DREYFUS MIDCAP INDEX FUND, 485APOS, 1997-04-30

DREYFUS MIDCAP INDEX FUND
485APOS, 1997-04-30

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Securities Act File No. 33-41078
Investment Company Act File No. 811-6325
=============================================================================
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. 8 /x/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

Amendment No. 8 /x/

(Check appropriate box or boxes)

PEOPLES S&P MIDCAP INDEX FUND, INC. (d/b/a Dreyfus MidCap Index Fund)
(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)

copy to:

Lewis G. Cole, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

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

____ immediately upon filing pursuant to paragraph (b)

____ on (date) pursuant to paragraph (b)

____ 60 days after filing pursuant to paragraph (a)(i)

X on June 30, 1997 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 its shares of 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 its fiscal year ended
October 31, 1996 was filed on December 30, 1996.

<PAGE>
PEOPLES S&P MIDCAP INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)

Items in
Part A of
Form N-1A Caption Page

1 Cover Cover Page
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 4,14
5 Management of the Fund 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 14
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 10
9 Pending Legal Proceedings *

Items in
Part B of
Form N-1A

10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History B-24
13 Investment Objectives and Policies B-2
14 Management of the Fund B-9
15 Control Persons and Principal Holders
of Securities B-14
16 Investment Advisory and Other Services B-14
17 Brokerage Allocation B-23
18 Capital Stock and Other Securities B-24

PEOPLES S&P MIDCAP INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)

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

19 Purchase, Redemption and Pricing of
Securities Being Offered B-18
20 Tax Status B-21
21 Underwriters B-18
22 Calculations of Performance Data B-23
23 Financial Statements B-27

Items in
Part C of
Form N-1A

24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common
Control with Registrant C-4
26 Number of Holders of Securities C-4
27 Indemnification C-5
28 Business and Other Connections of
Investment Adviser C-6
29 Principal Underwriters C-12
30 Location of Accounts and Records C-15
31 Management Services C-15
32 Undertakings C-15
- ---------
*Omitted since answer is negative or inapplicable.
<PAGE>

COMBINED PROSPECTUS JUNE 30, 1997
DREYFUS INDEX FUNDS
DREYFUS S&P 500 INDEX FUND
DREYFUS MIDCAP INDEX FUND
DREYFUS SMALL CAP STOCK FUND
DREYFUS INTERNATIONAL STOCK FUND

Dreyfus Index Funds are open-end, management investment companies, known as
mutual funds. Through this Prospectus, you may invest in any of four separate
non-diversified funds (each, a "Fund" and, collectively, the "Funds"). Each Fund
seeks to match, as closely as possible, the performance of a different stock
market benchmark or index:

DREYFUS S&P 500 INDEX FUND seeks to provide investment results that
correspond to the price and yield performance of publicly-traded common
stocks in the aggregate, as represented by the Standard & Poor's 500
Composite Stock Price Index.

DREYFUS MIDCAP INDEX FUND seeks to provide investment results that
correspond to the price and yield performance of publicly-traded common
stocks of medium-size domestic companies in the aggregate, as represented
by the Standard & Poor's MidCap 400 Index.

DREYFUS SMALL CAP STOCK FUND seeks to provide investment results that
correspond to the total return performance of predominantly small
capitalization common stocks in the aggregate, as represented by the
Russell 2000Registration Mark Index.

DREYFUS INTERNATIONAL STOCK FUND seeks to provide investment results that
correspond to the net dividend, total return performance of equity
securities of international issuers in the aggregate, as represented by the
Morgan Stanley Capital International Europe, Australia, Far East (Free)
Registration Mark Index.

The Dreyfus Corporation professionally manages each Fund's portfolio.

In some cases, shareholders who redeem shares within six months of
the opening of their account will be charged a 1% redemption fee which will be
deducted from redemption proceeds.
----------------------------------

This Prospectus sets forth concisely information about the Funds that you
should know before investing. It should be read and retained for future
reference.

The Statement of Additional Information, dated June 30, 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 Funds. For a free copy of the Statement of Additional
Information, write to the Funds at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or call 1-800-645-6561. When telephoning ask for Operator
144.
----------------------------------

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. The net
asset value of funds of this type will fluctuate from time to time.

TABLE OF CONTENTS
PAGE
Fee Table..............................................................
Condensed Financial Information........................................
Description of the Funds...............................................
Management of the Funds................................................
How to Buy Shares......................................................
How to Redeem Shares...................................................
Shareholder Services...................................................
Shareholder Services Plan..............................................
Dividends, Distributions and Taxes.....................................
Performance Information................................................
General Information....................................................
Appendix...............................................................

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.

<TABLE>
<CAPTION>
FEE TABLE

Dreyfus Dreyfus Dreyfus Dreyfus
S&P 500 MidCap Small Cap International

Index Fund Index Fund Stock Fund Stock Fund
<S> <C> <C> <C> <C>

SHAREHOLDER TRANSACTION EXPENSES
Redemption Fees (as percentage of amount redeemed) 1.00% 1.00% 1.00% 1.00%
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees................................... .25% .25% .25% .35%
Other Expenses.................................... .25% .25% .25% .25%
Total Fund Operating Expenses .50% .50% .50% .60%
EXAMPLE
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:
DREYFUS DREYFUS DREYFUS DREYFUS
S&P 500 MIDCAP SMALL CAP INTERNATIONAL
INDEX FUND INDEX FUND Stock Fund Stock Fund

1 YEAR..... $ 5 $ 5 $ 5 $6
3 YEARS.... $16 $16 $16 $
5 YEARS.... $28 $28 $28 $
10 YEARS.... $63 $63 $63 $

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, A FUND'
ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS
THAN 5%.
</TABLE>

The purpose of the foregoing table is to assist you in understanding the
costs and expenses borne by each Fund and investors, the payment of which will
reduce investors' annual return. The redemption fee is charged upon certain
redemptions of Fund shares occurring within six months of the opening of an
account and is retained by the Fund. Effective as of _______________, 1997.The
Dreyfus Corporation has agreed to pay all of the Funds' expenses, except
management fees, brokerage commissions, taxes, interest, fees and expenses of
non-interested Board members, fees and expenses of independent counsel to the
Fund and to the non-interested Board members, Shareholder Services Plan fees,
and extraordinary expenses. The Dreyfus Corporation also has agreed to reduce
its management fee in an amount equal to the Fund's allocable portion of the
accrued fees and expenses of non-interested Board members and fees and expenses
of independent counsel to the Fund and to the non-interested Board members.
Annual Fund Operating Expenses noted above for Dreyfus S&P 500 Index Fund and
Dreyfus MidCap Index Fund have been restated to reflect The Dreyfus
Corporation's agreement to pay such Fund expenses. Certain Service Agents (as
defined below) may charge their clients direct fees for effecting transactions
in Fund shares; such fees are not reflected in the foregoing table. See
"Management of the Funds," "How to Buy Shares, "How to Redeem Shares" and
"Shareholder Services Plan."

CONDENSED FINANCIAL INFORMATION

The information in the following tables has been audited by the indicated
Fund's independent auditors, whose reports thereon appear in the Statement of
Additional Information. Further financial data and related notes for Dreyfus S&P
500 Index Fund and Dreyfus MidCap Index Fund are included in the Statement of
Additional Information, available upon request. No financial information is
provided for Dreyfus Small Cap Stock Fund or Dreyfus International Stock Fund
which had not commenced operations as of the date of the financial statements.

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 Dreyfus S&P 500 Index Fund for each year
indicated. This information has been derived from Dreyfus S&P 500 Index Fund's
financial statements prepared by ________________________, the Fund's
independent accountants.

Year Ended October 31,
<S> <C> <C> <C> <C> <C> <C> <C>

PER SHARE DATA: 1990(1) 1991 1992 1993 1994 1995 1996
Net asset value, beginning of year............ $12.50 $10.86 $14.16 $15.16 $16.88 $16.41 $18.38
----- ----- ----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net......................... .17 .34 .41 .30 .39 .36 .33
Net realized and unrealized gain (loss) on
investments................................... (1.81) 3.18 .97 1.86 .11 3.36 3.89
TOTAL FROM INVESTMENT OPERATIONS................ (1.64) 3.52 1.38 2.16 .50 3.72 (4.22)
DISTRIBUTIONS:
Dividends from investment income-net.......... - (.22) (.38) (.40) (.31) (.42) (.32)
Dividends fron net realized gain on
investments................................. - - - (.04) (.66) (1.33) (.22)
TOTAL DISTRIBUTIONS............................. ____ (.22) (.38) (.44) (.97) (1.75) (.54)
Net asset value, end of year.................. $10.86 $14.16 $15.16 $16.88 $16.41 $18.38 $22.06
TOTAL INVESTMENT RETURN......................... (13.12%)(2) 32.85% 9.90% 14.49% 3.14% 25.68% 23.41%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets....... - - - .39% .61% .55% .57%
Ratio of net investment income to average
net assets.................................. 3.46%(2) 3.45% 3.04% 2.36% 2.26% 2.75% 1.90%
Decrease reflected in above expense ratios
due to undertakings......................... 1.42%(2) .78% .65% .14% .03% -- --
Decrease reflected in above expense ratios
due to redemption fee....................... .08%(2) .10% - - - - --
Portfolio Turnover Rate....................... 1.21%(2) .69% 3.10% 3.77% 18.81% 3.66% 5.22%
Average Commission Rate Paid (3).............. - - - - - - $.0297
Net Assets, end of year (000's omitted)....... $29,266 $69,211 $92,598 $281,403 $245,202 $336,147 $591,631

- -----------------------
(1) From January 2, 1990 (commencement of operations) to October 31, 1990.
(2) Not annualized.
(3) For fiscal years beginning November 1, 1995, the Fund is required to
disclose its average commission rate to be paid per share for purchases
and sales of investment securities.

</TABLE>

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 Dreyfus MidCap Index Fund for each year indicated.
This information has been derived from Dreyfus MidCap Index Fund's financial
statements prepared by _________________, the Fund's independent auditors.

Year Ended October 31,

PER SHARE DATA: 1991(1) 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.50 $13.69 $15.02 $17.63 $17.14 $19.40

INVESTMENT OPERATIONS:
Investment income-net................................. .11 .17 .30 .26 .29 .28
Net realized and unrealized 1.08 1.29 2.83 .08 3.00 2.81
gain on investments...................................
TOTAL FROM INVESTMENT 1.19 1.46 3.13 .34 3.29 3.09
OPERATIONS............................................
DISTRIBUTIONS:
Dividends from investment - (.08) (.27) (.27) (.28) (.30)
income-net............................................
Dividends fron net realized (.56) (.75) (.87)
gain on investments................................... - (.05) (.25)
TOTAL DISTRIBUTIONS................................... (.83) (1.03) (1.17)
---
- (.13) (.52)
---
Net asset value, end of year.......................... $13.69 $15.02 $17.63 $17.14 $19.40 $21.32
======
TOTAL INVESTMENT RETURN............................... 9.52%(2) 10.69% 21.22% 1.89% 20.78% 16.65%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average - - .09% .40% .50% .50%
net assets............................................
Ratio of net investment .87%(2) 2.22% 1.97% 1.68% 1.80% 1.49%
income to average net assets..........................
Decrease reflected in above 1.19%(2) 1.17% .77% .43% .35% .17%
expense ratios due to
undertakings..........................................
Portfolio Turnover Rate............................... 2.18%(2) 16.31% 16.80% 19.81% 20.46% 14.66%
Average Commission Rate Paid - - - - - $.0338
(3)...................................................
Net Assets, end of year $5,436 $45,989 $65,690 $75,404 $122,982 $170,987
(000=s omitted).......................................

- -----------------------
(1) From June 19, 1991 (commencement of operations) to October 31, 1991.
(2) Not annualized.
(3) For fiscal years beginning November 1, 1995, the Fund is required to disclose its average commission rate to be paid per
share for purchases and sales of investment securities.
</TABLE>

Further information about the performance of Dreyfus S&P 500 Index Fund and
Dreyfus MidCap Index Fund is contained in the relevant Fund's annual report,
which may be obtained without charge by writing to the address or calling the
number set forth on the cover page of this Prospectus.

DESCRIPTION OF THE FUNDS

INVESTMENT OBJECTIVE

Each Fund's investment objective is to match, as closely as possible, the
performance of a specific stock market index, as set forth on the cover page of
this Prospectus. The differences in the respective stock market indexes and
management policies of the Funds determine the types of portfolio securities in
which each Fund invests and can be expected to affect the degree of risk to
which each Fund is subject and each Fund's return. Each Fund's investment
objective 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
such Fund's outstanding voting shares. There can be no assurance that each
Fund's investment objective will be achieved.

MANAGEMENT POLICIES

Each Fund seeks to match the investment results of its respective Index, as
set forth below:

DREYFUS S&P 500 INDEX FUND seeks to match the investment results of
the Standard & Poor's 500 Composite Stock Price Index* (the "S&P 500
Index"), which is composed of 500 selected common stocks, most of
which are listed on the New York Stock Exchange. Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., chooses the stocks to be
included in the S&P 500 Index solely on a statistical basis. The
weightings of stocks in the S&P 500 Index are based on each stock's
relative total market capitalization; that is, its market price per
share times the number of shares outstanding. Because of this
weighting, as of [November 29, 1996, 46.3%] of the S&P 500 Index was
composed of the 50 largest companies. The Dreyfus Corporation will
select stocks for the Fund's portfolio in order of their weightings in
the S&P 500 Index beginning with the heaviest weighted stocks. The Fund
attempts to be fully invested at all times in the stocks that comprise
the S&P 500 Index and stock index futures as described below and, in
any event, at least 80% of the Fund's net assets will be so invested.
With respect to the Fund's assets invested in the stocks in the S&P 500
Index, the percentage of such assets invested in each stock is expected
to be approximately the same as the percentage it represents in the S&P
500 Index.

DREYFUS MIDCAP INDEX FUND seeks to match the investment results of the
Standard & Poor's MidCap 400 Index**(the "S&P 400 Index"), which is
composed of 400 selected common stocks of medium-size domestic
companies, which may include some Canadian issuers, with market
capitalizations ranging generally between $56 million and $9.6
billion. The median market capitalization of the stocks in the S&P 400
Index is approximately $1.1 billion. Standard & Poor's chooses the
stocks to be included in the S&P 400 Index on the basis of market
size, liquidity and industry group representation. The weightings of
stocks in the S&P 400 Index are based on each stock's relative total
market capitalization. Because of this weighting, as of [November 29,
1996, 31%] of the S&P 400 Index was composed of the 50 largest
companies. Of the companies, approximately 73% are listed on the New
York Stock Exchange, 25% are quoted on the National Association of
Securities Dealers Automated Quotation System and 2% are listed on the
American Stock Exchange. The Dreyfus Corporation will select stocks
for the Fund's portfolio in order of their weightings in the S&P 400
Index beginning with the heaviest weighted stocks. The Fund attempts
to be fully invested at all times in the stocks that comprise the S&P
400 Index and stock index futures as described below and, in any
event, at least 80% of the Fund's net assets will be so invested. With
respect to the Fund's assets invested in the stocks in the S&P 400
Index, the percentage of such assets invested in each stock is
expected to be approximately the same as the percentage it represents
in the S&P 400 Index. Since some of the stocks that comprise the S&P
400 Index may be thinly traded, comparatively small investments could
cause relatively volatile price fluctuations.

DREYFUS SMALL CAP STOCK FUND seeks to match the investment results of
the Russell 2000Registration Mark Index,*** which is composed of 2,000
common stocks of U.S. companies with market capitalizations ranging
between [$23 million and $2.23 billion as of September 30, 1996]. The
Fund will invest in a sample of the stocks in the Russell
2000Registration Mark Index, rather than attempt to replicate the
Index, and expects, ordinarily, to invest in appoximately 800 to
1,200 of these stocks. The Dreyfus Corporation will select stocks for
the Fund's portfolio based primarily on market capitalization,
industry weightings and other benchmark characteristics.

DREYFUS INTERNATIONAL STOCK FUND seeks to match the investment results
of the Morgan Stanley Capital International Europe, Australia, Far East
(Free)Registration Mark Index ("EAFE Index"), a broadly diversified
international index composed of the equity securities of approximately
1,000 companies located outside the United States. The weightings of
stocks in the EAFE Index are based on each stock's relative total
market capitalization. Because of this weighting, as of [December 31,
1996, approximately 32%] of the EAFE Index was composed of equity
securities of Japanese issuers. The Fund will invest in a sample of the
stocks in the EAFE Index, rather than attempt to replicate the Index,
and expects, ordinarily, to invest in approximately 550 or more of
these stocks. The Dreyfus Corporation will select stocks for the Fund's
portfolio based primarily on country, market capitalization, industry
weightings and other benchmark characteristics. The Fund may enter into
foreign currency forward and foreign currency futures contracts to
maintain the approximate currency exposure of the EAFE Index. See
"Appendix -- Investment Techniques."

Each Fund is managed by determining which stocks are to be purchased or sold
to match, to the extent feasible, the investment characteristics of its
respective benchmark Index. Under normal market conditions, at least 80% of the
value of a Fund's total assets will be invested in the stocks that comprise such
Fund's Index. Each Fund will attempt to achieve a correlation between the
performance of its portfolio and that of the Fund's Index, in both rising and
falling markets, of at least 0.95, without taking into account expenses. A
correlation of 1.00 would indicate perfect correlation, which would be achieved
when the Fund's net asset value, including the value of its dividends and
capital gain distributions, increases or decreases in exact proportion to
changes in its Index. Each Fund's ability to correlate its performance with that
of its Index, however, may be affected by, among other things, changes in
securities markets, the manner in which the total return of the Fund's benchmark
Index is calculated, the size of the Fund's portfolio, the amount of cash or
cash equivalents held in the Fund's portfolio, and the timing, frequency and
size of shareholder purchases and redemptions. Each Fund will use cash flows
from shareholder purchase and redemption activity to maintain, to the extent
feasible, the similarity of its portfolio to the securities comprising the
Fund's benchmark Index. Inclusion of a security in an Index in no way implies an
opinion by the sponsor of the Index as to its attractiveness as an investment.
In the future, subject to the approval of the relevant Fund's shareholders, a
Fund may select a different index if such a standard of comparison is deemed to
be more representative of the performance of the securities such Fund seeks to
match. None of the Funds is sponsored, endorsed, sold or promoted by the sponsor
of its respective Index.

Dreyfus Small Cap Stock Fund and Dreyfus International Stock Fund will not
hold all of the issues that comprise their respective Index because of the costs
involved and the illiquidity of certain of the securities which comprise such
Index. Instead, each of these Funds will attempt to hold a representative sample
of the securities in its respective Index so that, in the aggregate, the
investment characteristics of the Fund's portfolio resemble those of its Index.
The sample of stocks to be included in each of these Funds' portfolio will be
selected using a statistical process known as "sampling." This process will be
used to select stocks so that the market capitalizations, industry weightings,
dividend yield, beta and, with respect to Dreyfus International Stock Fund only,
country weightings closely approximate those of the relevant Index. The sampling
techniques utilized by Dreyfus Small Cap Stock Fund and Dreyfus International
Stock Fund are expected to be an effective means of substantially duplicating
the investment performance of the respective Index; however, neither of these
Funds is expected to track its benchmark Index with the same degree of accuracy
that complete replication of such Index would have provided. Over time, the
portfolio composition of these Funds will be altered (or "rebalanced") to
reflect changes in the characteristics of the respective Index.

From time to time to increase its income, each Fund may lend securities from
its portfolio. See "Appendix -- Investment Techniques." When a Fund has cash
reserves, the Fund may invest in money market instruments consisting of U.S.
Government securities, time deposits, certificates of deposit, bankers'
acceptances, high-grade commercial paper, and repurchase agreements. See the
Statement of Additional Information for a description of these instruments. Each
Fund also may purchase stock index futures in anticipation of taking a market
position when available cash balances do not permit an economically efficient
trade in the cash market. Each Fund also may sell stock index futures to
terminate existing positions it may have as a result of its purchases of stock
index futures. See also "Investment Considerations and Risks" and "Appendix --
Investment Techniques" below, and "Investment Objective and Management Policies"
in the Statement of Additional Information.

INVESTMENT CONSIDERATIONS AND RISKS

GENERAL -- Since each Fund will pursue different types of investments, the risks
of investing will vary depending on the Fund selected for investment. Before
selecting a Fund in which to invest, the investor should assess the risks
associated with the types of investments made by the Fund. Each Fund's net asset
value per share should be expected to fluctuate. Investors should consider each
Fund as a supplement to an overall investment program and should invest only if
they are willing to undertake the risks involved. See "Investment Objective and
Management Policies" in the Statement of Additional Information for a further
discussion of certain risks.

EQUITY SECURITIES -- Equity securities fluctuate in value, often based on
factors unrelated to the value of the issuer of the securities, and such
fluctuations can be pronounced. Changes in the value of the Fund's investments
will result in changes in the value of its shares and thus the Fund's total
return to investors.

