title of Class                  Holders as of February 19, 1997
         ______________                  _____________________________

         Common Stock
         (Par value $.001)                   122,019
    

Item 27.    Indemnification
_______     _______________

         The Statement as to the general effect of any contract,
         arrangements or statute under which a Board member, officer,
         underwriter or affiliated person of the Registrant is insured or
         indemnified in any manner against any liability which may be
         incurred in such capacity, other than insurance provided by any
         Board member, officer, affiliated person or underwriter for their
         own protection, is incorporated by reference to Item 4 of Part II
         of  Pre-Effective Amendment No. 1 to the Registration Statement on
         Form N-1A, filed on February 15, 1989.

         Reference is also made to the Distribution Agreement attached as
         Exhibit (6) of Post-Effective Amendment No. 11 to the Registration
         Statement on Form N-1A, filed on February 28, 1995.

Item 28.    Business and Other Connections of Investment Adviser.
_______     ____________________________________________________

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

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

          Officers and Directors of Investment Adviser
          ____________________________________________

   

Name and Position
with Dreyfus                Other Businesses
_________________           ________________

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

BURTON C. BORGELT           Chairman Emeritus of the Board and
Director                    Past Chairman, Chief Executive Officer and
                            Director:
                                 Dentsply International, Inc.
                                 570 West College Avenue
                                 York, Pennsylvania 17405
                            Director:
                                 DeVlieg-Bullard, Inc.
                                 1 Gorham Island
                                 Westport, Connecticut 06880
                                 Mellon Bank Corporation***;
                                 Mellon Bank, N.A.***
    
   

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

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

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

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

LAWRENCE S. KASH            Chairman, President and Chief
Vice Chairman-Distribution  Executive Officer:
and a Director                   The Boston Company Advisors, Inc.
                                 53 State Street
                                 Exchange Place
                                 Boston, Massachusetts 02109
                            Executive Vice President and Director:
                                 Dreyfus Service Organization, Inc.**;
                            Director:
                                 Dreyfus America Fund
                                 The Dreyfus Consumer Credit Corporation*;
                                 The Dreyfus Trust Company++;
                                 Dreyfus Service Corporation*;
                            President:
                                 The Boston Company****;
                                 Laurel Capital Advisors***;
                                 Boston Group Holdings, Inc.;
                            Executive Vice President:
                                 Mellon Bank, N.A.***;
                                 Boston Safe Deposit and Trust
                                 Company****;
    
   

WILLIAM T. SANDALLS, JR.    Director:
Senior Vice President and   Dreyfus Partnership Management, Inc.*;
Chief Financial Officer     Seven Six Seven Agency, Inc.*;
                            President and Director:
                                 Lion Management, Inc.*;
                            Executive Vice President and Director:
                                 Dreyfus Service Organization, Inc.*;
                            Vice President, Chief Financial Officer and
                            Director:
                                 Dreyfus Acquisition Corporation*;
                                 Dreyfus America Fund
                            Vice President and Director:
                                 The Dreyfus Consumer Credit Corporation*;
                                 The Truepenny Corporation*;
                            Treasurer, Financial Officer and Director:
                                 The Dreyfus Trust Company++;
                            Treasurer and Director:
                                 Dreyfus Management, Inc.*;
                                 Dreyfus Personal Management, Inc.*;
                                 Dreyfus Service Corporation*;
                                 Major Trading Corporation*;
                            Formerly, President and Director:
                                 Sandalls & Co., Inc.
    
   

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

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

PATRICE M. KOZLOWSKI        None
Vice President-
Corporate Communications
    
   

MARY BETH LEIBIG            None
Vice President-
Human Resources
    
   

JEFFREY N. NACHMAN          President and Director:
Vice President-Mutual Fund       Dreyfus Transfer, Inc.
Accounting                       One American Express Plaza
                                 Providence, Rhode Island 02903
    
   

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

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

    






______________________________________
   

*       The address of the business so indicated is 200 Park Avenue, New
        York, New York 10166.
**      The address of the business so indicated is 131 Second Street, Lewes,
        Delaware 19958.
***     The address of the business so indicated is One Mellon Bank Center,
        Pittsburgh, Pennsylvania 15258.
****    The address of the business so indicated is One Boston Place, Boston,
        Massachusetts 02108.
+       The address of the business so indicated is Atrium Building, 80 Route
        4 East, Paramus, New Jersey 07652.
++      The address of the business so indicated is 144 Glenn Curtiss
        Boulevard, Uniondale, New York 11556-0144.