SMALLER COMPANY SECURITIES -- (Dreyfus MidCap Index Fund and Dreyfus Small
Cap Stock Fund only) The securities of the smaller companies in which each of
these Funds will invest may be subject to more abrupt or erratic market
movements than larger, more established companies, because these securities
typically are traded in lower volume and the issuers typically are more subject
to changes in earnings and prospects.

FOREIGN SECURITIES -- (Dreyfus International Stock Fund and, to a limited
extent, Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund only) Foreign
securities markets generally are not as developed or efficient as those in the
United States. Securities of some foreign issuers are less liquid and more
volatile than securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in the United States
and, at times, volatility of price can be greater than in the United States.

Because evidences of ownership of such securities usually are held outside
the United States, the Fund will be subject to additional risks which include
possible adverse political and economic developments, seizure or nationalization
of foreign deposits and adoption of governmental restrictions which might
adversely affect or restrict the payment of principal and interest on the
foreign securities to investors located outside the country of the issuer,
whether from currency blockage or otherwise.

Developing countries have economic structures that are generally less diverse
and mature, and political systems that are less stable, than those of developed
countries. The markets of developing countries may be more volatile than the
markets of more mature economies; however, such markets may provide higher rates
of return to investors. Many developing countries have experienced substantial,
and in some periods extremely high, rates of inflation for many years. Inflation
and rapid fluctuations in inflation rates have had and may continue to have
adverse effects on the economies and securities markets of certain of these
countries.

Investors should realize that Japanese securities comprise a large percentage
of the EAFE Index. Therefore stocks of Japanese companies will represent a
correspondingly large component of Dreyfus International Stock Fund's investment
assets. Such a large investment in the Japanese stock market may entail a higher
degree of risk than with more diversified international portfolios, especially
considering that by fundamental measures of corporate valuation, such as its
high price-earnings ratios and low dividend yields, the Japanese market as a
whole may appear expensive relative to other world stock markets.

Since foreign securities often are purchased with and payable in currencies
of foreign countries, the value of these assets as measured in U.S. dollars may
be affected favorably or unfavorably by changes in currency rates and exchange
control regulations.

FOREIGN CURRENCY TRANSACTIONS -- (Dreyfus International Stock Fund only)
Currency exchange rates may fluctuate significantly over short periods of time.
They generally are determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in different countries,
actual or perceived changes in interest rates and other complex factors, as seen
from an international perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or central banks,
or the failure to intervene, or by currency controls or political developments
in the United States or abroad. See "Appendix--Investment Techniques--Foreign
Currency Transactions."

USE OF DERIVATIVES -- Each Fund may invest, to a limited extent, in
derivatives ("Derivatives"). These are financial instruments which derive their
performance, at least in part, from the performance of an underlying asset,
index or interest rate. The Derivatives the Funds may use include stock index
futures and, with respect to Dreyfus International Stock Fund, foreign currency
futures contracts. While Derivatives can be used effectively in furtherance of a
Fund's investment objective, under certain market conditions, they can increase
the volatility of the Fund's net asset value, decrease the liquidity of the
Fund's portfolio and make more difficult the accurate pricing of the Fund's
portfolio. See "Appendix -- Investment Techniques -- Use of Derivatives" below
and "Investment Objective and Management Policies -- Management Policies --
Derivatives" in the Statement of Additional Information.

NON-DIVERSIFIED STATUS -- The classification of each Fund as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of each Fund's assets may be invested in the securities of a limited
number of issuers, some of which may be within the same economic sector, the
Fund's portfolio may be more sensitive to changes in the market value of a
single issuer or industry. However, to meet Federal tax requirements, at the
close of each quarter the Fund may not have more than 25% of its total assets
invested in any one issuer and, with respect to 50% of total assets, not more
than 5% of its total assets invested in any one issuer. These limitations do not
apply to U.S. Government securities.

SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of the 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 a Fund or the price paid or received by
a Fund.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as each 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 _______, 1997, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for approximately __ million investor
accounts nationwide.

The Dreyfus Corporation supervises and assists in the overall management of
each Fund's affairs under a Management Agreement, subject to the authority of
the Board in accordance with applicable state law. The primary portfolio manager
for Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund and Dreyfus Small Cap
Stock Fund is Steven A. Falci. He has held that position since _____ 199_ with
respect to Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund, and since
the inception of Dreyfus SmallCap Stock Fund and has been employed by The
Dreyfus Corporation since ______________ 1997 and by Mellon Equity Associates,
an affiliate of The Dreyfus Corporation, since April 1994. For more than five
years prior thereto, he was a managing director for pension investments at NYNEX
Corporation. The primary portfolio manager for Dreyfus International Stock Fund
is Susan Ellison. She has held that position since the inception of the Fund and
has been employed by The Dreyfus Corporation since August 1996 and by Mellon
Capital Management Corporation, an affiliate of The Dreyfus Corporation, since
June 1988. The Dreyfus Corporation also provides research services for each Fund
and for other funds advised by The Dreyfus Corporation through a professional
staff of portfolio managers and securities analysts.

Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston
Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including The Dreyfus
Corporation, Mellon managed more than $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 trillion in assets, including approximately $57 billion in mutual
fund assets.

Under the terms of the relevant Management Agreement, The Dreyfus
Corporation receives a monthly fee at the annual rate of .25 of 1% of the value
of each of Dreyfus S&P 500 Index Fund's, Dreyfus MidCap Index Fund's and Dreyfus
Small Cap Stock Fund's average daily net assets, and .35 of 1% of the value of
Dreyfus International Stock Fund's average daily net assets. With respect to
each Fund, The Dreyfus Corporation has agreed to reduce its management fee in an
amount equal to the Fund's allocable portion of the accrued fees and expenses of
non-interested Board members and fees and expenses of independent counsel to the
Fund and to the non-interested Board members. For the period prior to January 1,
1997, including for the fiscal year ended October 31, 1996, The Dreyfus
Corporation received a monthly management fee at the annual rate of .295 of 1%
of the value of Dreyfus S&P 500 Index Fund's average daily net assets, and The
Dreyfus Corporation paid Mellon Equity Associates, pursuant to an index
management agreement terminated as of ______________, 1997, a monthly index
management fee at the annual rate of .095 of 1% of the value of Dreyfus S&P 500
Index Fund's average daily net assets. For the period prior to ________________,
1997, including the fiscal year ended October 31, 1996, Dreyfus MidCap Index
Fund agreed to pay The Dreyfus Corporation a monthly management fee at the
annual rate of .395 of 1% of the value of the Fund's average daily net assets,
and The Dreyfus Corporation agreed to pay Mellon Equity Associates, pursuant to
an index management agreement terminated as of ________________, 1997, a monthly
index management fee at the annual rate of .095 of 1% of the value of Dreyfus
MidCap Index Fund's average daily net assets. For the fiscal year ended October
31, 1996, Dreyfus MidCap Index Fund paid The Dreyfus Corporation a monthly
management fee at the effective annual rate of .23 of 1% of the value of the
Fund's average daily net assets, and The Dreyfus Corporation paid Mellon Equity
Associates a monthly index management fee at the effective annual rate of .05 of
1% of the value of Dreyfus MidCap Index Fund's average daily net assets pursuant
to undertakings in effect.

In allocating brokerage transactions, The Dreyfus Corporation seeks to
obtain the best execution of orders at the most favorable net price. Subject to
this determination, The Dreyfus Corporation may consider, among other things,
the receipt of research services and/or the sale of shares of a Fund or other
funds managed, advised or administered by The Dreyfus Corporation as factors in
the selection of broker-dealers to execute portfolio transactions for the Fund.
Brokerage transactions for a Fund may be conducted through Dreyfus Investment
Services Corporation, an affiliate of The Dreyfus Corporation, in accordance
with procedures adopted by the Board. See APortfolio Transactions@ in the
Statement of Additional Information.

The Dreyfus Corporation may pay the Funds' distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Funds. The Funds' distributor may
use part or all of such payments to pay Service Agents in respect of these
services.

The Dreyfus Corporation pays all of each Fund's expenses, except management
fees, brokerage commissions, taxes, interest, fees and expenses of
non-interested Board members, fees and expenses of independent counsel to the
Fund and to the non- interested Board members, Shareholder Services Plan fees
and extraordinary expenses. The imposition of the management fee, as well as
other operating expenses not borne by The Dreyfus Corporation, will have the
effect of reducing investors' return and will affect each Fund's ability to
track its benchmark Index exactly. From time to time, The Dreyfus Corporation
may waive receipt of its fees and/or voluntarily assume certain additional
expenses of a Fund, which would have the effect of lowering the expense ratio of
the Fund and increasing yield to investors. The Funds will not pay The Dreyfus
Corporation at a later time for any amounts it may waive, nor will the Funds
reimburse The Dreyfus Corporation for any amounts it may assume.

DISTRIBUTOR -- The Funds' 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 AGENT 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 Funds' Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). Boston Safe Deposit and Trust Company,
an indirect subsidiary of Mellon, One Boston Place, Boston, Massachusetts 02109,
is the custodian of the Funds' investments.

HOW TO BUY SHARES

Shares of each Fund 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 (collectively, "Service Agents"). Stock
certificates are issued only upon your written request. No certificates are
issued for fractional shares. Each 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 Service Agent which maintains an omnibus account in a Fund and has made an
aggregate minimum initial purchase for its customers of $2,500. Subsequent
investments must be at least $100. The initial investment must be accompanied by
the 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, members
of a 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 accounts, the
minimum initial investment is $50. Each Fund reserves the right to offer Fund
shares without regard to minimum purchase requirements to employees
participating in certain qualified or 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. Each Fund reserves the right to vary
further the initial and subsequent investment minimum requirements at any time.

You may purchase Fund shares by check or wire. Checks should be made
payable to "The Dreyfus Family of Funds" or, if for Dreyfus retirement plan
accounts, to "The Dreyfus Trust Company, Custodian" and should specify the Fund
in which you are investing. Payments which are mailed should be sent to Dreyfus
Index Funds, P.O. Box 6647, Providence, Rhode Island 02940-6647. If you are
opening a new account, please enclose your Account Application. For subsequent
investments, your Fund account number should appear on the check and an
investment slip should be enclosed. For Dreyfus retirement plan accounts,
payments which are mailed 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, together with the applicable Fund's
DDA # as shown below, for purchase of Fund shares in your name: DDA
#8900119527/Dreyfus S&P 500 Index Fund; DDA #8900052732/Dreyfus MidCap Index
Fund; DDA #__________/Dreyfus Small Cap Stock Fund; or DDA #_________/Dreyfus
International Stock Fund. 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. Each
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."

Fund shares are sold on a continuous basis at the net asset value per share
next determined after your order is received by the Transfer Agent or other
agent. If an order is received in proper form by the Transfer Agent by the close
of trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New
York time) on a given day, Fund shares will be purchased at the net asset value
determined as of such close of trading on that day. Otherwise, Fund shares will
be purchased at the net asset value determined as of the close of trading on the
floor of the New York Stock Exchange on the next business day. To permit each
Fund to invest your money as promptly as possible after receipt, thereby
maximizing the Fund's ability to track its Index, you are urged to transmit your
purchase order in proper form so that it may be received by the Transfer Agent
prior to 12:00 noon, New York time, on the day you want your purchase order to
be effective. Upon request, proceeds from the redemption of shares of other
funds in the Dreyfus Family of Funds by an employee benefit plan will be applied
to purchase Fund shares on the date of redemption, if the plan's recordkeeper
has entered into an appropriate agency agreement with the Fund and such other
funds.

Each Fund's net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange on each day the New York
Stock Exchange is open for business. For purposes of determining net asset value
per share, futures contracts will be valued 15 minutes after the close of
trading on the floor of the New York Stock Exchange. 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 its shares outstanding. Each
Fund's investments are valued based on market value, or where market quotations
are not readily available, based on fair value as determined in good faith by
the Fund's Board. For further information regarding the methods employed in
valuing each Fund's investments, 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 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 a 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").

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. To maximize the each Fund's ability to track its
Index, you are urged to transmit your redemption requests so that they may be
received by the Transfer Agent prior to 12:00 noon, New York time, on the day
you want your redemption request to be effective. Each Fund will deduct a
redemption fee equal to 1% of the net asset value of Fund shares redeemed where
the redemption occurs within the initial six-month period following the opening
of a Fund account. The fee will be retained by the Fund and used primarily to
offset portfolio transaction costs. It is expected that, as a result of this
fee, the Fund will be able to track its Index more closely. No redemption fee
will be charged upon the redemption of shares purchased through accounts that
are reflected on the records of the Transfer Agent as omnibus accounts approved
by Dreyfus Service Corporation or through accounts established by Service Agents
approved by Dreyfus Service Corporation that utilize the National Securities
Clearing Corporation's networking system. The redemption fee may be waived,
modified or discontinued and reintroduced at any time or from time to time.
Service Agents may charge their clients a fee for effecting redemptions of Fund
shares. Any 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 on the Fund's then-current net
asset value. Each Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent of a redemption request in
accordance with the procedures described below, except as provided by the rules
of the Securities and Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND
SHARES BY CHECK OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER7 AND SUBSEQUENTLY
SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR
PURCHASE CHECK OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO
EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUNDS WILL REJECT REQUESTS TO
REDEEM SHARES BY WIRE OR TELEPHONE FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER
RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK 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.

Each 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 Wire Redemption
Privilege or the Telephone Redemption Privilege. Each Fund makes available to
certain large institutions the ability to issue redemption instructions through
compatible computer facilities. Each 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. Each 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 the certificates have been issued, are not eligible for the
Wire Redemption or Telephone Redemption 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, you
authorize the Transfer Agent to act on telephone instructions from any person
representing himself or herself to be you, and reasonably believed by the
Transfer Agent to be genuine. Each 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 Funds 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
of Fund shares. In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption procedures may result
in your redemption request being processed at a later time than it would have
been if telephone redemption had been used. During the delay, the Fund's net
asset value may fluctuate.

REGULAR REDEMPTION -- Under the regular redemption procedure, you may
redeem shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
6647, Providence, Rhode Island 02940-6647, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. 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.

Your written redemption request may direct that the redemption proceeds be
used to purchase shares of other funds advised or administered by The Dreyfus
Corporation. The 1% redemption fee, described above, if applicable, may be
charged upon such redemption (depending upon how long your Fund account has been
open or the type of account from which shares are being redeemed) and your
redemption proceeds will be invested in shares of the other fund on the next
business day. Before you make such a request, you must obtain and should review
a copy of the current prospectus of the fund being purchased. Upon request,
proceeds from the redemption of shares of the Fund by an employee benefit plan
will applied to purchase shares of other funds in the Dreyfus Family of Funds on
the date of redemption, if the plan's recordkeeper has entered into an
appropriate agency agreement with the Fund and such other funds. Prospectuses
may be obtained by calling 1-800-645-6561. The prospectus will contain
information concerning minimum investment requirements and other conditions that
may apply to your purchase. No other fees currently are charged shareholders
directly in connection with this procedure, although each 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. This procedure may be modified or terminated
at any time upon not less than 60 days' notice to shareholders.

WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which is
a member of the Federal Reserve System, or a correspondent bank if your bank is
not a member. 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.

SHAREHOLDER SERVICES

DREYFUS-AUTOMATIC ASSET BUILDER(registered trademark) -- 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 account designated by you will be debited in the specified amount,
and Fund shares will be purchased, once a month, on either the first or
fifteenth day, or twice a month, on both days. Only an account maintained at a
domestic financial institution which is an Automated Clearing House member may
be so designated. This Privilege 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. To establish a Dreyfus-AUTOMATIC Asset
Builder account, you must file an authorization form with the Transfer Agent.
You may obtain the necessary authorization form by calling 1-800-645-6561. You
may cancel your participation in this Privilege or change the amount of purchase
at any time by mailing written notification to Dreyfus Index Funds, P.O. Box
6647, Providence, Rhode Island 02940-6647, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective three business
days following receipt. Each Fund may modify or terminate this Privilege at any
time or charge a service fee. No such fee currently is contemplated.

RETIREMENT PLANS -- Each 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.

SHAREHOLDER SERVICES PLAN

Each Fund has adopted a Shareholder Services Plan, pursuant to which it
pays the Distributor for the provision of certain services a fee at the annual
rate of .25 of 1% of the value of the Fund's average daily net assets. 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. Under the Shareholder Services Plan, the Distributor
may make payments to Service Agents in respect of these services. The
Distributor determines the amounts to be paid to Service Agents.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund ordinarily pays dividends from net investment income and
distributes net realized securities gains, if any, once a year, but 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. Each Fund
will automatically reinvest dividends and distributions from securities gains,
if any, in additional Fund shares at net asset value or, at your option, pay
them in cash. No Fund will make distributions from net realized securities gains
unless its capital loss carryovers, if any, have been utilized or have expired.
You may choose whether to receive distributions in cash or to reinvest them in
additional Fund shares at net asset value. If applicable, the 1% redemption fee,
described under "How to Redeem Shares," will be charged upon certain redemptions
of shares received through the automatic reinvestment of dividends or
distributions. All expenses are accrued daily and deducted before declaration of
dividends to investors.

Dividends paid by a Fund derived from net investment income and
distributions from net realized short-term securities gains of the Fund will be
taxable to U.S. shareholders as ordinary income whether received in cash or
reinvested in Fund shares. Depending on the composition of the Fund's income, a
portion of the dividends from net investment income may qualify for the
dividends received deduction allowable to certain corporate shareholders of the
Fund. Distributions from net realized long-term securities gains of a Fund will
be 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 long-term capital gain 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 state and local taxes.

Dividends derived from net investment income and distributions from net
realized short-term securities gains paid by a 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 as well as the proceeds of any redemptions from a
foreign investor's account, regardless of the extent to which gain or loss may
be realized, generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as described
below, unless the foreign investor certifies his non-U.S. residency status.

Notice as to the tax status of your dividends and distributions is 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.

Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, 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 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 each of Dreyfus S&P 500 Index Fund and Dreyfus
MidCap Index Fund has qualified for the fiscal year ended October 31, 1996 as a
"regulated investment company" under the Code. Each of Dreyfus S&P 500 Index
Fund and Dreyfus MidCap Index Fund intends to continue to so qualify if such
qualification is in the best interest of its shareholders. It is expected that
each of Dreyfus Small Cap Stock Fund and Dreyfus International Stock Fund will
qualify as a "regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders. Qualification as a
regulated investment company 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. Each Fund is subject to a non-deductible 4%
excise tax, measured with respect to certain undistributed amounts of taxable
investment income and capital gains.

You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.

PERFORMANCE INFORMATION

For the purpose of advertising, performance is calculated on the basis of
average annual total return and/or total return.

Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in a Fund was purchased with an initial
payment of $1,000 and that the investment was redeemed at the end of a stated
period of time, after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a percentage rate
which, if applied on a compounded annual basis, would result in the redeemable
value of the investment at the end of the period. Advertisements of a Fund's
performance will include the Fund's average annual total return for one, five
and ten year periods, or for shorter time periods depending upon the length of
time the Fund has operated.

Total return is computed on a per share basis and assumes the reinvestment
of dividends and distributions. Total return generally is expressed as a
percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the net asset value per share at
the beginning of the period. Advertisements may include the percentage rate of
total return or may include the value of a hypothetical investment at the end of
the period which assumes the application of the percentage rate of total return.

Performance will vary from time to time and past results are not
necessarily representative of future results. Performance information, such as
that described above, may not provide a basis for comparison with other
investments or other investment companies using a different method of
calculating performance.

Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from the S&P 500 Index, S&P
400 Index, Russell 2000(registered trademark) Index, EAFE Index, Lipper
Analytical Services, Inc., the Dow Jones Industrial Average, Money Magazine,
Morningstar, Inc. and other industry publications. A Fund may cite in its
advertisements or in reports or other communications to shareholders, historical
performance of unmanaged indices as reported in Ibbotson, Roger G. and Rex A.
Sinquefield, STOCKS, BONDS, BILLS AND INFLATION (SBBI), 1982, updated annually
in the SBBI YEARBOOK, Ibbotson Associates, Chicago. A Fund also may cite in its
advertisements the aggregate amount of assets committed to index investing by
pension funds and/or other institutional investors, and may refer to or discuss
then-current or past economic or financial conditions, developments or events.

GENERAL INFORMATION

Each of Dreyfus S&P 500 Index Fund, Dreyfus Small Cap Stock Fund and
Dreyfus International Stock Fund are series of Dreyfus Index Funds, Inc. (the
"Company"). The Company was incorporated under Maryland law on October 6, 1989,
and commenced operations on January 2, 1990. Before July 1, 1997, the Company's
name was Peoples Index Fund, Inc. and it operated under the name Dreyfus S&P 500
Index Fund. The Company is authorized to issue 600 million shares of Common
Stock (with 200 million shares allocated to each series), par value $.001 per
share. Dreyfus MidCap Index Fund is a separate open-end, management investment
company incorporated under Maryland law on June 6, 1991, which commenced
operations on June 19, 1991. On November 13, 1995, Dreyfus MidCap Index Fund,
which is incorporated under the name Peoples S&P MidCap Index Fund, Inc., began
operating under its current name. Dreyfus MidCap Index Fund is authorized to
issue 200 million 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 a 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 accountants. 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 the holders of at least 25% of such shares may require
the Fund to hold a special meeting of shareholders for any other purpose.
Shareholders may remove a Board member by the affirmative vote of a majority of
the 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 Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for certain
matters under the 1940 Act and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other portfolio. For certain
matters shareholders vote together as a group; as to others they vote separately
by portfolio. To date, the Board of the Company has authorized the creation of
three series of shares. All consideration received by the Company for shares of
one of the series, and all assets in which such consideration is invested, will
belong to that series (subject only to the rights of creditors of the Company)
and will be subject to the liabilities related thereto. The income attributable
to, and the expenses of, one series would be treated separately from those of
the other series. The Company has the ability to create, from time to time, new
series without shareholder approval.

Although each Fund is offering only its own shares, it is possible that a
Fund might become liable for any misstatement in this Prospectus about another
Fund. The Funds' Boards have considered this factor in approving the use of this
single combined Prospectus.

The Transfer Agent maintains a record of your ownership and sends you
confirmation statements of account.

Shareholder inquiries may be made by writing to the Fund at l44 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
l-800-645-6561. In New York City, call 1-718-895-1206; outside the U.S. and
Canada, call 516-794-5452.

Neither Dreyfus S&P 500 Index Fund nor Dreyfus MidCap Index Fund is
sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty,
express or implied, to the owners of Dreyfus S&P 500 Index Fund or Dreyfus
MidCap Index Fund or any member of the public regarding the advisability of
investing in securities generally or in the Fund particularly or the ability of
the S&P 500 Index or S&P 400 Index to track general stock market performance.
S&P's only relationship to such Funds is the licensing of certain trademarks and
trade names of S&P and of the S&P 500 Index or S&P 400 Index which are
determined, composed and calculated by S&P without regard to Dreyfus S&P 500
Index Fund or Dreyfus MidCap Index Fund. S&P has no obligation to take the needs
of Dreyfus S&P 500 Index Fund or Dreyfus MidCap Index Fund or the owners of such
Funds into consideration in determining, composing or calculating the S&P 500
Index or S&P 400 Index, respectively. S&P is not responsible for and has not
participated in the calculation of Dreyfus S&P 500 Index Fund's or Dreyfus
MidCap Index Fund's net asset value, nor is S&P a distributor of either Fund.
S&P has no obligation or liability in connection with the administration,
marketing or trading of Dreyfus S&P 500 Index Fund or Dreyfus MidCap Index Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR S&P 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY DREYFUS S&P 500 INDEX FUND
OR DREYFUS MIDCAP INDEX FUND, OWNERS OF SUCH FUNDS, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE S&P 500 INDEX OR S&P 400 INDEX OR ANY DATA INCLUDED
THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR S&P 400 INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
<PAGE>

APPENDIX
INVESTMENT TECHNIQUES

BORROWING MONEY -- Each of Dreyfus Small Cap Stock Fund and Dreyfus
International Stock Fund is permitted to borrow to the extent permitted under
the 1940 Act, which permits an investment company to borrow an amount up to
33-1/3% of the value of its total assets. Each of Dreyfus Small Cap Stock Fund
and Dreyfus International Stock Fund currently intends to, and each of Dreyfus
S&P 500 Index Fund and Dreyfus MidCap Index Fund may, borrow money only 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 a Fund's total assets,
the Fund will not make any additional investments.

FOREIGN CURRENCY TRANSACTIONS -- (Dreyfus International Stock Fund only)
Foreign currency transactions may involve, for example, the Fund's purchase of
foreign currencies for U.S. dollars or the maintenance of short positions in
foreign currencies, which would involve the Fund agreeing to exchange an amount
of a currency it did not currently own for another currency at a future date in
anticipation of a decline in the value of the currency sold relative to the
currency the Fund contracted to receive in the exchange. The Fund's success in
these transactions will depend principally on Dreyfus' ability to predict
accurately the future exchange rates between foreign currencies and the U.S.
dollar.

USE OF DERIVATIVES -- Each Fund may invest in the types of Derivatives
enumerated under "Description of the Funds -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and certain related risks are
described more specifically under "Investment Objective and Management Policies
- -- Management Policies -- Derivatives" in the Statement of Additional
Information.

Derivatives may entail investment exposures that are greater than their
cost would suggest, meaning that a small investment in Derivatives could have a
large potential impact on the Fund's performance.

Although none of the Funds will be a commodity pool, certain Derivatives
subject each Fund to the rules of the Commodity Futures Trading Commission which
limit the extent to which the Fund can invest in such Derivatives. A Fund may
not invest in futures contracts if the amount of initial margin deposits with
respect to such contracts, other than for bona fide hedging purposes, exceeds 5%
of the liquidation value of the Fund's assets, after taking into account
unrealized profits and unrealized losses on such contracts.

LENDING PORTFOLIO SECURITIES -- Each 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, dividends 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 33-1/3% (30% with respect to
Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund) 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.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN A 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. AS TO EACH 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>

DREYFUS INDEX FUNDS
DREYFUS S&P 500 INDEX FUND
DREYFUS MIDCAP INDEX FUND
DREYFUS SMALL CAP STOCK FUND
DREYFUS INTERNATIONAL STOCK FUND
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JUNE 30, 1997

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current combined
Prospectus of the funds named above (each, a "Fund" and, collectively, the
"Funds"), dated June 30, 1997, as it may be revised from time to time. Dreyfus
S&P 500 Index Fund, Dreyfus Small Cap Stock Fund and Dreyfus International Stock
Fund are series of Dreyfus Index Funds, Inc. (the "Company"), an open-end
management investment company, and Dreyfus MidCap Index Fund is a separate open-
end, management investment company. To obtain a copy of the Funds' Prospectus,
please write to the Funds 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 ("Dreyfus") serves as each Fund's investment
adviser.

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

TABLE OF CONTENTS

PAGE

Investment Objective and Management Policies.............................B-2
Management of the Funds..................................................B-9
Management Agreements....................................................B-14
Shareholder Services Plan................................................B-17
Purchase of Shares.......................................................B-18
Redemption of Shares.....................................................B-18
Shareholder Services.....................................................B-20
Determination of Net Asset Value.........................................B-21
Dividends, Distributions and Taxes.......................................B-21
Portfolio Transactions...................................................B-23
Performance Information..................................................B-23
Information About the Funds..............................................B-24
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors.......................................B-24
Appendix.................................................................B-26
Financial Statements.....................................................B-27
Report of Independent Auditors...........................................B-40

<PAGE>

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTIONS IN THE FUNDS' PROSPECTUS ENTITLED "DESCRIPTION OF THE FUNDS"
AND "APPENDIX."

OTHER PORTFOLIO SECURITIES

MONEY MARKET INSTRUMENTS. Each Fund may invest, in the circumstances
described under "Description of the Funds Management Policies" in the Funds'
Prospectus, in the following types of money market instruments.

U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury securities
that 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 from the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government provides financial support for such
U.S. Government-sponsored agencies and 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. The Funds'
custodian or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by a Fund under a repurchase agreement. Repurchase
agreements are considered by the staff of the Securities and Exchange Commission
to be loans by the Fund that enters into them. In an attempt to reduce the risk
of incurring a loss on a repurchase agreement, each 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, and will require that additional securities be deposited with
it if the value of the securities purchased should decrease below resale price.
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.

BANK OBLIGATIONS. Each 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.

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
instruments 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 each Fund will consist only of direct obligations which, at the time of their
purchase, are (a) rated at least Prime-1 by Moody's Investors Service, Inc.
("Moody's") or A-1 by Standard & Poor's Ratings Group ("S&P"), (b) issued by
companies having an outstanding unsecured debt issue currently rated at least Aa
by Moody's or at least AA- by S&P, or (c) if unrated, determined by Dreyfus to
be of comparable quality to those rated obligations which may be purchased by
the Fund.

MANAGEMENT POLICIES

LENDING PORTFOLIO SECURITIES. In connection with its securities lending
transactions, each 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 dividends, interest or other distributions payable
on the loaned securities, and any increase in market value; (5) the Fund may pay
only reasonable custodian fees in connection with the loan; and (6) while voting
rights on the loaned securities may pass to the borrower, the Fund's Board must
terminate the loan and regain the right to vote the securities if a material
event adversely affecting the investment occurs.

DERIVATIVES. Each Fund may invest in Derivatives (as defined in the Funds'
Prospectus) in anticipation of taking a market position when, in the opinion of
Dreyfus, available cash balances do not permit an economically efficient trade
in the cash market. Derivatives may provide a cheaper, quicker or more
specifically focused way for the Funds to invest than "traditional" securities
would.

Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.

Engaging in futures transactions involves risk of loss to a Fund which
could adversely affect the value of the Fund's net assets. Although each Fund
intends to purchase or sell futures contracts only if there is an active market
for such contracts, no assurance can be given that a liquid market will exist
for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that limit
or trading may be suspended for specified periods during the trading day.
Futures contract prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses.

Successful use of futures by a Fund also is subject to the ability of
Dreyfus to predict correctly movements in the direction of the relevant market
and to ascertain the appropriate correlation between the transaction being
hedged and the price movements of the futures contract. In addition, the price
of stock index futures may not correlate perfectly with the movement in the
stock index due to certain market distortions. First, all participants in the
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions which would distort the normal
relationship between the index and futures markets. Secondly, from the point of
view of speculators, the deposit requirements in the futures market are less
onerous than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market also may cause temporary
price distortions. Because of the possibility of price distortions in the
futures market and the imperfect correlation between movements in the stock
index and movements in the price of stock index futures, a correct forecast of
general market trends still may not result in a successful hedging transaction.

Each Fund may purchase and sell stock index futures contracts. A stock
index future obligates the Fund to pay or receive an amount of cash equal to a
fixed dollar amount specified in the futures contract multiplied by the
difference between the settlement price of the contract on the contract's last
trading day and the value of the index based on the stock prices of the
securities that comprise it at the opening of trading in such securities on the
next business day.

Dreyfus International Stock Fund may purchase and sell currency futures. A
foreign currency future obligates the Fund to purchase or sell an amount of a
specific currency at a future date at a specific price.

Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, a Fund may be required to segregate permissible liquid
assets in connection with its commodities transactions in an amount generally
equal to the value of the underlying commodity. The segregation of such assets
will have the effect of limiting a Fund's ability otherwise to invest those
assets.

INVESTMENT RESTRICTIONS

DREYFUS S&P 500 INDEX FUND. The Fund has adopted the following investment
restrictions as fundamental policies, which 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. Dreyfus
S&P 500 Index Fund may not:

1. Purchase securities of closed-end investment companies, except (a) in
the open market where no commission other than the ordinary broker's commission
is paid, which purchases are limited to a maximum of (i) 3% of the total
outstanding voting stock of any one closed-end investment company, (ii) 5% of
the Fund's net assets with respect to the securities issued by any one
closed-end investment company and (iii) 10% of the Fund's net assets in the
aggregate, or (b) those received as part of a merger or consolidation. The Fund
may not purchase the securities of open-end investment companies other than
itself.

2. Invest in commodities, except that the Fund may invest in futures
contracts as described in the Prospectus and Statement of Additional
Information.

3. Purchase, hold or deal in real estate, or oil and gas interests, but the
Fund may purchase and sell securities that are secured by real estate or issued
by companies that invest or deal in real estate.

4. Borrow money, except from banks (which, if permitted by applicable
regulatory authority, may be from Mellon Bank, N.A. or Boston Safe Deposit and
Trust Company, affiliates of Dreyfus) 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) based on 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 value of the Fund's total assets, the
Fund will not make any additional investments. Transactions in futures and
options do not involve any borrowing for purposes of this restriction.

5. Pledge, hypothecate, mortgage or otherwise encumber its assets, except
in an amount up to 15% of the value of its total assets, but only to secure
borrowings for temporary or emergency purposes. Collateral arrangements with
respect to initial or variation margin for futures contracts will not be deemed
to be pledges of the Fund's assets.

6. Lend any funds or other assets except through the purchase of debt
securities, bankers' acceptances and commercial paper of corporations and other
entities. However, the Fund may lend its portfolio securities in an amount not
to exceed 30% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the Securities
and Exchange Commission and the Fund's Directors.

7. Act as an underwriter of securities of other issuers or purchase
securities subject to restrictions on disposition under the Securities Act of
1933 (so-called "restricted securities"). The Fund may not enter into repurchase
agreements providing for settlement in more than seven days after notice or
purchase securities which are not readily marketable, if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.

Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.

9. Purchase, sell or write puts, calls or combinations thereof.

10. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), except to the extent the Standard &
Poor's 500 Composite Stock Price Index also is so concentrated, provided that,
when the Fund has adopted a temporary defensive posture, there shall be no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

In addition to the investment restrictions adopted as fundamental policies
set forth above, though not fundamental policies, Dreyfus S&P 500 Index Fund may
not (i) engage in arbitrage transactions, (ii) purchase warrants (excluding
those acquired by the Fund in units or attached to securities), (iii) sell
securities short, but reserves the right to sell securities short against the
box (a transaction in which the Fund enters into a short sale of a security
which the Fund owns) or (iv) purchase securities of any company having less than
three years' continuous operations (including operations of any predecessors) if
such purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.

* * *

DREYFUS MIDCAP INDEX FUND. The Fund has adopted the following investment
restrictions 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. Dreyfus MidCap Index Fund may not:

1. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such companies
to exceed 5% of the value of its total assets

2. Purchase securities of closed-end investment companies except (a) in
the open market where no commission other than the ordinary broker's commission
is paid, which purchases are limited to a maximum of (i) 3% of the total
outstanding voting stock of any one closed-end investment company, (ii) 5% of
the Fund's net assets with respect to the securities issued by any one
closed-end investment company and (iii) 10% of the Fund's net assets in the
aggregate, or (b) those received as part of a merger or consolidation. The Fund
may not purchase the securities of open-end investment companies other than
itself.

3. Invest in commodities, except that the Fund may invest in futures
contracts as described in the Prospectus and Statement of Additional
Information.

4. Purchase, hold or deal in real estate, real estate investment trust
securities, real estate limited partnership interests, or oil, gas or other
mineral leases or exploration or development programs, but the Fund may purchase
and sell securities that are secured by real estate or issued by companies that
invest or deal in real estate.

5. Borrow money, except 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) based on 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 value of the Fund's total assets, the
Fund will not make any additional investments. Transactions in futures and
options do not involve any borrowing for purposes of this restriction.

6. Pledge, hypothecate, mortgage or otherwise encumber its assets, except
to secure borrowings for temporary or emergency purposes. Collateral
arrangements with respect to initial or variation margin for futures contracts
will not be deemed to be pledges of the Fund's assets.

7. Lend any funds or other assets except through the purchase of debt
securities, bankers' acceptances and commercial paper of corporations and other
entities. However, the Fund may lend its portfolio securities in an amount not
to exceed 30% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the Securities
and Exchange Commission and the Fund's Directors.

8. Act as an underwriter of securities of other issuers. The Fund may not
enter into repurchase agreements providing for settlement in more than seven
days after notice or purchase illiquid securities, if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.

9. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.

10. Purchase, sell or write puts, calls or combinations thereof.

11. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), except to the extent the Standard &
Poor's MidCap 400 Index also is so concentrated, provided that, when the Fund
has adopted a temporary defensive posture, there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

In addition to the investment restrictions adopted as fundamental policies
set forth above, though not fundamental policies, Dreyfus MidCap Index Fund may
not (i) engage in arbitrage transactions, (ii) purchase warrants (excluding
those acquired by the Fund in units or attached to securities), or (iii) sell
securities short, but reserves the right to sell securities short against the
box (a transaction in which the Fund enters into a short sale of a security
which the Fund owns).

* * *

DREYFUS SMALL CAP STOCK FUND AND DREYFUS INTERNATIONAL STOCK FUND. Each of
these Funds has adopted investment restrictions numbered 1 through 8 below as
fundamental policies, which cannot be changed, as to a Fund, without approval by
the holders of a majority (as defined in the 1940 Act) of such Fund's
outstanding voting securities. Investment restrictions numbered 9 through 11 are
not fundamental policies and may be changed by vote of a majority of the
Company's Board members at any time. Neither Dreyfus Small Cap Stock Fund nor
Dreyfus International Stock Fund may:

1. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

2. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that
invest or deal in real estate.

3. Borrow money, except to the extent permitted under the 1940 Act (which
currently limits borrowing to no more than 33-1/3% of the value of the Fund's
total assets). For purposes of this investment restriction, the Fund's entry
into options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.

4. Make loans to others, except through the purchase of debt obligations
and the entry into repurchase agreements. However, the Fund may lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange commission and the
Company's Board.

5. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.

6. Invest more than 25% of its assets in the securities of issuers in any
single industry (except to the extent the Fund's benchmark Index as described in
the Prospectus also is so concentrated), provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

7. Issue any senior security (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 1, 3 and 9 may be deemed to give rise to a senior security.

8. Purchase securities on margin, but the Fund may make margin deposits in
connection with transactions in options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.

9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

10. Enter into repurchase agreements providing for settlement in more than
seven days after notice or purchase securities which are illiquid, if, in the
aggregate, more than 15% of the value of the Fund's net assets would be so
invested.

11. Purchase securities of other investment companies, except to the extent
permitted under the 1940 Act.

* * *

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

A Fund may make commitments more restrictive than the restrictions listed
above so as to permit the sale of its shares in certain states. Should a 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 the Fund's shares in the state involved.

MANAGEMENT OF THE FUNDS

Board members and officers of the Funds, 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 an "interested person" of the
Fund, as defined in the 1940 Act, is indicated by an asterisk.

BOARD MEMBERS OF THE FUNDS

* 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 also
Chairman of the Board of Directors of Noel Group, Inc., a venture capital
company; and a director of The Muscular Dystrophy Association, HealthPlan
Services Corporation, Belding Heminway Company, Inc., a manufacturer and
marketer of industrial threads and buttons, Curtis Industries, Inc., 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 Dreyfus and Executive Vice President and a director of
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus and,
until August 24, 1994, Dreyfus S&P 500 Index Fund's and Dreyfus MidCap
Index 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 10016.

*DAVID P. FELDMAN, BOARD MEMBER. Corporate Vice President-Investment Management
of AT&T. He is also a trustee of Corporate Property Investors, a real
estate investment company. He is 57 years old and his address is One Oak
Way, Berkeley Heights, New Jersey 07922.

JOHN M. FRASER, JR., BOARD MEMBER. President of Fraser Associates, a service
company for planning and arranging corporate meetings and other events.
From September 1975 to June 1978, he was Executive Vice President of
Flagship Cruises, Ltd. Prior thereto, he was Senior Vice President and
Resident Director of the Swedish-American Line for the United States and
Canada. He is 74 years old and his address is 133 East 64th Street, New
York, New York 10021.

EHUD HOUMINER, BOARD MEMBER. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School, Columbia
University. Since January 1996, principal of Lear, Yavitz and Associates, a
management consulting firm. He was President and Chief Executive Officer of
Philip Morris USA, manufacturers of consumer products, from December 1988
to September 1990. He also is a Director of Avnet Inc. He is 55 years old
and his address is c/o Columbia Business School, Columbia University, Uris
Hall, Room 526, New York, New York 10027.

DAVID J. MAHONEY, BOARD MEMBER. President of David Mahoney Ventures since 1983.
From 1968 to 1983, he was Chairman and Chief Executive Officer of Norton
Simon Inc., a producer of consumer products and services. Mr. Mahoney is
also a director of National Health Laboratories Inc., Bionaire Inc. and
Good Samaritan Health Systems, Inc. He is 72 years old and his address is
745 Fifth Avenue, Suite 700, New York, New York 10151.

GLORIA MESSINGER, BOARD MEMBER. From 1981 to 1993, Managing Director and Chief
Executive Officer of ASCAP (American Society of Composers, Authors and
Publishers). She is a member of the Board of Directors of the Yale Law
School Fund and Theater for a New Audience, Inc., and was secretary of the
ASCAP Foundation and served as a Trustee of the Copyright Society of the
United States. She is also a member of numerous professional and civic
organizations. She is 66 years old and her address is 747 Third Avenue,
11th Floor, New York, New York 10017.

JACK R. MEYER, BOARD MEMBER. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September 1990.
For more than five years prior thereto, he was Treasurer and Chief
Investment Officer of The Rockefeller Foundation. He is 51 years old and
his address is 600 Atlantic Avenue, Boston, Massachusetts 02210.

JOHN SZARKOWSKI, BOARD MEMBER. Director Emeritus of Photography at The Museum of
Modern Art. Consultant in Photography. He is 71 years old and his address
is Bristol Road, Box 221, East Chatham, New York 12060.

ANNE WEXLER, BOARD MEMBER. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also a
director of Alumax, Comcast Corporation, The New England Electric System,
and Nova Corporation, and a member of the Board of the Carter Center of
Emory University, the Council of Foreign Relations, the National Park
Foundation, Visiting Committee of the John F. Kennedy School of Government
at Harvard University and the Board of Visitors of the University of
Maryland School of Public Affairs. She is 66 years old and her address is
c/o The Wexler Group, 1317 F Street, N.W., Suite 600, Washington, D.C.
20004.