    


Item 29.  Principal Underwriters
________  ______________________
   

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

           1)  Comstock Partners Funds, Inc.
           2)  Dreyfus A Bonds Plus, Inc.
           3)  Dreyfus Appreciation Fund, Inc.
           4)  Dreyfus Asset Allocation Fund, Inc.
           5)  Dreyfus Balanced Fund, Inc.
           6)  Dreyfus BASIC GNMA Fund
           7)  Dreyfus BASIC Money Market Fund, Inc.
           8)  Dreyfus BASIC Municipal Fund, Inc.
           9)  Dreyfus BASIC U.S. Government Money Market Fund
          10)  Dreyfus California Intermediate Municipal Bond Fund
          11)  Dreyfus California Tax Exempt Bond Fund, Inc.
          12)  Dreyfus California Tax Exempt Money Market Fund
          13)  Dreyfus Cash Management
          14)  Dreyfus Cash Management Plus, Inc.
          15)  Dreyfus Connecticut Intermediate Municipal Bond Fund
          16)  Dreyfus Connecticut Municipal Money Market Fund, Inc.
          17)  Dreyfus Florida Intermediate Municipal Bond Fund
          18)  Dreyfus Florida Municipal Money Market Fund
          19)  The Dreyfus Fund Incorporated
          20)  Dreyfus Global Bond Fund, Inc.
          21)  Dreyfus Global Growth Fund
          22)  Dreyfus GNMA Fund, Inc.
          23)  Dreyfus Government Cash Management
          24)  Dreyfus Growth and Income Fund, Inc.
          25)  Dreyfus Growth and Value Funds, Inc.
          26)  Dreyfus Growth Opportunity Fund, Inc.
          27)  Dreyfus Income Funds
          28)  Dreyfus Institutional Money Market Fund
          29)  Dreyfus Institutional Short Term Treasury Fund
          30)  Dreyfus Insured Municipal Bond Fund, Inc.
          31)  Dreyfus Intermediate Municipal Bond Fund, Inc.
          32)  Dreyfus International Funds, Inc.
          33)  Dreyfus Investment Grade Bond Funds, Inc.
          34)  The Dreyfus/Laurel Funds, Inc.
          35)  The Dreyfus/Laurel Funds Trust
          36)  The Dreyfus/Laurel Tax-Free Municipal Funds
          37)  Dreyfus LifeTime Portfolios, Inc.
          38)  Dreyfus Liquid Assets, Inc.
          39)  Dreyfus Massachusetts Intermediate Municipal Bond Fund
          40)  Dreyfus Massachusetts Municipal Money Market Fund
          41)  Dreyfus Massachusetts Tax Exempt Bond Fund
          42)  Dreyfus MidCap Index Fund
          43)  Dreyfus Money Market Instruments, Inc.
          44)  Dreyfus Municipal Bond Fund, Inc.
          45)  Dreyfus Municipal Cash Management Plus
          46)  Dreyfus Municipal Money Market Fund, Inc.
          47)  Dreyfus New Jersey Intermediate Municipal Bond Fund
          48)  Dreyfus New Jersey Municipal Bond Fund, Inc.
          49)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
          50)  Dreyfus New Leaders Fund, Inc.
          51)  Dreyfus New York Insured Tax Exempt Bond Fund
          52)  Dreyfus New York Municipal Cash Management
          53)  Dreyfus New York Tax Exempt Bond Fund, Inc.
          54)  Dreyfus New York Tax Exempt Intermediate Bond Fund
          55)  Dreyfus New York Tax Exempt Money Market Fund
          56)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
          57)  Dreyfus 100% U.S. Treasury Long Term Fund
          58)  Dreyfus 100% U.S. Treasury Money Market Fund
          59)  Dreyfus 100% U.S. Treasury Short Term Fund
          60)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
          61)  Dreyfus Pennsylvania Municipal Money Market Fund
          62)  Dreyfus S&P 500 Index Fund
          63)  Dreyfus Short-Intermediate Government Fund
          64)  Dreyfus Short-Intermediate Municipal Bond Fund
          65)  The Dreyfus Socially Responsible Growth Fund, Inc.
          66)  Dreyfus Stock Index Fund, Inc.
          67)  Dreyfus Tax Exempt Cash Management
          68)  The Dreyfus Third Century Fund, Inc.
          69)  Dreyfus Treasury Cash Management
          70)  Dreyfus Treasury Prime Cash Management
          71)  Dreyfus Variable Investment Fund
          72)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
          73)  General California Municipal Bond Fund, Inc.
          74)  General California Municipal Money Market Fund
          75)  General Government Securities Money Market Fund, Inc.
          76)  General Money Market Fund, Inc.
          77)  General Municipal Bond Fund, Inc.
          78)  General Municipal Money Market Fund, Inc.
          79)  General New York Municipal Bond Fund, Inc.
          80)  General New York Municipal Money Market Fund
          81)  Premier Insured Municipal Bond Fund
          82)  Premier California Municipal Bond Fund
          83)  Premier Equity Funds, Inc.
          84)  Premier Global Investing, Inc.
          85)  Premier GNMA Fund
          86)  Premier Growth Fund, Inc.
          87)  Premier Municipal Bond Fund
          88)  Premier New York Municipal Bond Fund
          89)  Premier State Municipal Bond Fund
          90)  Premier Strategic Growth Fund
          91)  Premier Value Fund