For so long as the plan described in the section captioned "Shareholder
Services Plan" remains in effect with respect to a Fund, 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.

Each of the Company and Dreyfus MidCap Index 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 Company and
Dreyfus MidCap Index 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
Aggregate From Funds and
Name of Board Compensation From Fund Complex
MEMBER FUNDS* PAID TO BOARD MEMBER

Dreyfus MidCap
COMPANY INDEX FUND

Joseph S. DiMartino $6,250 $6,250 $517,075 (94)

David P. Feldman $5,000 $5,000 $122,257 (27)

John M. Fraser, Jr.** $1,171 $1,171 $ 73,563 (12)

Ehud Houminer** $ 671 $ 671 $ 48,769 (12)

David J. Mahoney** $ 671 $ 671 $ 40,312 (14)

Gloria Messinger** $1,171 $1,171 $ 11,444 (4)

Jack R. Meyer $4,500 $4,500 $ 18,868 (4)

John Szarkowski $5,000 $5,000 $ 21,377 (4)

Anne Wexler $4,500 $4,500 $ 62,034 (16)
- ----------------------------
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,339 and $1,026 for all Board members as
a group for the Company and Dreyfus MidCap Index Fund, respectively.

** Elected to the Board by shareholders on July 26, 1996.
</TABLE>

OFFICERS OF THE FUNDS

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 Dreyfus. 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, General
Counsel, Secretary and Clerk of the Distributor and an officer of other
investment companies advised or administered by Dreyfus. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors, Inc. He
is 32 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 Dreyfus. She is 27 years old.

DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc. and an
officer of other investment companies advised or administered by Dreyfus.
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.

RICHARD W. INGRAM, VICE PRESIDENT AND ASSISTANT SECRETARY. 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 Dreyfus. 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.

MARK A. KARPE, VICE PRESIDENT AND ASSISTANT SECRETARY. Senior Paralegal of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. Prior to August 1993, he was employed as an
Associate Examiner at the National Association of Securities Dealers, Inc.
He is 27 years old.

MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President and
Manager of Treasury Services and Administration of Funds Distributor, Inc.
and an officer of other investment companies advised or administered by
Dreyfus. 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.

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 Dreyfus.
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.

MICHAEL S. PETRUCELLI, VICE PRESIDENT AND ASSISTANT TREASURER. Director of
Strategic Client Initiatives for Funds Distributor, Inc. and an officer of
other investment companies advised or administered by Dreyfus. From
December 1989 through November 1996, he was employed with GE Investments
where he held various financial, business development and compliance
positions. He is 35 years old.

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

Board members and officers, as a group, owned less than 1% of each Fund's
shares outstanding on April 7, 1997.

The following persons are known to own of record 5% or more of Dreyfus S&P
500 Index Fund's voting securities outstanding on April 7, 1997: Wachovia Bank
of NC, TTEE, Duke Power Company Stock Purchase Savings Program, 301 N. Main
Street, Winston Salem, North Carolina 27150--5.1%; The Dreyfus Trust Company, as
Trustee for FDC Incentive Savings Plan, 1 Cabot Road #028-0031, Medford,
Massachusetts 02155-5141--10.6%; Charles Schwab & Company, Inc., 101 Montgomery
Street, Los Angeles, California 94104--20.0%; Nationwide Qualified Plans, P.O.
Box 182029, Columbus, Ohio 43218-2029--20.2%.

The following persons are known to own of record 5% or more of Dreyfus
MidCap Index Fund's voting securities outstanding on April 7, 1997: Charles
Schwab & Company, Inc., 101 Montgomery Street, San Francisco, California
94104--21.5%; Mellon Bank, N.A., P.O. Box 3198, Pittsburgh, Pennsylvania
15230-3198--5.7%.

MANAGEMENT AGREEMENTS

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "MANAGEMENT OF THE FUNDS."

MANAGEMENT AGREEMENTS. Dreyfus provides management services pursuant to
separate Management Agreements (the "Management Agreement") dated November 13,
1995, amended as of _________, 1997, with the Company and Dreyfus MidCap Index
Fund, respectively. As to each Fund, the Management Agreement is subject to
annual approval by (i) the Board or (ii) vote of a majority (as defined in the
1940 Act) of the outstanding voting securities of such 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
Dreyfus by vote cast in person at a meeting called for the purpose of voting on
such approval. The Management Agreement was approved by shareholders of Dreyfus
S&P 500 Index Fund and Dreyfus MidCap Index Fund at a meeting held on November
3, 1995, and was last approved by the Board, including a majority of the Board
members who are not "interested persons" (as defined in the 1940 Act) of any
party to the Management Agreement, at a meeting held on April 30, 1997. As to
each Fund, the Management Agreement is terminable without penalty, on 60 days'
notice, by the Board or by vote of the holders of a majority of such Fund's
shares, or, upon not less than 90 days' notice, by Dreyfus. The Management
Agreement will terminate automatically, as to the relevant Fund, in the event of
its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of Dreyfus: 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; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Patrice M. Kozlowski, Vice President-Corporate
Communications; Mary Beth Leibig, Vice President-Human Resources; Jeffrey N.
Nachman, Vice President-Mutual Fund Accounting; Andrew S. Wasser, Vice
President-Information Systems; Elvira Oslapas, Assistant Secretary; and Mandell
L. Berman, Burton C. Borgelt and Frank V. Cahouet, directors.

Dreyfus manages each Fund's investments in accordance with the stated
policies of such Fund, subject to the approval of the Board. Dreyfus is
responsible for investment decisions and provides each Fund with portfolio
managers who are authorized by its Board to execute purchases and sales of
securities. The portfolio manager for Dreyfus Small Cap Stock Fund is Steven A.
Falci and for Dreyfus International Stock Fund is Susan Ellison. Dreyfus also
maintains a research department with a professional staff of portfolio managers
and securities analysts who provide research services for each Fund and for
other funds advised by Dreyfus. All purchases and sales are reported for the
Board's review at the meeting subsequent to such transactions.

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

EXPENSES. All expenses incurred in the operation of the Funds are borne by
Dreyfus, except management fees, taxes, interest, brokerage fees and
commissions, if any, fees and expenses of non-interested Board members, fees and
expenses of independent counsel to the Fund and to the non-interested Board
members, Shareholder Services Plan fees, and any extraordinary expenses.

As compensation for Dreyfus' services, the Company has agreed to pay
Dreyfus a monthly fee at the annual rate of .25 of 1% of the value of each of
Dreyfus S&P 500 Index Fund's and Dreyfus Small Cap Stock Fund's average daily
net assets and .35 of 1% of the value of Dreyfus International Stock Fund's
average daily net assets, and Dreyfus MidCap Index Fund has agreed to pay
Dreyfus a monthly fee at the annual rate of .25 of 1% of the value of its
average daily net assets. All fees and expenses are accrued daily and deducted
before declaration of dividends to shareholders. With respect to each Fund,
Dreyfus has agreed to reduce its management fee in an amount equal to the Fund's
allocable portion of the accrued fees and expenses of the non-interested Board
members and fees and expenses of independent counsel to the Fund and to the
non-interested Board members.

Prior to January 1, 1997, the Company had agreed to pay Dreyfus a monthly
management fee at the annual rate of .295 of 1% of the value of Dreyfus S&P 500
Index Fund's average daily net assets, and Dreyfus had agreed to pay Mellon
Equity Associates, pursuant to an index management agreement terminated as of
____________, 1997, a monthly index management fee at the annual rate of .095 of
1% of the value of Dreyfus S&P 500 Index Fund's average daily net assets. Prior
to ____________, 1997, Dreyfus MidCap Index Fund had agreed to pay Dreyfus a
monthly management fee at the annual rate of .395 of 1% of the value of the
Fund's average daily net assets, and Dreyfus agreed to pay Mellon Equity
Associates, pursuant to an index management agreement terminated as of
_______________, 1997, a monthly index management fee at the annual rate of .095
of 1% of the value of Dreyfus MidCap Index Fund's average daily net assets. For
the period from November 13, 1995 (effective date of each Management Agreement)
through October 31, 1996, the management fees paid to Dreyfus amounted to
$1,329,105 for Dreyfus S&P 500 Index Fund and $329,970 (after Dreyfus waived
receipt of $252,887) for Dreyfus MidCap Index Fund. For the period from November
13, 1995 (effective date of each index management agreement) through October 31,
1996, the index management fees paid to Mellon Equity Associates by Dreyfus
amounted to $428,017 for Dreyfus S&P 500 Index Fund and $70,139 for Dreyfus
MidCap Index Fund.

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

PRIOR AGREEMENTS. From April 4, 1990 to November 13, 1995, Wells Fargo
Nikko Investment Advisers ("WFNIA") served as Dreyfus S&P 500 Index Fund's index
fund manager. Pursuant to prior index management agreements with WFNIA, Dreyfus
S&P 500 Index Fund agreed to pay a monthly fee at the annual rate of .10 of 1%
of the value of the Fund's average daily net assets. For the fiscal years ended
October 31, 1994 and 1995 and for the period November 1, 1995 through November
13, 1995 (termination date of the prior index management agreement), the index
management fees payable to WFNIA by Dreyfus S&P 500 Index Fund amounted to
$274,298, $280,472 and $11,274, respectively. The index management fee was
reduced by $30,232 in the fiscal year ended October 31, 1994, pursuant to an
undertaking by WFNIA resulting in a net fee paid to WNFIA of $244,066 for the
1994 fiscal year.

Prior to November 13, 1995, Dreyfus served as Dreyfus S&P 500 Index Fund's
administrator pursuant to an administration agreement with the Company and not
as the Company's investment adviser. As compensation for its administrative
services, Dreyfus S&P 500 Index Fund agreed to pay Dreyfus a monthly fee at the
annual rate of .20 of 1% of value of Dreyfus S&P 500 Index Fund's average daily
net assets. For the fiscal years ended October 31, 1994 and 1995 and for the
period November 1, 1995 through November 13, 1995 (termination date of the
administration agreement), the administrative fees payable to Dreyfus by Dreyfus
S&P 500 Index Fund amounted to $548,596, $560,944 and $22,547, respectively. The
administration fee was reduced by $60,463 in the fiscal year ended October 31,
1994, pursuant to an undertaking by Dreyfus, resulting in a net administrative
fee paid to Dreyfus of $488,133 for the 1994 fiscal year.

From January 3, 1995 to November 13, 1995, World Asset Management ("World")
served as Dreyfus MidCap Index Fund's index fund manager; from February 24, 1994
to January 3, 1995, World Asset Management, Inc. ("WAM") served as Dreyfus
MidCap Index Fund's index fund manager; and from June 18, 1992 to February 24,
1994, Woodbridge Capital Management, Inc. ("Woodbridge" and together with World
and WAM, the "prior index fund managers") served as Dreyfus MidCap Index Fund's
index fund manager. Pursuant to prior index management agreements with the prior
index fund managers, Dreyfus MidCap Index Fund agreed to pay a monthly fee at
the annual rate of .10 of 1% of the value of the Fund's average daily net
assets. For the fiscal years ended October 31, 1994 and 1995, the index
management fees payable to the prior index fund managers amounted to $72,970 and
$98,063, respectively. However, no index management fees was paid to the prior
index fund managers for the fiscal year ended October 31, 1994 pursuant to
undertakings in effect, and for the fiscal year ended October 31, 1995 the fee
was reduced by $39,687. For the period November 1, 1995 through November 12,
1995, no index management fee was paid to the prior index fund managers.

Prior to November 13, 1995, Dreyfus served as Dreyfus MidCap Index Fund's
administrator pursuant to an administration agreement with the Fund and not as
the Fund's investment adviser. As compensation for its administrative services,
Dreyfus MidCap Index Fund agreed to pay Dreyfus a monthly fee at the annual rate
of .30 of 1% of the value of the Fund's average daily net assets. For the fiscal
years ended October 31, 1994 and 1995, and for the period November 1, 1995
through November 12, 1995, the administrative fees payable to Dreyfus amounted
to $218,911, $294,190 and $0, respectively. No administrative fees were paid to
Dreyfus for the fiscal years ended October 31, 1994 and 1995, pursuant to
undertakings in effect.

SHAREHOLDER SERVICES PLAN

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "SHAREHOLDER SERVICES PLAN."

Each Fund has adopted a Shareholder Services Plan (the "Plan") pursuant to
which the Fund pays the Distributor for the provision of certain services to the
Fund's shareholders. 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 such shareholder accounts. Under the Shareholder
Services Plan, the Distributor may make payments to certain securities dealers,
financial institutions and other financial industry professionals (collectively,
"Service Agents"), in respect of these services.

A quarterly report of the amounts expended under the Plan, and the purposes
for which such expenditures were incurred, must be made to the Board for its
review. In addition, the Plan provides that material amendments of the Plan must
be approved by the Board, and by 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 Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. As to each Fund,
the 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 Plan. The Plan was
last so approved at a meeting held on April 30, 1997. As to each Fund, the Plan
is terminable at any time by vote of a majority of 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 Plan or in any agreements
entered into in connection with the Plan.

For the fiscal year ended October 31, 1996, $851,214 and $182,056 was
charged to Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund,
respectively, under prior Shareholder Services Plans (the "Prior Plans") which
were terminated as of December 31, 1996 with respect to Dreyfus S&P 500 Index
Fund and as of ________, 1997 with respect to Dreyfus MidCap Index Fund.
Pursuant to the Prior Plans, each Fund reimbursed Dreyfus Service Corporation
for certain allocated expenses of providing personal services relating to
shareholder accounts.

PURCHASE OF SHARES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "HOW TO BUY SHARES."

THE DISTRIBUTOR. The Distributor serves as each Fund's distributor on 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.

REDEMPTION OF SHARES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "HOW TO REDEEM SHARES."

WIRE REDEMPTION PRIVILEGE. By using this Privilege, the investor authorizes
Dreyfus Transfer, Inc. (the "Transfer Agent"), each Fund's transfer and dividend
disbursing agent, to act on wire or telephone redemption instructions from any
person representing himself or herself to be the investor, and reasonably
believed by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this Privilege on the next business day
after receipt if the Transfer Agent receives the 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 borne by the investor. Immediate
notification by the correspondent bank to the investor's bank is necessary to
avoid a delay in crediting the funds to the investor's bank account.

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

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 wire
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."

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. Each Fund has committed to pay in cash all
redemption requests by any shareholder of record of the Fund, 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. In the case of requests for redemption in excess of such amount, the
Board reserves the right to make payments in whole or part in securities or
other assets of the Fund in case of an emergency or any time a cash distribution
would impair the liquidity of the Fund to the detriment of the existing
shareholders. In such event, the securities would be valued in the same manner
as the Fund's portfolio is valued. If the recipient sold such securities,
brokerage charges would be incurred.

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

SHAREHOLDER SERVICES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "SHAREHOLDER SERVICES."

CORPORATE PENSION, PROFIT-SHARING AND PERSONAL RETIREMENT PLANS. Each Fund
makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In addition, each
Fund makes available Keogh Plans, IRAs, including IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") and IRA "Rollover Accounts," and 403(b)(7)
Plans. Plan support services also are available. Investors 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.

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

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

SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY WHICH ACTS AS CUSTODIAN. PURCHASES FOR THESE PLANS MAY
NOT BE MADE IN ADVANCE OF RECEIPT OF FUNDS.

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

The investor should read the prototype retirement plan and the appropriate
form of custodial agreement for further details as to eligibility, service fees
and tax implications, and should consult a tax adviser.

DETERMINATION OF NET ASSET VALUE

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "HOW TO BUY SHARES."

VALUATION OF PORTFOLIO SECURITIES. Each Fund's portfolio securities are
valued at the last sale price on the securities exchange or national securities
market on which such securities are primarily traded. Securities not listed on
an exchange or national securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid and asked prices.
Bid price is used when no asked price is available. Any securities or other
assets for which recent market quotations are not readily available are valued
at fair value as determined in good faith by the Board. With respect to Dreyfus
International Stock Fund, assets and liabilities initially expressed in foreign
currencies will be converted into U.S. dollars using the officially quoted daily
exchange rates determined by Morgan Stanley Capital International (MSCI) in the
calculation of their Europe, Australia and Far East (Free) Index. This
officially quoted daily exchange rate may be determined by MSCI prior to or
after the close of a particular foreign securities market. If such quotations
are not available, the rate of exchange will be determined in accordance with
policies established by the Board. Expenses and fees, including the management
fee (reduced by the expense limitation, if any), are accrued daily and taken
into account for the purpose of determining the net asset value of Fund shares.

NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which the
New York Stock Exchange is closed currently are: New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

DIVIDENDS, DISTRIBUTIONS AND TAXES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "DIVIDENDS, DISTRIBUTIONS AND
TAXES."

TAXATION OF THE FUNDS. Management believes that each of Dreyfus S&P 500
Index Fund and Dreyfus MidCap Index Fund qualified for the fiscal year ended
October 31, 1996 as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended (the "Code"). It is expected that each of Dreyfus Small
Cap Stock Fund and Dreyfus International Stock Fund will qualify as a regulated
investment company under the Code. The term "regulated investment company" does
not imply the supervision of management or investment practices or policies by
any government agency.

Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gain or loss. In addition, all or a portion of the gain
realized from engaging in "conversion transactions" may be treated as ordinary
income under Section 1258. "Conversion transactions" are defined to include
certain forward, futures, option and "straddle" transactions, transactions
marketed or sold to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.

Under Section 1256 of the Code, gain or loss realized by a Fund from
certain financial futures will be treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss. Gain or loss will arise upon the
exercise of such futures as well as from closing transactions. In addition, any
such futures remaining unexercised at the end of the Fund's taxable year will be
treated as sold for their then fair market value, resulting in additional gain
or loss to the Fund characterized in the manner described above.

Offsetting positions held by a Fund involving futures may constitute
"straddles." Straddles are defined to include "offsetting positions" in actively
traded personal property. The tax treatment of straddles is governed by Sections
1092 and 1258 of the Code, which, in certain circumstances, overrides or
modifies the provisions of Section 1256.

As such, all or a portion of any short or long-term capital gain from
certain "straddle" and conversion transactions may be recharacterized to
ordinary income. If a Fund were treated as entering into straddles by reason of
its futures transactions, such straddles could be characterized as "mixed
straddles" if the futures transactions comprising such straddles were governed
by Section 1256 of the Code. A Fund may make one or more elections with respect
to "mixed straddles." Depending upon which election is made, if any, the results
to the Fund may differ. If no election is made, to the extent the straddle and
conversion transactions rules apply to positions established by the Fund, losses
realized by the Fund will be deferred to the extent of unrealized gain in any
offsetting positions. Moreover, as a result of the straddle rules, short-term
capital loss on straddle positions may be recharacterized as long-term capital
loss, and long-term capital gain on straddle positions may be recharacterized as
short-term capital gain or ordinary income.

SHAREHOLDER TAXATION. Depending on the composition of a Fund's income, all
or a portion of the dividends paid by the Fund from net investment income may
qualify for the dividends received deduction allowable to certain U.S. corporate
shareholders ("dividends received deduction"). In general, dividend income of a
Fund distributed to qualifying corporate shareholders will be eligible for the
dividends received deduction only to the extent that (i) the Fund's income
consists of dividends paid by U.S. corporations and (ii) the Fund would have
been entitled to the dividends received deduction with respect to such dividend
income if the Fund were not a regulated investment company. The dividends
received deduction for qualifying corporate shareholders may be further reduced
if the shares of the Fund held by them with respect to which dividends are
received are treated as debt-financed or deemed to have been held for less than
46 days. In addition, the Code provides other limitations with respect to the
ability of a qualifying corporate shareholder to claim the dividends received
deduction in connection with holding Fund shares.

Any dividend or distribution paid shortly after an investor's purchase may
have the effect of reducing the net asset value of his shares below the cost of
his investment. Such a distribution would be a return on the investment in an
economic sense although taxable as stated above. In addition, the Code provides
that if a shareholder holds shares of a Fund for six months or less and has
received a capital gain distribution with respect to such shares, any loss
incurred on the sale of such shares will be treated as a long-term capital loss
to the extent of the capital gain distribution received.

PORTFOLIO TRANSACTIONS

Dreyfus assumes general supervision over placing orders on behalf of the
Funds for the purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made in the best judgment of Dreyfus
and in a manner deemed fair and reasonable to shareholders. The primary
consideration is prompt execution of orders at the most favorable net price.
Brokers also will be selected because of their ability to handle special
executions such as are involved in large block trades or broad distributions,
provided the primary consideration is met. Portfolio turnover may vary from year
to year, as well as within a year. High turnover rates are likely to result in
comparatively greater brokerage expenses. The overall reasonableness of
brokerage commissions paid is evaluated by Dreyfus based upon its knowledge of
available information as to the general level of commissions paid by other
institutional investors for comparable services.

Consistent with the policy of obtaining the most favorable net price,
brokerage transactions may be conducted through Dreyfus or its affiliates,
including Dreyfus Investment Services Corporation. The Board has adopted
procedures in conformity with Rule 17e-1 under the 1940 Act to ensure that all
brokerage commissions paid to Dreyfus or its affiliates are reasonable and fair.
To date, no brokerage commissions have been paid to Dreyfus or its affiliates.

For its portfolio securities transactions for the fiscal years ended
October 31, 1994, 1995 and 1996, Dreyfus S&P 500 Index Fund paid total brokerage
commissions of $111,012, $22,591 and $67,672, respectively, and Dreyfus MidCap
Index Fund paid total brokerage commissions of $24,979, $58,043 and $70,701,
respectively; no brokerage commissions were paid to the Distributor. There were
no spreads or concessions on principal transactions in fiscal 1994, 1995 and
1996.

PERFORMANCE INFORMATION

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "PERFORMANCE INFORMATION."

No performance information is available for Dreyfus Small Cap Stock Fund or
Dreyfus International Stock Fund which had not commenced operations.

Dreyfus S&P 500 Index Fund's average annual total return for the 1, 5 and
6.83 year periods ended October 31, 1996 was 23.41%, 15.02% and 13.13%,
respectively. Dreyfus MidCap Index Fund's average annual total return for the 1,
5 and 5.370 year periods ended October 31, 1996 was 16.65%, 14.01% and 14.91%,
respectively. Average annual total return is calculated by determining the
ending redeemable value of an investment purchased with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial investment,
taking the "n"th root of the quotient (where "n" is the number of years in the
period) and subtracting 1 from the result.

Dreyfus S&P 500 Index Fund's total return for the period January 2, 1990
(commencement of operations) to October 31, 1996 was 132.29%. Dreyfus MidCap
Index Fund's total return for the period June 19, 1991 (commencement of
operations) to October 31, 1996 was 110.95%. Total return is calculated by
subtracting the amount of the Fund's net asset value per share at the beginning
of a stated period from the net asset value per share at the end of the period
(after giving effect to the reinvestment of dividends and distributions during
the period), and dividing the result by the net asset value per share at the
beginning of the period.

From time to time, advertising materials for the Fund may refer to
Morningstar ratings and related analysis supporting such ratings.

INFORMATION ABOUT THE FUNDS

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUNDS' PROSPECTUS ENTITLED "GENERAL INFORMATION."

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

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company, such as the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series
shall be deemed to be affected by a matter unless it is clear that the interests
of each series in the matter are identical or that the matter does not affect
any interest of such series. However, the Rule exempts the selection of
independent accounts and the election of Board members from the separate voting
requirements of the Rule.

Each Fund will send 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 Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and dividend
disbursing agent. Under a transfer agency agreement, the Transfer Agent arranges
for the maintenance of shareholder account records for each Fund, the handling
of certain communications between shareholders and the Fund and the payment of
dividends and distributions payable by each 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, Dreyfus
S&P 500 Index Fund and Dreyfus MidCap Index Fund paid the Transfer Agent $70,303
and $15,002, respectively. Effective as of ___________, 1997, Dreyfus agreed to
pay the Funds' transfer agency fees.

Boston Safe Deposit and Trust Company (the "Custodian"), an indirect
wholly-owned subsidiary of Mellon Bank Corporation, One Boston Place, Boston,
Massachusetts 02108, acts as the custodian of each Fund's investments. Under a
custody agreement, the Custodian holds each Fund's portfolio securities and
keeps all necessary accounts and records. Effective as of _____________, 1997,
Dreyfus agreed to pay the Funds' custody fees.

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

_______________________________________ ________________, independent
accountants, have been selected as auditors of the Company.

____________________________ ______________, independent auditors, have
been selected as auditors of Dreyfus MidCap Index Fund.

<PAGE>
APPENDIX

Description of S&P A-1 Commercial Paper Ratings:

The rating A is the highest rating and is assigned by S&P to issues that
are regarded as having the greatest capacity for timely payment. Issues in this
category are delineated with the number 1, 2 or 3 to indicate the relative
degree of safety. Paper rated A-1 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.

Description of Moody's Prime-1 Commercial Paper Ratings:

The rating Prime-1 (P-1) is the highest commercial paper rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations, and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.

<PAGE>
<TABLE>
<CAPTION>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ------------------------------------------------------------------------------
Statement of Investments October 31, 1996

Shares Common Stocks--93.6% Value
-------- ------------
Basic Industries--5.5%
<S> <C> <C>
11,500 Air Products & Chemicals............. $ 690,000
13,500 Alco Standard ....................... 626,062
3,800 Armstrong World Industries........... 253,650
5,400 Avery Dennison....................... 355,725
3,100 Ball................................. 74,787
5,400 Bemis................................ 189,000
5,000 Boise Cascade........................ 155,000
2,900 Centex............................... 87,365
9,900 Champion International............... 430,650
13,300 Crown Cork & Seal.................... 638,400
25,400 Dow Chemical......................... 1,974,850
58,100 duPont (E.I.) de Nemours............. 5,388,775
8,100 Eastman Chemical..................... 427,275
3,800(a) FMC.................................. 279,775
8,700 Fluor................................ 569,850
9,500 Georgia Pacific...................... 712,500
5,600 Goodrich (B.F.)...................... 237,300
9,300 Grace (W.R.)......................... 492,900
6,600 Great Lakes Chemical................. 344,025
11,100 Hercules............................. 528,637
31,000 International Paper.................. 1,325,250
8,800 James River ......................... 277,200
29,200 Kimberly-Clark....................... 2,722,900
11,200 Louisiana Pacific ................... 233,800
5,400 Mead................................. 306,450
43,400 Minnesota Mining &
Manufacturing...................... 3,325,525
60,700 Monsanto............................. 2,405,237
14,700 Morton International................. 578,812
7,000 Nalco Chemical....................... 254,625
33,400 Occidental Petroleum................. 818,300
19,300 PPG Industries....................... 1,100,100
3,000 Potlach ............................. 128,250
16,100 Praxair.............................. 712,425
6,700 Rohm & Haas ......................... 478,210
8,900 Sherwin-Williams .................... 446,112
5,200 Sigma-Aldrich........................ 305,500
10,300 Stone Container...................... 157,075
5,700 Temple-Inland........................ 292,125
7,100 Union Camp .......................... 346,125
13,400 Union Carbide........................ 571,175
10,500 Westvaco ............................ 299,250
20,500 Weyerhaeuser......................... 940,440
5,700 Willamette Industries ............... 384,750
------------
32,866,162
------------
Capital Goods--21.0%
22,700 AMP.................................. 768,962
14,000(a) Advanced Micro Devices............... 248,500
4,700 Alexander & Alexander Services....... 71,675
17,954 Allegheny Teledyne................... 383,766
29,300 AlliedSignal......................... $ 1,919,150
12,500(a) Amdahl............................... 128,125
17,700 American Brands...................... 845,175
6,200(a) Andrew............................... 302,250
12,900 Apple Computer....................... 296,700
18,600(a) Applied Materials.................... 491,737
4,700 Autodesk............................. 107,512
30,000 Automatic Data Processing............ 1,248,750
19,500 Bay Networks......................... 394,875
36,100 Boeing............................... 3,443,037
3,000 Briggs & Stratton.................... 120,000
22,000 Browning-Ferris Industries........... 577,500
27,900 COMPAQ Computer...................... 1,942,537
7,800(a) Cabletron Systems.................... 486,525
7,500 Case................................. 348,750
20,000 Caterpillar.......................... 1,372,500
7,100(a) Ceridian............................. 352,337
4,100 Cincinnati Milacron.................. 78,412
67,000(a) Cisco Systems........................ 4,145,625
37,700 Computer Associates..................
International...................... 2,229,012
7,800(a) Computer Sciences.................... 579,150
11,200 Cooper Industries.................... 450,800
3,100 Crane................................ 144,150
38,200(a) CUC International.................... 935,900
4,100 Cummins Engine....................... 170,662
12,100 DSC Communications................... 167,887
4,100(a) Data General......................... 60,987
26,700 Deere & Co........................... 1,114,725
9,300 Dell Computer........................ 756,787
8,500 Deluxe Corp.......................... 277,312
16,100(a) Digital Equipment.................... 474,950
11,800 Dover................................ 606,225
10,000 Dow Jones & Co....................... 330,000
18,500 Dresser Industries................... 608,187
17,600 Dun & Bradstreet..................... 1,018,600
4,900 EG&G................................. 86,362
24,000(a) EMC.................................. 630,000
8,000 Eaton................................ 478,000
23,200 Emerson Electric..................... 2,064,800
23,200 First Data........................... 1,850,200
4,200 Foster Wheeler....................... 172,200
6,500 General Dynamics..................... 446,062
170,900 General Electric..................... 16,534,579
5,200 General Signal....................... 211,900
12,500 Genuine Parts........................ 546,875
3,600 Giddings & Lewis..................... 42,300
5,300 Grainger (W.W.)...................... 392,862
10,700 H&R Block............................ 264,825
4,900 Harnischfeger Industries............. 196,000

<PAGE>
<CAPTION>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ---------------------------------------------------------------
Statement of Investments (continued) October 31, 1996

Shares Common Stocks (continued) Value
-------- ------------

Capital Goods (continued)
<S> <C> <C>
4,000 Harris............................... $ 250,500
105,800 Hewlett-Packard...................... 4,668,425
13,100 Honeywell............................ 813,837
12,700 Illinois Tool Works.................. 892,175
11,300 Ingersoll-Rand....................... 470,362
54,600 International Business Machines...... 7,043,400
85,100 Intel................................ 9,350,362
4,900(a) Intergraph........................... 45,937
8,400 Interpublic Group Cos................ 407,400
4,300 Johnson Controls..................... 313,900
13,400(a) LSI Logic............................ 355,100
32,400 Laidlaw, Cl. B....................... 380,700
20,700 Lockheed Martin...................... 1,855,237
65,925 Lucent Technologies.................. 3,098,480
7,700 Mallinckrodt Group................... 334,950
7,500 Marsh & McLennan..................... 780,937
5,700 McDermott International.............. 101,175
22,300 McDonnell Douglas.................... 1,215,350
21,600 Micron Technology.................... 548,100
61,900(a) Microsoft............................ 8,495,780
61,300 Motorola............................. 2,819,800
14,300(a) National Semiconductor............... 275,275
4,900 National Service Industries.......... 169,050
26,700 Northern Telecommunications.......... 1,738,837
6,000 Northrop Grumman..................... 484,500
36,500(a) Novell............................... 337,625
67,700(a) Oracle............................... 2,864,560
5,300(a) Owens-Corning........................ 205,375
11,900 Pall................................. 304,937
7,700 Parker-Hannifin...................... 291,637
4,500 Perkin-Elmer......................... 241,312
15,400 Pitney Bowes......................... 860,475
4,600 Raychem.............................. 359,375
24,500 Raytheon............................. 1,206,625
22,600 Rockwell International............... 1,243,000
8,400 Ryder System......................... 249,900
6,000 Safety-Kleen......................... 93,750
7,900 Scientific-Atlanta................... 114,550
10,900 Seagate Technology................... 727,575
24,400 Service Corp. International.......... 695,400
2,400 Shared Medical Systems............... 115,800
17,800(a) Silicon Graphics..................... 329,300
6,300 Snap-On.............................. 202,387
9,213 Stanley Works........................ 260,267
19,100(a) Sun Microsystems..................... 1,165,100
12,200(a) Tandem Computers..................... 154,025
3,400 Tektronix............................ 133,025
9,200(a) Tellabs.............................. 783,150
19,600 Texas Instruments.................... 943,250
8,400 Textron.............................. 745,500
4,200 Thomas & Betts....................... $ 177,975
3,300 Timken............................... 147,262
17,500(a) 3COM................................. 1,183,437
2,906 TRINOVA.............................. 95,534
6,700 TRW.................................. 606,350
15,800 Tyco International................... 784,075
17,900(a) Unisys............................... 111,875
12,600 United Technologies.................. 1,622,250
50,800 WMX Technologies..................... 1,746,250
43,600 Westinghouse Electric................ 746,650
33,600 Xerox................................ 1,558,200
------------
124,234,026
------------
Consumer Cyclical--11.5%
26,100 Albertson's.......................... 897,187
7,700 American Greetings, Cl. A............ 225,706
15,100 American Stores...................... 624,762
5,300(a) Bally Entertainment.................. 159,662
9,100 Black & Decker....................... 340,112
10,200 Brunswick............................ 239,700
10,700(a) Charming Shoppes..................... 49,487
75,400 Chrysler............................. 2,535,330
10,100 Circuit City Stores.................. 330,775
24,200 Comcast, Cl. A....................... 356,950
8,700 Cooper Tire and Rubber............... 170,737
10,500 Dana Corp............................ 311,062
16,300 Darden Restaurants................... 136,512
22,400 Dayton Hudson........................ 775,600
11,700 Dillard Department Stores, Cl. A..... 371,475
70,200 Disney (Walt)........................ 4,624,425
15,900 Donnelley (R.R.) & Sons.............. 482,962
6,400 Echlin............................... 208,800
21,500(a) Federated Department Stores.......... 709,500
3,700 Fleetwood Enterprises................ 124,875
3,900 Fleming Cos.......................... 67,762
122,400 Ford Motor........................... 3,825,000
7,900(a) Fruit of the Loom, Cl. A............. 287,362
14,600 Gannett.............................. 1,107,775
29,700 Gap.................................. 861,300
14,200(a) General Instrument................... 285,775
78,200 General Motors....................... 4,213,025
6,200 Giant Food, Cl. A.................... 209,250
16,100 Goodyear Tire & Rubber............... 738,587
4,000 Great Atlantic & Pacific............. 120,000
12,800 HFS.................................. 937,600
7,600 Harcourt General..................... 378,100
3,200 Harland (John H.).................... 99,600
10,700(a) Harrah's Entertainment............... 179,225
8,900 Hasbro............................... 345,987
20,200 Hilton Hotel......................... 613,575

<PAGE>
<CAPTION>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- -----------------------------------------------------------------------
Statement of Investments (continued) October 31, 1996

Shares Common Stocks (continued) Value
-------- ------------
Consumer Cyclical (continued)
<S> <C> <C>
49,601 Home Depot........................... $ 2,715,654
12,100 ITT.................................. 508,200
12,200 ITT Industries....................... 283,650
4,000 Jostens.............................. 86,000
50,300 K mart............................... 490,425
3,900(a) King World Productions............... 140,400
9,900 Knight-Ridder........................ 370,012
13,000(a) Kroger............................... 580,125
28,000 Limited.............................. 514,500
7,600 Liz Claiborne........................ 321,100
2,100 Longs Drug Stores.................... 94,237
17,800 Lowes................................ 718,675
2,506 Luby's Cafeterias.................... 52,626
13,200 Marriott International............... 750,750
16,600 Masco................................ 520,825
28,300 Mattel............................... 817,162
25,900 May Department Stores................ 1,227,012
10,500 Maytag............................... 208,687
72,400 McDonald's........................... 3,212,750
10,300 McGraw-Hill Cos...................... 482,812
10,900 Melville............................. 406,025
3,800 Mercantile Stores.................... 188,575
2,800 Meredith............................. 140,700
10,300 Moore................................ 208,575
900 NACCO Industries, Cl. A.............. 41,625
29,600 NIKE, Cl. B.......................... 1,742,700
7,800(a) Navistar International............... 72,150
10,100 New York Times, Cl. A................ 364,862
8,400 Nordstrom............................ 302,925
4,000 PACCAR............................... 223,000
23,300 Penney (J.C.)........................ 1,223,250
6,400 Pep Boys-Manny, Moe & Jack........... 224,000
20,300(a) Price/Costco......................... 403,462
5,800 Reebok International................. 207,350
8,700 Rite Aid............................. 295,800
4,000 Russell.............................. 113,500
5,300(a) Ryan's Family Steak House............ 39,087
40,500 Sears, Roebuck & Co.................. 1,959,187
5,000(a) Shoney's............................. 36,875
2,100 Springs Industries................... 94,762
5,100 Stride Rite.......................... 42,075
7,000 Supervalu............................ 208,250
18,800 Sysco................................ 639,200
7,500 TJX Cos.............................. 300,000
6,200 Tandy................................ 233,275
67,600(a) Tele-Communications, Cl. A........... 840,775
58,900 Time Warner.......................... 2,194,030
10,700 Times Mirror, Cl. A.................. 494,875
28,300(a) Toys R Us............................ 958,662
6,300 Tribune.............................. 515,025
49,000 US West Media Group.................. $ 765,625
6,600 V.F.................................. 431,475
36,900(a) Viacom, Cl. B........................ 1,203,862
237,400 Wal-Mart Stores...................... 6,320,780
25,500 Walgreen............................. 962,625
13,300 Wendy's International................ 274,312
7,700 Whirlpool............................ 363,825
15,700 Winn-Dixie Stores.................... 523,987
13,800(a) Woolworth............................ 289,800
------------
67,892,012
------------
Consumer Staples--12.2%
2,900 Alberto-Culver, Cl. B................ 132,675
51,300 Anheuser-Busch Cos................... 1,975,050
56,470 Archer Daniels Midland............... 1,228,222
13,768 Avon Products........................ 746,914
7,100 Brown-Forman, Cl. B.................. 307,075
15,000 CPC International.................... 1,183,125
24,300 Campbell Soup........................ 1,944,000
5,300 Clorox............................... 578,362
258,000 Coca-Cola............................ 13,029,000
15,200 Colgate-Palmolive.................... 1,398,400
25,200 ConAgra.............................. 1,256,850
3,900 Coors (Adolph), Cl. B................ 76,050
34,900 Eastman Kodak........................ 2,783,275
6,700 Ecolab............................... 244,550
16,500 General Mills........................ 942,562
46,100 Gillette............................. 3,445,975
38,300 Heinz (H.J.)......................... 1,359,650
15,900 Hershey Foods........................ 769,162
11,500 International Flavors &
Fragrances......................... 475,812
137,900 Johnson & Johnson.................... 6,791,575
21,900 Kellogg.............................. 1,390,650
16,400 Newell............................... 465,350
162,100 PepsiCo.............................. 4,802,212
84,700 Philip Morris Cos.................... 7,845,337
8,500 Pioneer Hi-Bred International........ 570,562
4,700 Polaroid............................. 190,937
71,000 Procter & Gamble..................... 7,029,000
14,000 Quaker Oats.......................... 497,000
11,000 Ralston-Ralston Purina Group......... 727,375
15,500 Rubbermaid........................... 360,375
50,200 Sara Lee............................. 1,782,100
38,800 Seagram.............................. 1,469,550
6,400 Tupperware........................... 328,800
19,500 UST.................................. 563,062
16,600 Unilever, N.V........................ 2,537,730
10,900 Whitman.............................. 264,325
12,000 Wrigley, (Wm) Jr..................... 723,000
------------
72,215,649
------------

<PAGE>
<CAPTION>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ------------------------------------------------------------------
Statement of Investments (continued) October 31, 1996