    


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

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

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

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

Roy M. Moura+             First Vice President               None
    
   

Dale F. Lampe+            Vice President                     None
    
   

Mary A. Nelson+           Vice President                     Vice President
                                                             and Assistant
                                                             Treasurer
    
   

Paul Prescott+            Vice President                     None
    
   

Elizabeth A. Keeley++     Assistant Vice President           Vice President
                                                             and Assistant
                                                             Secretary
    
   

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

John W. Gomez+            Director                           None
    
   

William J. Nutt+          Director                           None


    


________________________________
 +  Principal business address is One Exchange Place, Boston, Massachusetts
    02109.
++  Principal business address is 200 Park Avenue, New York, New York 10166.


   

Item 30.   Location of Accounts and Records
           ________________________________
    
   

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

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

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

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

Item 31.   Management Services
_______    ___________________
    
   

           Not Applicable
    
   

Item 32.   Undertakings
________   ____________
    
   

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


                             SIGNATURES
   

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 27th day of February, 1997.
    

               DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.

            BY:     /s/Marie E. Connolly*
               __________________________________________
               Marie E. Connolly, PRESIDENT

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

        Signatures                   Title                        Date
__________________________    _______________________________    ________
   

/s/Marie E. Connolly*         President and Treasurer (Principal 02/27/97
__________________________    Executive, Financial and
Marie E. Connolly             Accounting Officer)
    
   

/s/Joseph S. DiMartino*       Chairman of the Board              02/27/97
__________________________
Joseph S. DiMartino
    
   

/s/Lucy Wilson Benson*        Board Member                       02/27/97
__________________________
Lucy Wilson Benson
    
   

/s/David W. Burke*            Board Member                       02/27/97
__________________________
David W. Burke
    
   

/s/Martin D. Fife*            Board Member                       02/27/97
__________________________
Martin D. Fife
    
   

/s/Whitney I. Gerard*         Board Member                       02/27/97
__________________________
Whitney I. Gerard
    
   

/s/Robert R. Glauber*         Board Member                       02/27/97
__________________________
Robert R. Glauber
    
   

/s/Arthur A. Hartman*         Board Member                       02/27/97
__________________________
Arthur A. Hartman
    
   

/s/George L. Perry*           Board Member                       02/27/97
__________________________
George L. Perry
    


*BY: ________________________
     Elizabeth Keeley,
     Attorney-in-Fact







                              EXHIBIT INDEX


Exhibits

          (11)      Consent of Independent Auditors

          (17)      Financial Data Schedule



















                    CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our
report dated December 2, 1996, in this Registration Statement (Form
N-1A No. 33-26830) of Dreyfus Worldwide Dollar Money Market Fund, Inc.



                                               ERNST & YOUNG LLP

New York, New York
February 26, 1997







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