Shares Common Stocks (continued) Value
-------- ------------

Energy--9.4%
<S> <C> <C>
9,600 Amerada Hess......................... $ 531,600
51,500 Amoco................................ 3,901,125
6,700 Ashland.............................. 284,750
16,600 Atlantic Richfield................... 2,199,500
15,000 Baker Hughes......................... 534,375
13,000 Burlington Resources................. 654,875
67,600 Chevron.............................. 4,444,700
10,900 Coastal.............................. 468,700
5,700 Columbia Gas System.................. 346,275
9,800 Consolidated Natural Gas............. 520,625
2,100 Eastern Enterprises.................. 80,850
26,300 Enron................................ 1,222,950
7,100 Enserch.............................. 152,650
128,500 Exxon................................ 11,388,312
12,900 Halliburton.......................... 730,462
2,600 Helmerich & Payne.................... 140,725
5,100 Kerr-McGee........................... 320,025
3,500 Louisiana Land & Exploration......... 199,062
40,800 Mobil................................ 4,763,400
5,200 Nicor................................ 181,350
14,200 Noram Energy......................... 218,325
2,800 Oneok................................ 75,250
10,800(a) Oryx Energy.......................... 207,900
8,800 Pacific Enterprises.................. 270,600
15,600 Panenergy............................ 600,600
4,800 Pennzoil............................. 244,800
3,600 Peoples Energy....................... 126,900
27,200 Phillips Petroleum................... 1,115,200
8,800(a) Rowan Cos............................ 196,900
55,500 Royal Dutch Petroleum................ 9,178,312
9,400(a) Santa Fe Energy Resources............ 133,950
25,400 Schlumberger......................... 2,517,775
8,900 Sonat................................ 438,325
7,700 Sun Company.......................... 172,287
17,700 Tenneco.............................. 876,150
27,400 Texaco............................... 2,784,525
29,800 USX-Marathon Group................... 651,875
25,810 Union Pacific Resources Group........ 709,775
25,700 Unocal............................... 941,265
5,500(a) Western Atlas........................ 381,562
10,900 Williams Cos......................... 569,525
------------
55,478,112
------------
Health Care--8.7%
8,700(a) ALZA................................. 225,112
80,800 Abbott Laboratories.................. 4,090,500
6,800 Allergan............................. 207,400
65,800 American Home Products............... 4,030,250
27,400(a) Amgen................................ 1,679,962
5,900 Bard (C.R.).......................... 166,675
5,900 Bausch & Lomb........................ 199,125
28,200 Baxter International................. $ 1,173,825
12,900 Becton, Dickinson & Co............... 561,150
10,300(a) Beverly Enterprises.................. 127,462
12,000(a) Biomet............................... 193,500
18,300(a) Boston Scientific.................... 995,062
51,900 Bristol-Myers Squibb................. 5,488,425
69,450 Columbia/HCA Healthcare.............. 2,482,837
23,800 Corning.............................. 922,250
16,800(a) Humana............................... 306,600
56,600 Lilly (Eli).......................... 3,990,300
6,500 Manor Care........................... 255,125
24,800 Medtronic............................ 1,596,500
125,900 Merck & Co........................... 9,332,337
4,500 Millipore............................ 157,500
66,500 Pfizer............................... 5,502,875
52,600 Pharmacia & Upjohn................... 1,893,600
38,300 Schering-Plough...................... 2,451,200
8,500(a) St. Jude Medical..................... 335,750
22,400(a) Tenet Healthcare..................... 467,600
6,500 U.S. Surgical........................ 272,187
19,000 United Healthcare.................... 719,625
28,100 Warner-Lambert....................... 1,787,866
------------
51,612,600
------------
Interest Sensitive--13.8%
15,579 Aetna................................ 1,041,845
11,100 Ahmanson (H.F.) & Co................. 348,262
46,000 Allstate............................. 2,581,750
49,100 American Express..................... 2,307,700
21,200 American General..................... 789,700
48,600 American International Group......... 5,279,175
11,200 Aon.................................. 646,800
45,100 Banc One............................. 1,911,112
39,900 Bank of New York..................... 1,321,687
37,300 BankAmerica.......................... 3,412,950
15,800 Bank of Boston....................... 1,011,200
8,300 Bankers Trust New York............... 701,350
20,000 Barnett Banks........................ 762,500
5,600 Beneficial........................... 327,600
16,200 Boatmens Bancshares.................. 984,150
7,900 CIGNA................................ 1,030,950
45,200 Chase Manhattan...................... 3,875,900
18,000 Chubb................................ 900,000
49,800 Citicorp............................. 4,930,200
11,900 Comerica............................. 632,187
23,000 CoreStates Financial................. 1,118,375
17,000 Dean Witter, Discover & Co........... 1,000,875
113,000 Federal National Mortgage
Association........................ 4,421,125
18,500 Federal Home Loan Mortgage........... 1,868,500
10,900 Fifth Third Bancorp.................. 682,612

Shares Common Stocks (continued) Value
-------- ------------

Interest Sensitive (continued)
<S> <C> <C>
14,600 First Bank Systems................... $ 963,600
32,800 First Chicago NBD.................... 1,672,800
28,500 First Union.......................... 2,073,375
27,200 Fleet Financial Group................ 1,356,600
8,500 General Re........................... 1,251,625
6,000 Golden West Financial................ 389,250
14,200 Great Western Financial.............. 397,600
14,200 Green Tree Financial................. 562,675
10,000 Household International.............. 885,000
12,100 ITT Hartford......................... 762,300
7,400 Jefferson Pilot...................... 420,875
4,000 Kaufman & Broad Home................. 48,000
23,800 Keycorp.............................. 1,109,675
10,800 Lincoln National..................... 523,800
11,900 Loews................................ 983,237
23,100 MBNA................................. 872,025
6,100 MGIC Investment...................... 418,612
13,500 Mellon Bank.......................... 879,187
17,500 Merrill Lynch & Co................... 1,229,375
19,300 Morgan (J.P.) & Co................... 1,667,037
15,700 Morgan Stanley Group................. 788,925
23,000 National City........................ 997,625
30,100 NationsBank.......................... 2,836,925
38,400 Norwest.............................. 1,684,800
35,300 PNC Bank............................. 1,279,625
9,700 Providian............................ 455,900
2,600 Pulte................................ 68,900
5,700 Republic New York.................... 434,625
13,000 Safeco............................... 490,750
10,900 Salomon.............................. 491,862
8,700 St. Paul Cos......................... 473,062
23,100 SunTrust Banks....................... 1,077,037
7,400 Torchmark............................ 357,975
6,800 Transamerica......................... 515,950
49,700 Travelers Group...................... 2,696,225
7,600 UNUM................................. 477,850
12,200 USF&G................................ 231,800
3,600 USLife............................... 112,500
16,000 U.S. Bancorp......................... 640,000
17,300 Wachovia............................. 929,875
9,700 Wells Fargo.......................... 2,591,119
------------
81,988,483
------------
Mining and Metals--1.4%
11,000(a) ARMCO................................ 41,250
4,400 ASARCO............................... 115,500
23,400 Alcan Aluminium...................... 769,275
18,000 Aluminum Co. of America.............. 1,055,250
37,000 Barrick Gold......................... 966,625
23,300 Battle Mountain Gold................. 177,662
11,500(a) Bethlehem Steel...................... 93,437
9,600 Cyprus Amax Minerals................. $ 217,200
14,400 Echo Bay Mines....................... 112,500
14,900 Engelhard............................ 271,925
20,200 Freeport-McMoRan Copper,
Cl. B.............................. 613,575
15,200 Homestake Mining..................... 216,600
17,400 Inco................................. 552,450
5,000 Inland Steel Industries.............. 80,625
10,300 Newmont Mining....................... 476,375
9,100 Nucor................................ 431,113
6,800 Phelps Dodge......................... 427,550
24,800 Placer Dome.......................... 595,200
6,600 Reynolds Metals...................... 371,250
13,600 Santa Fe Pacific Gold................ 161,500
8,700 USX-U.S. Steel....................... 237,075
9,400 Worthington Industries............... 195,050
------------
8,178,987
------------
Transportation--1.4%
9,400(a) AMR.................................. 789,600
15,800 Burlington Northern Santa Fe......... 1,301,525
21,900 CSX.................................. 944,437
4,100 Caliber System....................... 69,187
8,400 Conrail.............................. 799,050
4,600 Consolidated Freightways............. 110,400
8,200 Delta Air Lines...................... 581,175
5,900(a) Federal Express...................... 474,950
13,000 Norfolk Southern..................... 1,158,625
15,000 Southwest Airlines................... 337,500
6,600(a) USAir Group.......................... 114,675
25,200 Union Pacific........................ 1,414,350
2,900(a) Yellow............................... 37,882
------------
8,133,356
------------
Utilities--8.7%
19,600 ALLTEL............................... 597,800
166,900 AT&T................................. 5,820,637
51,600(a) Airtouch Communications.............. 1,348,050
19,400 American Electric Power.............. 805,100
56,900 Ameritech............................ 3,115,275
15,300 Baltimore Gas & Electric............. 416,925
45,300 Bell Allantic........................ 2,729,325
102,900 BellSouth............................ 4,193,175
15,700 Carolina Power & Light............... 567,166
21,700 Central & Southwest.................. 575,050
16,300 CINergy.............................. 539,937
24,300 Consolidated Edison.................. 710,775
15,000 DTE Energy........................... 451,875
18,400 Dominion Resources................... 694,600
21,000 Duke Power........................... 1,026,375
45,400 Edison International................. 896,650

<PAGE>
<CAPTION>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- -----------------------------------------------------------
Statement of Investments (continued) October 31, 1996

Shares Common Stocks (continued) Value
-------- ------------
Utilities (continued)
<S> <C> <C>
23,600 Entergy.............................. $ 660,800
19,000 FPL Group............................ 874,000
12,500 GPU.................................. 410,937
100,200 GTE.................................. 4,220,925
26,000 Houston Industries................... 594,750
71,200 MCI Communications................... 1,788,900
45,400 NYNEX................................ 2,020,300
14,900 Niagara Mohawk Power................. 126,650
7,100 Northern States Power................ 333,700
15,800 Ohio Edison.......................... 329,825
23,000 PECO Energy.......................... 580,750
16,700 PP&L Resources....................... 390,362
43,000 Pacific Gas & Electric............... 1,010,500
44,300 Pacific Telesis Group................ 1,506,200
30,400 PacifiCorp........................... 642,200
25,300 Public Service Enterprise Group...... 679,937
63,100 SBC Communications................... 3,068,237
69,700 Southern............................. 1,542,112
44,600 Sprint............................... 1,750,550
23,200 Texas Utilities...................... 939,600
49,400 US West.............................. 1,500,525
22,300 UniCom............................... 579,800
10,600 Union Electric....................... 409,425
40,200(a) WorldCom............................. 979,875
------------
51,429,575
------------
TOTAL COMMON STOCKS
(cost $409,363,085)................ $554,028,962
------------
------------
Principal SHORT-TERM
Amount INVESTMENTS--6.4% Value
---------- ------------
U.S.Treasury Bills:
$11,809,000(b) 5.15%, 11/14/1996.................... $ 11,788,334
4,340,000 5.11%, 11/21/1996.................... 4,328,325
5,379,000 5.06%, 12/12/1996.................... 5,348,340
3,010,000 5.22%, 1/2/1997...................... 2,984,385
5,254,000 4.89%, 1/9/1997...................... 5,203,930
6,211,000 5.36%, 1/16/1997..................... 6,145,412
1,123,000 5.30%, 1/23/1997..................... 1,110,052
933,000 5.34%, 1/30/1997..................... 921,300
------------
TOTAL SHORT-TERM
INVESTMENTS
(cost $37,830,467)................. $ 37,830,078
------------
------------
TOTAL INVESTMENTS
(cost $447,193,552).................................100.0% $591,859,040
------ ------------
------ ------------
LIABILITIES LESS CASH AND
RECEIVABLES...........................................0.0% $ (228,354)
------ ------------
------ ------------
NET ASSETS............................................100.0% $591,630,686
------ ------------
------ ------------
</TABLE>
Notes to Statement of Investments:
- ----------------------------------------------------------
(a) Non-income producing.
(b) Partially held by the custodian in a segregated account as collateral for
open financial future positions.

<PAGE>
Statement of Financial Futures October 31, 1996

Financial Futures Purchased;
- ----------------------------
<TABLE>
<CAPTION>
Market Value Unrealized
Number of Covered Appreciation
Issuer Contracts by Contracts Expiration at 10/31/96
- ------ --------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Standard & Poor's 500 110 $39,030,750 December '96 $683,475
--------
--------
</TABLE>
See notes to financial statements.

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ----------------------------------------------------------------------
Statement of Assets and Liabilities October 31, 1996

Cost Value
------------ ------------
<S> <C> <C> <C>
ASSETS: Investments in securities--See Statement of Investments........... $447,193,552 $591,859,040
Cash.............................................................. 1,008,677
Dividends receivable.............................................. 756,794
Receivable for futures variation margin--Note 4(a)................ 374,050
Receivable for investment securities sold......................... 27,863
Prepaid expenses.................................................. 34,179
------------
594,060,603
------------
LIABILITIES: Due to The Dreyfus Corporation and affiliates..................... 224,874
Payable for Common Stock redeemed................................. 2,057,520
Accrued expenses.................................................. 147,523
------------
2,429,917
------------
NET ASSETS.......................................................................... $591,630,686
------------
------------
REPRESENTED BY: Paid-in capital................................................... $423,335,774
Accumulated undistributed investment income--net.................. 7,475,536
Accumulated net realized gain (loss) on investments............... 15,470,413
Accumulated gross unrealized appreciation (depreciation)
on investments (including $683,475 net unrealized
appreciation on financial futures)--Note 4(b)................... 145,348,963
------------
NET ASSETS.......................................................................... $591,630,686
------------
------------
SHARES OUTSTANDING
(200 million shares of $.001 par value Common Stock authorized)..................... 26,817,475

NET ASSET VALUE, offering and redemption price per share............................ $22.06
------
------

</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ------------------------------------------------------------------------------
Statement of Operations Year Ended October 31, 1996

<TABLE>

INVESTMENT INCOME

<S> <C> <C> <C>
INCOME: Cash dividends (net of $60,905 foreign taxes withheld
at source)......................................................... $ 9,780,073
Interest............................................................. 1,626,652
-----------
Total Income................................................... $11,406,725

EXPENSES: Management fee--Note 3(a)............................................ 1,362,926
Shareholder servicing costs--Note 3(b)............................... 1,022,106
Registration fees.................................................... 90,412
Professional fees.................................................... 67,612
Prospectus and shareholders' reports................................. 53,506
Directors' fees and expenses--Note 3(c).............................. 33,735
Custodian fees....................................................... 4,161
Miscellaneous........................................................ 4,520
-----------
Total Expenses................................................. 2,638,978
-----------
INVESTMENT INCOME--NET............................................................... 8,767,747
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--Note 4

Net realized gain (loss) on investments.............................. $11,890,436
Net realized gain (loss) on financial futures........................ 6,172,657
-----------
Net Realized Gain (Loss)....................................... 18,063,093
Net unrealized appreciation (depreciation) on investments
(including $710,875 net unrealized appreciation on
financial futures)--Note 4(b)...................................... 67,183,468
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS............................... 85,246,561
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................. $94,014,308
-----------
-----------

</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ----------------------------------------------------------------------------
Statement of Changes in Net Assets

Year Ended Year Ended
October 31, 1996 October 31, 1995
---------------- ----------------
<S> <C> <C>
OPERATIONS:
Investment income--net................................................. $ 8,767,747 $ 6,157,690
Net realized gain (loss) on investments................................ 18,063,093 4,310,640
Net unrealized appreciation (depreciation) on investments.............. 67,183,468 54,324,576
------------- -------------
Net Increase (Decrease) in Net Assets Resulting from Operations...... 94,014,308 64,792,906
------------- -------------
DIVIDENDS TO SHAREHOLDERS FROM:

Investment income--net:................................................ (6,205,887) (6,077,935)
Net realized gain on investments....................................... (4,169,581) (19,477,910)
------------- -------------
Total Dividends...................................................... (10,375,468) (25,555,845)
------------- -------------
CAPITAL SHARE TRANSACTIONS:
Net proceeds from shares sold:......................................... 307,525,173 142,531,859
Dividends reinvested................................................... 9,406,794 22,101,817
Cost of shares redeemed................................................ (145,087,307) (112,925,618)
------------- -------------
Increase (Decrease) in Net Assets from Capital Stock Transactions.... 171,844,660 51,708,058
------------- -------------
Total Increase (Decrease) in Net Assets............................ 255,483,500 90,945,119

NET ASSETS:
Beginning of Period.................................................... 336,147,186 245,202,067
------------- -------------
End of Period.......................................................... $591,630,686 $336,147,186
------------- -------------
------------- -------------
Undistributed investment income--net..................................... $ 7,475,536 $ 4,913,676
------------- -------------

CAPITAL SHARE TRANSACTIONS: Shares Shares
------------- -------------

Shares sold:........................................................... 15,194,675 8,633,225
Shares issued for dividends reinvested................................. 496,663 1,546,663
Shares redeemed........................................................ (7,162,184) (6,829,736)
------------- -------------
Net Increase (Decrease) in Shares Outstanding........................ 8,529,154 3,350,152
------------- -------------
------------- -------------
</TABLE>

See notes to financial statements.
<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.--See Note 1
- -------------------------------------------------------------------------------
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 period indicated. This information has
been derived from information provided in the Fund's financial statements.

Year Ended October 31,
-----------------------------------------------------
PER SHARE DATA: 1996 1995 1994 1993 1992
----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.................... $18.38 $16.41 $16.88 $15.16 $14.16
------ ------ ------ ------ ------
Investment Operations:

Investment income--net................................... .33 .36 .39 .30 .41
Net realized and unrealized gain (loss)
on investments......................................... 3.89 3.36 .11 1.86 .97
------ ------ ------ ------ ------
Total from Investment Operations......................... 4.22 3.72 .50 2.16 1.38
------ ------ ------ ------ ------
Distributions:

Dividends from investment income--net.................... (.32) (.42) (.31) (.40) (.38)
Dividends from net realized gain on investments.......... (.22) (1.33) (.66) (.04) --
------ ------ ------ ------ ------
Total Distributions...................................... (.54) (1.75) (.97) (.44) (.38)
------ ------ ------ ------ ------
Net asset value, end of period........................... $22.06 $18.38 $16.41 $16.88 $15.16
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL INVESTMENT RETURN.................................... 23.41% 25.68% 3.14% 14.49% 9.90%

RATIOS/SUPPLEMENTAL DATA:

Ratio of expenses to average net assets.................. .57% .55% .61% .39% --
Ratio of net investment income
to average net assets.................................. 1.90% 2.75% 2.26% 2.36% 3.04%
Decrease reflected in above expense ratios
due to undertakings by WFNIA and Dreyfus............... -- -- .03% .14% .65%
Portfolio Turnover Rate.................................. 5.22% 3.66% 18.81% 3.77% 3.10%
Average commission rate paid*............................ $.0297 -- -- -- --
Net Assets, end of period (000's Omitted)................ $591,631 $336,147 $245,202 $281,403 $92,598

- ---------------------
*For fiscal years beginning November 1, 1995, the Fund is required to
disclose its average commission rate paid per share for purchases and
sales of investment securities.

</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--See Note 1
- ---------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

NOTE 1--Significant Accounting Policies:

Dreyfus S&P 500 Index Fund (the "Fund") is registered under the
Investment Company Act of 1940 ("Act") as a non-diversified open-end management
investment company. The Fund's investment objective is to provide investment
results that correspond to the price and yield performance of publicly-traded
common stocks in the aggregate, as represented by the Standard & Poor's 500
Composite Stock Price Index. Effective November 13, 1995, The Dreyfus
Corporation ("Dreyfus") serves as the Fund's manager and Mellon Equity
Associates ("Mellon Equity"), an affiliate of Dreyfus, serves as the Fund's
index manager. Effective November 13, 1995, Boston Safe Deposit and Trust
Company, an affiliate of Dreyfus, became the Fund's custodian. Dreyfus 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.

Prior to November 13, 1995, Wells Fargo Nikko Investment Advisors
("WFNIA") served as the Fund's index manager. In addition, Wells Fargo
Institutional Trust Company, N.A. ("WFITC"), an affiliate of WFNIA, was the
custodian of the Fund's investments. Dreyfus served as the Fund's
administrator.

Effective November 13, 1995, the Fund changed its name from "Peoples
Index Fund, Inc." to "Dreyfus S&P 500 Index Fund".

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

(a) Portfolio valuation: Investments in securities (including financial
futures) are valued at the last sales price on the securities exchange on which
such securities are primarily traded or at the last sales price on the national
securities market. Securities not listed on an exchange or the national
securities market, or securities for which there were no transactions, are
valued at the average of the most recent bid and asked prices. Bid price is
used when no asked price is available.

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

(c) Dividends to shareholders: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net are declared and paid annually.
Dividends from net realized capital gain 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,
if any, it is the policy of the Fund not to distribute such gain.

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

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--see Note 1
- --------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2--Bank Line of Credit:

The Fund participates with other Dreyfus-managed funds in a $100 million
unsecured line of credit primarily to be utilized for temporary or emergency
purposes, including the financing of redemptions. Interest is charged to the
Fund at rates which are related to the Federal Funds rate in effect at the time
of borrowings. For the period ended October 31, 1996, the Fund did not borrow
under the line of credit.

NOTE 3--Management Fee and Other Transactions With Affiliates:

(a) Effective November 13, 1995, pursuant to a Management Agreement with
Dreyfus, the management fee is computed at the annual rate of .295 of 1% of the
value of the Fund's average daily net assets, and is payable monthly. Dreyfus
has agreed to pay Mellon Equity a monthly fee at the annual rate of .095 of 1%
of the value of the Fund's average daily net assets. Prior to November 13,
1995, the Fund had an Index Management Agreement with WFNIA and an
Administration Agreement with Dreyfus, whereby WFNIA and Dreyfus received
annual fees of .10 of 1% and .20 of 1%, respectively, of the value of the
Fund's average daily net assets. The Management Agreement further provides that
if in any full fiscal year the aggregate expenses of the Fund, exclusive of
interest, taxes, brokerage and extraordinary expenses, exceed the expense
limitation of any state having jurisdiction over the Fund, the Fund may deduct
from the fees to be paid to Dreyfus, or Dreyfus may deduct from the fees paid
to Mellon Equity or Dreyfus and Mellon Equity will bear, in the same proportion
as in the agreement, 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 21/2% of the
first $30 million, 2% of the next $70 million, and 11/2% of the excess over
$100 million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. There was no expense reimbursement for the
year ended October 31, 1996.

However, Dreyfus has undertaken from November 6, 1996, that if the Fund's
aggregate expenses (exclusive of certain expenses as described above) exceed
.50 of 1% of the Fund's average daily net assets, the Fund may deduct from the
management fee payable to Dreyfus to the extent of such excess.

In addition, for the period from November 1, 1995 through November 13,
1995 WFITC earned $4,161 for custodian services provided to the Fund.

(b) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, 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
$851,214 pursuant to the Shareholder Services Plan.

Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. Such compensation amounted to $70,303 during the period ended October
31, 1996.

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--see Note 1
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

(c) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $2,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.

(d) A 1% redemption fee is charged on certain redemptions of Fund shares
where the redemption occurs within the initial six-month period following the
opening of the account. During the period ended October 31, 1996, redemption
fees amounted to $12,975.

NOTE 4--Securities Transactions:

(a) The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the period ended October 31, 1996
amounted to $173,674,512 and $22,427,505, respectively.

The Fund may invest in financial futures contracts in order to gain
exposure to or protect against changes in the market. The Fund is exposed to
market risk as a result of changes in the value of the underlying financial
instruments (see the Statement of Financial Futures). Investments in financial
futures require the Fund to "mark to market" on a daily basis, which reflects
the change in the market value of the contract at the close of each day's
trading. Accordingly, variation margin payments are received or made to reflect
daily unrealized gains or losses. When the contracts are closed, the Fund
recognizes a realized gain or loss. These investments require initial margin
deposits with a custodian, which consist of cash or cash equivalents, up to
approximately 10% of the contract amount. The amount of these deposits is
determined by the exchange or Board of Trade on which the contract is traded
and is subject to change. Contracts open as of October 31, 1996 and their
related unrealized market appreciation are set forth in the Statement of
Financial Futures.

(b) At October 31, 1996, accumulated net unrealized appreciation on
investments and financial futures was $145,348,963, consisting of $152,453,934
gross unrealized appreciation and $7,104,971 gross unrealized depreciation.

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).

<PAGE>
Dreyfus S&P 500 Index Fund
(formerly Peoples Index Fund, Inc.)--see Note 1
- --------------------------------------------------------------------

To the Shareholders and Board of Directors of
Dreyfus S&P 500 Index Fund

We have audited the accompanying statement of assets and liabilities of
Dreyfus S&P 500 Index Fund (the "Fund"), including the statements of
investments and financial futures, as of October 31, 1996, and the related
statements of operations for the year then ended, the changes in net assets for
each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended. 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 and brokers. 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 S&P 500 Index Fund at October 31, 1996, the results of its
operations, the changes in its net assets and the financial highlights for the
periods referred to above, in conformity with generally accepted accounting
principles.

________________________

New York, New York
December 13, 1996
<PAGE>

Dreyfus MidCap Index Fund
(formerly Peoples S&P MidCap Index Fund, Inc.)--see Note 1
- ------------------------------------------------------------------------------
Statement of Investments October 31, 1996

Shares Common Stocks--93.4% Value
------- ------------
Basic Industries--6.8%
14,200 Albemarle......................... $ 228,975
6,904 Betz Laboratories................. 362,460
9,410 Bowater........................... 332,878
17,900 Cabot ............................ 431,837
10,089 Calgon Carbon .................... 100,890
5,833 CalMat ........................... 108,639
5,891 Chesapeake ....................... 166,420
23,833 Clayton Homes .................... 402,181
11,221 Consolidated Papers .............. 562,452
17,976 Crompton & Knowles ............... 323,568
5,943 Dexter ........................... 184,233
29,700 Ethyl ............................ 245,025
6,653 Ferro ............................ 179,631
3,542 Fuller (H.B.) .................... 147,878
8,351 GenCorp .......................... 137,791
9,179 Georgia Gulf ..................... 247,833
10,700 Glatfelter (P.H.) ................ 203,300
4,550 Granite Construction ............. 87,587
13,102 Hanna (M.A.) ..................... 278,417
23,022 IMC Global ....................... 863,337
6,421(a) Jacobs Engineering Group ......... 142,064
11,246 Lawter International ............. 132,140
8,018 Loctite .......................... 470,055
12,936 Longview Fibre ................... 224,763
15,288 Lubrizol ......................... 454,818
20,038 Lyondell Petrochemical ........... 425,807
5,700 Minerals Technologies ............ 223,725
1,917 NCH .............................. 106,872
12,540 Olin ............................. 532,950
19,411 RPM .............................. 325,134
7,400 Rayonier ......................... 293,225
9,425 Schulman (A.) .................... 199,103
10,612(a) Sealed Air ....................... 412,541
22,830 Sonoco Products .................. 607,848
4,341 Southdown ........................ 118,834
8,700 Vulcan Materials ................. 528,525
9,213 Wausau Paper Mills ............... 177,350
8,361 Wellman .......................... 148,407
14,216 Witco ............................ 440,696
------------
11,560,189
------------
Capital Goods--24.8%
16,256 ADC Telecommunications ........... 1,111,504
8,222 AMETEK ........................... 163,412
11,182(a) AST Research ..................... 51,716
18,209 Adobe Systems .................... 630,486
3,487 Alaska Air Group ................. 76,714
7,561 Albany International, Cl. A ...... 170,122
10,952 Altera ........................... 679,024
22,700(a) America Online ................... 615,737
23,500(a) American Power Conversion ........ 502,312

Capital Goods (continued)
19,400 American Water Works ............. $ 395,275
29,120(a) Analog Devices ................... 757,120
12,731(a) Arrow Electronics ................ 606,313
24,500(a) Atmel ............................ 621,687
10,904 Avnet ............................ 549,289
12,510(a) BMC Software ..................... 1,038,330
7,711(a) Borland International............. 39,036
19,505(a) Cadence Design System ............ 711,932
11,810 Cintas ........................... 687,932
15,928(a) Cirrus Logic ..................... 302,632
12,559 Comdisco ......................... 375,200
10,600(a) Compuware ........................ 559,150
12,036 Comsat ........................... 282,846
19,918(a) Cypress Semiconductor ............ 214,118
14,602 Danaher .......................... 596,856
11,534 Diebold .......................... 663,205
6,404 Donaldson ........................ 187,317
6,115 Duriron .......................... 163,576
13,200(a) Electronic Arts .................. 495,000
38,310 Equifax .......................... 1,139,722
5,484(a) Exabyte .......................... 72,663
11,413 Federal Signal ................... 293,884
11,300(a) Fiserv ........................... 433,637
7,688 Flightsafety International ....... 379,595
10,700 GTECH Holdings ................... 315,650
5,294 Goulds Pumps ..................... 122,423
6,273 Harsco ........................... 400,687
8,730(a) HealthCare COMPARE ............... 384,120
16,480 Hubbell .......................... 673,620
10,500 Imation .......................... 287,437
6,909 Information Resources............. 87,226
36,800(a) Informix ......................... 816,500
19,400(a) Intergrated Device Technology .... 160,050
9,596 Kansas City Southern Industries .. 451,012
4,144 Kaydon ........................... 168,868
9,485 Kelly Services, Cl. A ............ 265,580
6,700 Kennametal ....................... 227,800
8,879 Keystone International ........... 159,822
2,893 Lawson Products .................. 61,476
18,740 Linear Technology ................ 627,790
11,900(a) Litton Industries ................ 534,012
6,226(a) MagneTek.......................... 69,264
20,300 Manpower ......................... 576,012
15,783 Mark IV Industries ............... 341,307
15,100(a) Maxim Integrated Products ........ 528,500
3,955 Measurex ......................... 101,841
17,800(a) Medaphis ......................... 157,975
15,509(a) Mentor Graphics .................. 131,826
7,420 Modine Manufacturing ............. 183,645
25,213 Molex ............................ 907,668
4,568 Nordson .......................... 251,240

<PAGE>

Shares Common Stocks (continued) Value
------- ------------
Capital Goods (continued)
12,680(a) Octel Communications ............. $ 201,295
12,400 Ogden ............................ 224,750
19,350 Olsten ........................... 387,000
19,998 Omnicom Group .................... 994,900
8,680 PHH .............................. 258,230
31,768(a) Parametric Technology ............ 1,552,685
17,168 Paychex .......................... 978,576
9,340 Pentair .......................... 235,835
10,400 Pittston Brinks .................. 296,400
4,677(a) Policy Management Systems ........ 168,372
5,123 Precision Castparts .............. 239,500
15,353(a) Quantum .......................... 310,898
5,449(a) Rohr Industries .................. 100,806
9,005(a) Rollins .......................... 172,220
18,621 Sensormatic Electronics .......... 304,918
2,436(a) Sequa, Cl. A ..................... 101,703
8,282(a) Sequent Computer Systems ......... 122,677
13,400(a) Solectron ........................ 716,900
14,018 Sotheby's Holdings, Cl. A ........ 238,306
18,711(a) Sterling Commerce ................ 526,247
8,326 Stewart & Stevenson Services ..... 176,927
13,413(a) Storage Technology ............... 571,729
6,494(a) Stratus Computer ................. 145,303
8,166(a) Structural Dynamics Research ..... 144,946
15,426 Sundstrand ....................... 620,896
13,576(a) Symantec ......................... 147,639
6,516(a) Symbol Technologies .............. 292,405
5,500 Tecumseh Products, Cl. A ......... 309,375
4,400 Teleflex ......................... 211,750
20,944(a) Teradyne ......................... 332,486
35,092 Thermo Electron .................. 1,280,858
4,571 Thiokol .......................... 191,410
10,451 Trinity Industries ............... 361,865
21,300 U.S. Robotics .................... 1,339,237
32,500 USA Waste Service ................ 1,040,000
7,738 Varian Associates ................ 349,177
6,303(a) VeriFone ......................... 211,938
24,300 Viad ............................. 352,350
15,350(a) Vishay Intertechnology ........... 276,300
7,182 Watts Industries, Cl. A .......... 149,924
18,066(a) Xilinx ........................... 591,661
10,850 York International ............... 524,868
------------
42,315,955
------------
Consumer Cyclical--14.2%
5,800(a) Ann Taylor Stores ................ 105,125
5,568 Arvin Industries ................. 127,368
7,786 Banta ............................ 164,479
17,100(a) Bed Bath & Beyond ................ 431,775
11,232 Belo (A.H.), Cl. A ............... 438,048
10,800(a) Best Buy ......................... 176,850

Consumer Cyclical (continued)
10,544 Bob Evans Farms .................. $ 131,800
19,871(a) Brinker International ............ 337,807
7,800(a) Buffets........................... 86,775
15,700(a) Burlington Industries ............ 178,587
18,200 Callaway Golf .................... 557,375
3,816 Carlilse Companies ............... 217,035
7,559(a) Chris-Craft Industries ........... 297,635
26,073(a) Circus Circus Enterprises ........ 899,518
11,952 Claire's Stores .................. 203,184
13,400 Consolidated Stores .............. 517,575
15,325 Cracker Barrel Old Country
Store .......................... 312,246
4,100 Cross (A.T.), Cl. A .............. 46,637
18,172 Dollar General ................... 504,273
6,812 Duty Free International .......... 108,992
4,161 Ennis Business Forms.............. 45,771
14,190 Family Dollar Stores ............. 241,230
9,500 Fastenal ......................... 439,375
8,817 Federal-Mogul .................... 197,280
11,600 Fingerhut ........................ 172,550
4,024 Gibson Greetings.................. 62,875
5,297 Golden Books Family
Entertainment................... 58,929
7,561 HON Industries ................... 264,635
5,419 Hancock Fabrics .................. 46,061
10,600 Hannaford Brothers ............... 319,325
18,912 Harley-Davidson .................. 853,404
12,170 Heilig-Meyers .................... 158,210
22,740(a) Home Shopping Network ............ 230,242
3,603 Houghton Mifflin ................. 178,798
8,684 Intelligent Electronics........... 77,070
31,376 International Game Technology .... 662,818
5,583(a) International Dairy Queen, Cl. A.. 107,472
13,200(a) Jones Apparel Group .............. 412,500
18,500(a) Kohl's ........................... 666,000
8,348(a) Lands' End ....................... 179,482
11,800 Lee Enterprises .................. 269,925
22,696 Leggett & Platt .................. 678,043
10,400(a) Lone Star Steakhouse/Saloon ...... 266,500
6,345(a) MacFrugals Bargains Closeouts .... 154,659
6,600 Media General, Cl. A ............. 196,350
7,600 Meyer (Fred) ..................... 266,950
8,500(a) Micro Warehouse .................. 195,500
6,265 Miller (Herman) .................. 270,178
46,150(a) Mirage Resorts ................... 1,015,311
1,804 National Presto Industries........ 67,650
8,900(a) Nine West Group .................. 443,887
5,188 OEA .............................. 195,847
39,268 Office Depot ..................... 770,634
31,500(a) OfficeMax ........................ 425,250

<PAGE>

Shares Common Stocks (continued) Value
------- ------------
Consumer Cyclical (continued)
12,000(a) Outback Steakhouse ............... $ 278,250
10,100 Payless ShoeSource ............... 342,137
12,842 Promus Hotel ..................... 407,733
20,352 Reynolds & Reynolds, Cl. A ....... 536,784
11,600 Ruddick .......................... 150,800
5,100 Sbarro ........................... 134,512
4,000(a) Scholastic ....................... 293,000
24,944(a) Service Merchandise .............. 146,546
33,932 Shaw Industreis .................. 398,701
7,207 Standard Register ................ 187,382
41,693(a) Staples .......................... 776,532
7,200 Superior Industries International. 175,500
6,248 TCA Cable TV ..................... 167,134
9,338 Tiffany & Co...................... 345,506
11,773(a) Topps............................. 44,884
16,237 Unifi ............................ 505,376
21,800(a) Viking Office Products ........... 634,925
10,915(a) Vons ............................. 604,418
8,307(a) Waban ............................ 217,020
11,414 Wallace Computer Services ........ 335,286
13,000 Warnaco Group, Cl. A ............. 323,375
2,769 Washington Post, Cl. B ........... 911,001
------------
24,350,597
------------
Consumer Staples--4.6%
3,515 CPI .............................. 66,785
4,888 Church & Dwight .................. 105,092
31,436 Coca-Cola Enterprises ............ 1,339,964
10,077 Dean Foods ....................... 292,233
23,700 Dial ............................. 325,875
15,043 Dole Food ........................ 586,677
3,314 Dreyers Grand Ice Cream .......... 85,335
11,216 First Brands ..................... 318,254
14,517 Flowers Industries ............... 339,334
23,700 IBP .............................. 592,500
4,477 International Multifoods ......... 68,274
7,433 Lancaster Colony ................. 278,737
7,545 Lance ............................ 132,037
20,336 McCormick & Co.................... 490,606
4,871 Michael Foods..................... 60,887
17,100(a) Revco D.S......................... 515,137
6,581 Savannah Food & Industries ....... 105,296
7,320 Smucker (J.M.), Cl. A ............ 120,780
4,578 Stanhome ......................... 121,317
9,191 Tambrands ........................ 391,766
36,344 Tyson Foods, Cl. A................ 1,072,148
8,766 Universal ........................ 238,873
6,464 Universal Foods .................. 228,664
------------
7,876,571
------------

Energy--7.7%
13,862 AGL Resources .................... $ 291,102
16,100 Airgas ........................... 364,262
14,781 Anadarko Petroleum ............... 940,441
22,436 Apache ........................... 796,478
9,185(a) BJ Services ...................... 412,176
12,394 Brooklyn Union Gas ............... 359,426
7,348 Diamond Shamrock ................. 215,847
17,200(a) ENSCO International .............. 743,900
8,900 El Paso Natural Gas .............. 431,650
42,000(a) Global Marine .................... 771,757
5,594 Indiana Energy ................... 137,053
14,460 MAPCO ............................ 450,067
16,780 MCN .............................. 461,450
11,282 Murphy Oil ....................... 557,048
21,400(a) Nabors Industries ................ 355,775
9,437 National Fuel Gas ................ 351,528
12,577 Noble Affiliates ................. 547,099
8,900 Parker & Parsley Petroleum ....... 255,875
16,337(a) Parker Drilling .................. 138,864
8,986 Quaker State ..................... 150,515
10,248 Questar .......................... 368,928
24,682 Ranger Oil ....................... 185,115
15,420(a) Seagull Energy ................... 333,457
10,010(a) Smith International .............. 380,380
15,605 Tidewater ........................ 682,718
10,923 Tosco ............................ 613,053
12,900 Transocean Offshore .............. 815,925
10,976 Valero Energy .................... 260,680
7,565(a) Varco International .............. 149,408
10,860 Washington Gas Light ............. 242,992
12,841(a) Weatherford International ........ 372,389
------------
13,137,358
------------
Health Care--7.9%
6,695(a) Acuson ........................... 141,431
3,534(a) Advanced Technology
Labratories .................... 107,787
12,700(a) Apria Healthcare Group ........... 242,887
7,112 Beckman Instruments .............. 261,366
10,031 Bergen Brunswig, Cl.A ............ 314,722
8,926(a) Biogen ........................... 664,987
15,928 Cardinal Health .................. 1,250,348
11,651 Carter-Wallace ................... 180,590
16,897(a) Centocor ......................... 496,349
42,380(a) Chiron ........................... 969,442
6,700 DENTSPLY International ........... 282,237
4,019(a) Datascope......................... 68,323
3,371 Diagnostic Products .............. 100,287
10,454(a) FHP International ................ 356,742
11,200(a) Forest Laboratories, Cl. A ....... 431,200

<PAGE>

Dreyfus MidCap Index Fund
- -----------------------------------------------------------------------------
(formerly Peoples S&P MidCap Index Fund, Inc.)--see Note 1
Statement of Investments (continued) October 31, 1996

Shares Common Stocks (continued) Value
------- ------------
Health Care (continued)
14,700(a) Foundation Health ................ $ 439,162
16,858(a) Genzyme .......................... 387,734
38,739(a) HealthSouth ...................... 1,452,720
11,600(a) HealthCare & Retirement .......... 285,650
16,400(a) Healthsource ..................... 200,900
13,015(a) Horizon/CMS Healthcare ........... 135,030
30,250 IVAX Corporation ................. 499,125
30,832(a) Laboratory Corp of America
Holdings ....................... 104,058
10,800 McKesson ......................... 537,300
30,498 Mylan Laboratories ............... 461,282
14,330(a) Nellcor .......................... 279,435
15,048(a) NovaCare ......................... 124,146
7,761(a) PacifiCare Health Systems, Cl. B.. 545,210
19,300(a) Perrigo .......................... 183,350
5,900(a) Scherer (R.P.) ................... 273,612
24,250 Stryker .......................... 721,437
13,538(a) Value Health ..................... 235,222
17,600(a) Vencor ........................... 521,400
9,200(a) Watson Pharmaceutical ............ 307,050
------------
13,562,521
------------
Interest Sensitive--13.5%
35,134 AFLAC ............................ 1,409,751
15,259 American Financial ............... 547,416
10,285 Bancorp Hawaii ................... 407,543
30,154 Bear Streans Companies ........... 712,388
14,988 Central Fidelity Banks ........... 380,320
10,957 City National .................... 191,747
10,745 Crestar Financial ................ 660,817
7,654 Dauphin Deposit .................. 250,668
15,883 Edwards (A.G.) ................... 474,504
15,410 First of America Bank ............ 837,918
18,859 First Security ................... 553,983
16,872 First Tennessee National ......... 613,719
8,406 First Virginia Banks ............. 376,168
18,400 Firstar .......................... 901,600
20,108 Franklin Resources ............... 1,417,625
5,096 Hartford Steam Boiler Inspection
& Insurance .................... 219,765
30,600 Hibernia, Cl. A .................. 340,425
23,191 Marshall & Iisley ................ 745,010
15,731 Mercantile Bancorporation ........ 780,650
11,934 Mercantile Bankshares ............ 359,511
14,224 Northern Trust ................... 985,012
8,800 PMI Group ........................ 502,700
23,500 Paine Webber Group ............... 552,250
18,087 Progressive ...................... 1,243,481
11,364 Provident ........................ 421,888
15,614 Regions Financial ................ 780,700
43,848 Schwab(Charles) .................. 1,096,200

Interest Sensitive (continued)
23,395 SouthTrust ....................... $ 774,959
20,042 State Street Boston .............. 1,270,161
23,442 Summit Bancorp ................... 958,191
29,900 SunAmerica ....................... 1,121,250
14,300 T. Rowe Price Associaties ........ 487,987
5,725 Transatlantic Holdings ........... 412,200
8,800 Wilmington Trust ................. 332,200
------------
23,120,707
------------

Mining and Metals--.5%
11,200(a) Alumax ........................... 359,800
3,929 Brush Wellman .................... 74,159
4,144 Carpenter Technology ............. 135,198
2,968 Cleveland-Cliffs ................. 121,688
3,728 Lukens............................ 51,260
2,200(a) MAXXAM............................ 92,400
6,368 Oregon Steel Mills ............... 101,092
------------
935,597
------------

Transportation--1.1%
6,412 APL, Ltd.......................... 141,064
5,269 Airborne Freight.................. 104,721
11,357 Alexander & Baldwin............... 279,666
6,700 Arnold Industries................. 106,362
7,880 Atlantic Southeast Airlines....... 165,480
5,073 GATX.............................. 242,235
15,411 Illinois Central, Ser. A.......... 498,933
9,500 Hunt (J.B.) Transport............. 138,937
9,070 Overseas Shipholding Group........ 154,190
------------
1,831,588
------------

Utilities--12.3%
18,796(a) AES............................... 824,674
9,168 Aliant Communications............. 148,980
30,322 Allegheny Power Systen............ 905,869
13,154 Atlantic Energy................... 231,839
3,595 Black Hills....................... 91,672
23,045 CMS Energy........................ 728,798
13,000(a) Calenergy......................... 377,000
5,620 Central Lousiana Electric......... 152,442
8,115 Central Maine Power............... 95,351
14,958 Century Telephone Enterprises..... 480,525
15,234 Delmarva Power & Light............ 302,775
24,216 Florida Progress.................. 808,209
40,722 Frontier.......................... 1,180,955
7,529 Hawaiian Electric Industries...... 268,220
14,251 IPALCO Enterprises................ 382,995
9,383 Idaho Power....................... 292,045
18,976 Illinova.......................... 517,096

<PAGE>

Shares Common Stocks (continued) Value
------- ------------
Utilities (continued)
15,480 Kansas City Power & Light......... $ 425,700
16,614 LG&E Energy....................... 384,198
25,233 MidAmerican Energy................ 391,111
7,937 Minnesota Power & Light........... 224,220
13,715 Montana Power..................... 291,443
11,911 Nevada Power...................... 242,686
56,300(a) NEXTEL Communications, Cl. A...... 900,800
15,348 NIPSCO Industries................. 581,305
16,216 New England Electric System....... 547,290
17,888 New York State Electric & Gas..... 373,412
31,960 Northeast Utilities............... 343,570
10,073 Oklahoma Gas & Electric........... 394,106
21,936 Pinnacle West Capital............. 677,274
12,757 Portland General.................. 558,118
29,683 Potomac Electric Power............ 760,626
16,081 Public Service Company of
Colorado........................ 594,997
10,494 Public Service of New Mexico...... 196,762
15,990 Puget Sound Power & Light......... 353,778
26,264 SCANA............................. 702,562
16,383 Southern New England
Telecommunications.............. 610,266
10,282 Southwestern Public Service....... 349,588
29,300 360 Communications................ 662,912
29,318 TECO Energy....................... 721,960
15,200 Telephone & Data Systems.......... 532,000
11,700 UtiliCorp United.................. 317,362
10,357(a) Vanguard Cellular Systems......... 171,537

Utilities (continued)
7,679 WPL Holdings...................... $ 215,971
27,787 Wisconsin Energy.................. 753,723
------------
21,068,722
------------
TOTAL COMMON STOCKS
(cost $131,303,969)............. $159,759,805
------------
------------

Principal SHORT-TERM
Amount INVESTMENTS--6.6%
- -----------
U.S. Government Agency--6.3%
Federal Home Loan Mortgage,
$10,775,000 5.53%, 11/1/1996. $ 10,775,000
------------
U.S. Treasury Bills--.3%
151,000(b) 5.15%, 11/14/1996................. 150,736
111,000 5.06%, 12/12/1996................. 110,367
215,000(b) 5.22%, 1/2/1997................... 213,170
------------
474,273
------------
TOTAL SHORT-TERM
INVESTMENTS
(cost $11,249,304).............. $ 11,249,273
------------
------------
TOTAL INVESTMENTS
(cost $142,553,273)........................ 100.0% $171,009,078
------ ------------
------ ------------
LIABILITIES, LESS CASH AND
RECEIVABLES................................ -- $ (22,567)
------ ------------
------ ------------
NET ASSETS................................... 100.0% $170,986,511
------ ------------
------ ------------

<PAGE>

(a) Non-income producing.

(b) Partially held by the custodian in a segregated account for open financial
futures positions.

Statement of Financial Futures October 31, 1996
Financial Futures Purchased:
- ----------------------------

Market Value Unrealized
Number of Covered (Depreciation)
Issuer Contracts by Contracts Expiration at 10/31/96
- ------ --------- ------------ ---------- --------------
<S> <C> <C> <C> <C>
Standard & Poor's MidCap 400.................................. 93 $11,348,325 December '96 ($43,500)
---------
---------
</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus MidCap Index Fund
(formerly Peoples S&P MidCap Index Fund, Inc.)--see Note 1
- --------------------------------------------------------------------------------
Statement of Assets and Liabilities October 31, 1996

Cost Value
------------ ------------
<S> <C> <C> <C>
ASSETS: Investments in securities--See Statement of Investments............ $142,553,273 $171,009,078
Cash............................................................... 216,843
Dividends and interest receivable.................................. 158,447
Receivable for futures variation margin--Note 4(a)................. 73,664
Prepaid expenses................................................... 16,009
------------
171,474,041
------------

LIABILITIES: Due to The Dreyfus Corporation and affiliates...................... 63,323
Payable for Common Stock redeemed.................................. 328,505
Accrued expenses................................................... 95,702
------------
487,530
------------
NET ASSETS............................................................................... $170,986,511
------------
------------
REPRESENTED BY: Paid-in capital.................................................... $133,002,901
Accumulated undistributed investment income--net................... 1,753,486
Accumulated net realized gain (loss) on investments................ 7,817,819
Accumulated net unrealized appreciation (depreciation)
on investments [including ($43,500) net unrealized
(depreciation) on financial futures]--Note 4(b).................. 28,412,305
------------
NET ASSETS............................................................................... $170,986,511
------------
------------
SHARES OUTSTANDING
(200 million shares of $.001 par value Common Stock authorized).......................... 8,018,623

NET ASSET VALUE, offering and redemption price per share................................. $21.32
------
------

</TABLE>

See notes to financial statements.

<PAGE>

INVESTMENT INCOME

<S> <C> <C> <C>
INCOME: Cash dividends (net of $263 foreign taxes withheld
at source).................................................... $2,245,845
Interest........................................................ 686,199
----------
Total Income............................................ $ 2,932,044

EXPENSES: Management fee--Note 3(a)....................................... 582,857
Shareholder servicing costs--Note 3(b).......................... 245,004
Audit fees...................................................... 45,835
Directors' fees and expenses--Note 3(c)......................... 32,918
Legal fees...................................................... 25,405
Prospectus and shareholders' reports............................ 24,368
Registration fees............................................... 20,552
Miscellaneous................................................... 16,138
----------
Total Expenses.......................................... 993,077
Less--reduction in management fee due to
undertaking--Note 3(a)........................................ (252,887)
----------
Net Expenses............................................ 740,190
-----------
INVESTMENT INCOME--NET............................................................. 2,191,854
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--Note 4:
Net realized gain (loss) on investments......................... $7,470,923
Net realized gain (loss) on financial futures
Long transactions............................................. 429,818
----------
Net Realized Gain (Loss)................................ 7,900,741
Net unrealized appreciation (depreciation) on investments
(including $378,185 net unrealized appreciation on
financial futures)............................................ 11,691,375
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS............................. 19,592,116
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $21,783,970
-----------
-----------
</TABLE>

See notes to financial statements.

Year Ended Year Ended
October 31, 1996 October 31, 1995
---------------- ----------------
<S> <C> <C>
OPERATIONS:
Investment income--net...................................................... $ 2,191,854 $ 1,764,765
Net realized gain (loss) on investments..................................... 7,900,741 5,648,773
Net unrealized appreciation (depreciation) on investments................... 11,691,375 11,878,944
------------- -------------
Net Increase (Decrease) in Net Assets Resulting from Operations........... 21,783,970 19,292,482
------------- -------------

DIVIDENDS TO SHAREHOLDERS FROM:
Investment income--net...................................................... (1,926,246) (1,274,372)
Net realized gain on investments............................................ (5,586,113) (3,413,496)
------------- -------------
Total Dividends........................................................... (7,512,359) (4,687,868)
------------- -------------

CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................... 65,932,645 44,222,299
Dividends reinvested........................................................ 6,623,156 4,181,647
Cost of shares redeemed..................................................... (38,822,556) (15,431,258)
------------- -------------
Increase (Decrease) in Net Assets from Capital Stock Transactions......... 33,733,245 32,972,688
------------- -------------
Total Increase (Decrease) in Net Assets................................. 48,004,856 47,577,302

NET ASSETS:
Beginning of Period......................................................... 122,981,655 75,404,353
------------- -------------
End of Period............................................................... $ 170,986,511 $ 122,981,655
------------- -------------
------------- -------------
Undistributed investment income--net.......................................... $ 1,753,486 $ 1,487,878
------------- -------------
CAPITAL SHARE TRANSACTIONS: Shares Shares
------------- -------------
Shares sold................................................................. 3,243,154 2,528,662
Shares issued for dividends reinvested...................................... 350,989 270,132
Shares redeemed............................................................. (1,913,500) (859,974)
------------- -------------
Net Increase (Decrease) in Shares Outstanding............................. 1,680,643 1,938,820
------------- -------------
------------- -------------

</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus MidCap Index Fund
(formerly Peoples S&P MidCap Index Fund, Inc.)--see Note 1
- ------------------------------------------------------------------------------
Financial Highlights

Year Ended October 31,
--------------------------------------------------
PER SHARE DATA: 1996 1995 1994 1993 1992
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>

Net asset value, beginning of period.............. $19.40 $17.14 $17.63 $15.02 $13.69
------ ------ ------ ------ ------
Investment Operations:
Investment income--net............................ .28 .29 .26 .30 .17
Net realized and unrealized gain (loss)
on investments.................................. 2.81 3.00 .08 2.83 1.29
------ ------ ------ ------ ------
Total from Investment Operations.................. 3.09 3.29 .34 3.13 1.46
------ ------ ------ ------ ------
Distributions:
Dividends from investment income--net............. (.30) (.28) (.27) (.27) (.08)
Dividends from net realized gain on investments... (.87) (.75) (.56) (.25) (.05)
------ ------ ------ ------ ------
Total Distributions............................... (1.17) (1.03) (.83) (.52) (.13)
------ ------ ------ ------ ------
Net asset value, end of period.................... $21.32 $19.40 $17.14 $17.63 $15.02
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL INVESTMENT RETURN............................. 16.65% 20.78% 1.89% 21.22% 10.69%

RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........... .50% .50% .40% .09% --
Ratio of net investment income
to average net assets........................... 1.49% 1.80% 1.68% 1.97% 2.22%
Decrease reflected in above expense ratios
due to undertakings by Dreyfus.................. .17% .35% .43% .77% 1.17%
Portfolio Turnover Rate........................... 14.66% 20.46% 19.81% 16.80% 16.31%
Average commission rate paid*..................... $.0338 -- -- -- --
Net Assets, end of period (000's Omitted)......... $170,987 $122,982 $75,404 $65,690 $45,989

<FN>
- -----------------
* For fiscal years beginning November 1, 1995, the Fund is required to
disclose its average commission rate paid per share for purchases and
sales of investment securities.
</FN>
</TABLE>

See notes to financial statements.

NOTE 1--Significant Accounting Policies:

Dreyfus MidCap Index Fund (the "Fund") is registered under the Investment
Company Act of 1940 ("Act") as a non-diversified open-end management investment
company. The Fund's investment objective is to provide investment results that
correspond to the price and yield performance of publicly-traded common stocks
of medium-size domestic companies in the aggregate, as represented by the
Standard & Poor's MidCap 400 Index. Effective November 13, 1995, The Dreyfus
Corporation ("Dreyfus") serves as the Fund's Manager and Mellon Equity
Associates ("Mellon Equity"), an affiliate of Dreyfus, serves as the Fund's
index manager. Boston Safe Deposit and Trust Company, an affiliate of Dreyfus,
became the Fund's custodian. Dreyfus is a direct subsidiary of Mellon Bank,
N.A. Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public without a sales
charge.

Effective November 13, 1995, the Fund changed its name from "Peoples S&P
MidCap Index Fund, Inc." to "Dreyfus MidCap Index Fund."

Prior to November 13, 1995, World Asset Management, Inc. ("World") served as
the Fund's index manager. In addition, Comerica Bank served as the Fund's
custodian.

(a) Portfolio valuation: Investments in securities (including options and
financial futures) are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last sales
price on the national securities market. Securities not listed on an exchange
or the national securities market, or securities for which there were no
transactions, are valued at the average of the most recent bid and asked
prices. Bid price is used when no asked price is available. Investments
denominated in foreign currencies are translated to U.S. dollars at the
prevailing rates of exchange.

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

(c) Dividends to shareholders: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain 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, if any, it is the policy
of the Fund not to distribute such gain.

NOTE 2--Bank Line of Credit:

NOTE 3--Management Fee, Administration Fee and Other Transactions With
Affiliates:

(a) Effective November 13, 1995, pursuant to the provisions of a Management
Agreement with Dreyfus, the management fee is computed at the annual rate of
.395 of 1% of the value of the Fund's average daily net assets, and is payable
monthly. Dreyfus has agreed to pay Mellon Equity a fee of .095 of 1% of the
value of the Fund's average daily net assets. The agreements provide 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 over the Fund, the Fund may
deduct from the fees to be paid to Dreyfus, and Dreyfus may deduct from the
fees paid to Mellon Equity, or Dreyfus and Mellon Equity will bear, such excess
expense in proportion to their management fee and index fee respectively. 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. However, Dreyfus has undertaken from
November 1, 1995 through October 31, 1997, to reduce the management fee paid by
the Fund (exclusive of certain expenses as described above), and to assume all
expenses in excess of an annual rate of .50 of 1% of the value of the Fund's
average daily net assets.

Prior to November 13, 1995, the Fund had an Index Management Agreement with
World and an Administration Agreement with Dreyfus whereby, World and Dreyfus
received annual fees of .10 of 1 % and .30 of 1%, respectively, of the value of
the Fund's average daily net assets.

During period ended October 31, 1996, pursuant to the undertaking, Dreyfus
waived $252,887 of its management fee. In addition, Mellon Equity has agreed to
pay Boston Safe Deposit and Trust Company for custodian services provided to
the Fund. During the period ended October 31, 1996, the Fund earned $7,076 in
redemption fees.

The undertaking may be extended, modified or terminated by the Manager,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the Agreement.

Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc., a
wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services to the
Fund. Such compensation amounted to $15,002 during the period from December 1,
1995 through October 31, 1996.

NOTE 4--Securities Transactions:

(a) The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the period ended October 31, 1996
amounted to $49,679,192 and $19,887,964 respectively.

The Fund may invest in financial futures contracts in order to gain exposure
to or protect against changes in the market. The Fund is exposed to market risk
as a result of changes in the value of the underlying financial instruments
(see the Statement of Financial Futures). Investments in financial futures
require the Fund to "mark to market" on a daily basis, which reflects the
change in the market value of the contract at the close of each day's trading.
Accordingly, variation margin payments are received or made to reflect daily
unrealized gains or losses. When the contracts are closed, the Fund recognizes
a realized gain or loss. These investments require initial margin deposits with
a custodian, which consist of cash or cash equivalents, up to approximately 10%
of the contract amount. The amount of these deposits is determined by the
exchange or Board of Trade on which the contract is traded and is subject to
change. Contracts open at October 31, 1996 and their related unrealized market
depreciation are set forth in the Statement of Financial Futures.

(b) At October 31, 1996, accumulated net unrealized appreciation on
investments was $28,412,305, consisting of $37,328,587 gross unrealized
appreciation and $8,916,282 gross unrealized depreciation.

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).

Shareholders and Board of Directors
Dreyfus MidCap Index Fund

We have audited the accompanying statement of assets and liabilities of
Dreyfus MidCap Index Fund including the statements of investments and financial
futures, 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 verification by examination of securities
held by the custodian as of October 31, 1996 and confirmation of securities not
held by the custodian by correspondence with brokers. 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 MidCap Index Fund 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.

_________________

New York, New York
December 6, 1996
<PAGE>

PEOPLES S&P MIDCAP INDEX 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 June 19, 1991
(commencement of operations) to October 31, 1991 and for the fiscal years ended
October 31, 1992, 1993, 1994, 1995 and 1996.

Included in Part B of the Registration Statement:

Statement of Investments--October 31, 1996.

Statement of Financial Futures--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 the fiscal years ended October
31, 1995 and 1996.

Notes to Financial Statements.

Report of Independent Auditors, dated December 13, 1996.

Schedule Nos. I through VII 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)(a) Articles of Incorporation are incorporated by reference to Exhibit (1)
(a) of Post-Effective Amendment No. 4 to the Registration Statement on Form
N-1A, filed on January 13, 1994.

(1)(b) Articles of Amendment to the Articles of Incorporation are incorporated
by reference to Exhibit (1)(b) of Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A, filed on January 13, 1994.

(2) By-Laws are incorporated by reference to Exhibit (2) of Post-Effective
Amendment No. 4 to the Registration Statement on Form N-1A, filed on January 13,
1994.

(5) Management Agreement*

(6) Distribution Agreement*

(8) Custody Agreement is incorporated by reference to Exhibit (8) of Post-
Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed
February 26, 1997.

(9) Shareholder Services Plan*

(10) Opinion and consent of Stroock & Stroock & Lavan dated June 19, 1991 is
incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 4 to
the Registration Statement on Form N-1A, filed on January 13, 1994.

(11) Consent of Independent Auditors.*

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

(12) Financial Data Schedule.

(16) Schedule of Computation of Performance Data is incorporated by reference
to Exhibit (16) of Post-Effective Amendment No. 4 to the Registration Statement
on Form N-1A, filed on January 13, 1994.

Other Exhibits
--------------

(a) Powers of Attorney of the Directors and officers.*

(b) Certificate of Secretary.*

- -----------------------
* To be filed by Amendment.

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 April 7, 1997
- -------------- -------------------------------

Common Stock
(Par value $.001) 2,353

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

The Statement as to the general effect of any contract, arrangements or
statute under which a director, officer, underwriter or affiliated person of the
Registrant is insured or indemnified is incorporated by reference to Item 27 of
Part C of Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A, filed on February 8, 1994.

Reference also is made to the Distribution Agreement to be filed by
Amendment.

Item 28(a). 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.

<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(continued)
- -------- -----------------------------------------------------------

Officers and Directors of Investment Adviser
--------------------------------------------

Name and Position
with Dreyfus Other Businesses
- ----------------- ----------------

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

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

BURTON C. BORGELT None
Director

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

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

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

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

<PAGE>
Item 29. Principal Underwriters
- -------- ----------------------

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

1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) The Dreyfus/Laurel Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus Stock Index Fund, Inc.
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 Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Investment Grade Bond Funds, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) General California Municipal Bond Fund, Inc.
73) General California Municipal Money Market Fund
74) General Government Securities Money Market Fund, Inc.
75) General Money Market Fund, Inc.
76) General Municipal Bond Fund, Inc.
77) General Municipal Money Market Fund, Inc.
78) General New York Municipal Bond Fund, Inc.
79) General New York Municipal Money Market Fund
80) Dreyfus Premier Insured Municipal Bond Fund
81) Dreyfus Premier California Municipal Bond Fund
82) Dreyfus Premier Equity Funds, Inc.
83) Dreyfus Premier Global Investing, Inc.
84) Dreyfus Premier GNMA Fund
85) Dreyfus Premier Worldwide Growth Fund, Inc.
86) Dreyfus Premier Municipal Bond Fund
87) Dreyfus Premier New York Municipal Bond Fund
88) Dreyfus Premier State Municipal Bond Fund
89) Dreyfus Premier Strategic Growth Fund
90) Dreyfus Premier Value Fund

(b)
Name and principal Positions and offices with Positions and offices
business address the Distributor with Registrant
- ------------------ --------------------------- ---------------------

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

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

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 Tresurer

Paul Prescott+ Vice President None

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

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

Joan 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. Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108

3. Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903

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

Item 31. Manangement Services
--------------------

Item 32. Undertakings
------------

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

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

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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
30th day of April, 1997.

PEOPLES S&P MIDCAP INDEX FUND, INC.
(d/b/a/ DREYFUS MIDCAP INDEX FUND)

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 date indicated.

Signatures Title Date
- -------------------------- ------------------------------ ----------

/s/Marie E. Connolly* President and Treasurer (Principal 4/30/97
___________________________ Executive, Financial and Accounting
Marie E. Connolly Officer)

/s/David P. Feldman* Director 4/30/97
- ---------------------------
David P. Feldman

/s/John M Fraser, Jr.* Director 4/30/97
- ---------------------------
John M Fraser, Jr.

/s/Joseph S. DiMartino* Chairman of the Board 4/30/97
- ---------------------------
Joseph S. DiMartino

/s/Ehud Houminer* Director 4/30/97
- ---------------------------
Ehud Houminer

/s/David J. Mahoney* Director 4/30/97
- ---------------------------
David J. Mahoney

/s/Gloria Messinger* Director 4/30/97
- ---------------------------
Gloria Messinger

/s/Jack R. Meyer* Director 4/30/97
- -----------------------------
Jack R. Meyer

/s/John Szarkowski* Director 4/30/97
- -----------------------------
John Szarkowski

/s/Anne Wexler* Director 4/30/97
- -----------------------------
Anne Wexler

*BY: /s/ Elizabeth A. Keeley
--------------------------
Elizabeth A. Keeley,
Attorney-in-Fact

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