DREYFUS BASIC MUNICIPAL MONEY MARKET FUND INC /MD/
485APOS, 1994-02-16
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                            Registration Nos. 33-42162
                                               811-6377
    
=================================================================
                     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. 4                         /X/
       
                   and    
                                        
        
REGISTRATION STATEMENT UNDER THE
 INVESTMENT COMPANY ACT OF 1940                /X/ 

                  
           Amendment No. 4                     /X/
       

              (Check appropriate box or boxes)

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

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

Registrant's Telephone Number, including Area Code:  (212)
922-6130

                           Daniel C. Maclean, Esq.
                               200 Park Avenue
                          New York, New York  10166
                   (Name and Address of Agent for Service)
                                      



           It is proposed that this filing will become effective
(check
appropriate box) 
   
           ____ immediately upon filing pursuant to paragraph (b)
    
           ____ on (date) pursuant to paragraph (b)

                60 days after filing pursuant to paragraph (a)

           ____ on (date) pursuant to paragraph (a) of Rule 485.

     Registrant has registered an indefinite number of shares of
its common stock under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940. 
Registrant's Rule 24f-2 Notice for the
fiscal year ended August 31, 1993 was filed on October 28, 1993.


Cross-Reference Sheet Pursuant to Rule 495(a)
 
Items in
Part A of      
Form N-1A              Caption                     Page  

   
 1        Cover                                  Cover Page

 2        Synopsis                                        3      

 3        Condensed Financial Information                 4

 4        General Description of Registrant               7

 5        Management of the Fund                          26

 6        Capital Stock and Other Securities              37

 7        Purchase of Securities Being Offered            27

 8        Redemption or Repurchase                        31

 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                 *

 13       Investment Objectives and Policies            B-2

 14       Management of the Fund                        B-14

 15       Control Persons and Principal Holders         
          of Securities                                 B-17

 16       Investment Advisory and Other Services        B-17

 17       Brokerage Allocation                          B-30

 18       Capital Stock and Other Securities            B-31

 19       Purchase, Redemption and Pricing of
          Securities Being Offered              B-20, B-21, B-26

 20       Tax Status                                    B-27

 21       Underwriters                                  B-20

 22       Calculations of Performance Data              B-28

 23       Financial Statements                          B-43


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-2

 26       Number of Holders of Securities               C-2

 27       Indemnification                               C-2

 28       Business and Other Connections of
          Investment Adviser                            C-3

 29       Principal Underwriters                        C-30

 30       Location of Accounts and Records              C-39

 31       Management Services                           C-39

 32       Undertakings                                  C-39
    
- ---------
*Omitted since answer is negative or inapplicable.

   
                                              ________, 1994
    

   
                    DREYFUS BASIC MUNICIPAL FUND
           Supplement to Prospectus Dated _________, 1994
    
    
      The following information supplements and should be read
in conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."

          The Fund's manager, The Dreyfus Corporation
("Dreyfus"), has entered into an Agreement and Plan of Merger
providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").

          Upon closing of the merger, it is planned that Dreyfus
will retain its New York headquarters and will be a separate
subsidiary within the Mellon organization.  It is expected that
the Dreyfus management team and the Dreyfus mutual fund managers
will remain in place, and the Dreyfus mutual funds will be
operated in the same manner as they are currently.

          Following the merger, Dreyfus will be either a direct
or indirect subsidiary of Mellon, whose principal banking
subsidiary is Mellon Bank, N.A.  Closing of this merger is
subject to a number of contingencies, including the receipt of
certain regulatory approvals and the approvals of the
stockholders of Dreyfus and of Mellon. 
The merger is expected to occur in mid-1994, but could occur
significantly later.

          Because the merger will constitute an "assignment" of
the Fund's Management Agreement with Dreyfus under the Investment
Company Act of 1940 and, thus, a termination of such Agreement,
Dreyfus will seek prior approval from the Fund's Board and
shareholders.               

   
PROSPECTUS                                  ________, 1994
    

   
                  DREYFUS BASIC MUNICIPAL FUND
    
    
   
      Dreyfus BASIC Municipal Fund (the "Fund") is an open-end,
management investment company, known as a mutual fund.  The Fund
permits you to invest in three separate non-diversified series
(each a "Series"):  Dreyfus BASIC Municipal Money Market Fund
(the "Money Market Series"); Dreyfus BASIC Intermediate Municipal
Bond Fund (the "Intermediate Bond Series"); and Dreyfus BASIC
Municipal Bond Fund (the "Bond Series").  The goal of each Series
is to provide you with as high a level of current income exempt
from Federal income tax as is consistent with the preservation of
capital and, for the Money Market Series only, the maintenance of
liquidity.
    
   
          The Fund is designed to benefit investors who do not
engage in frequent transactions in Series' shares.
    

       
      The Dreyfus Corporation professionally manages each
Series.
    
   
          An investment in the Money Market Series is neither
insured nor guaranteed by the U.S. Government. There can be no
assurance that the Money Market Series will be able to maintain a
stable net asset value of $1.00 per share.
     

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

   
          Part B (also known as the Statement of Additional
Information), dated _______, 1994, which may be revised from time
to time, provides a further discussion of certain areas in this
Prospectus and other matters which may be of interest to some
investors.  It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference.  For a free
copy, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-645-6561.  When
telephoning, ask for Operator 666.
     

    
         The Series' 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 Series' shares involve
certain investment risks, including the possible loss of
principal.  The Money Market Series' yield fluctuates and is not
guaranteed.  The Intermediate Bond Series' and the Bond Series'
share price, yield and investment return fluctuate and are not
 guaranteed. 
    


                         TABLE OF CONTENTS 


                                                          Page

         Fee Table . . . . . . . . . . . . . . . . . .    
         Condensed Financial Information . . . . . . .    
         Financial Highlights. . . . . . . . . . . . .    
         Performance Information . . . . . . . . . . .    
         Description of the Fund . . . . . . . . . . .    
         Management of the Fund. . . . . . . . . . . .    
         How to Buy Fund Shares. . . . . . . . . . . .    
         Exchange Privilege. . . . . . . . . . . . . .    
         How to Redeem Fund Shares . . . . . . . . . .    
         Shareholder Services Plan . . . . . . . . . .    
         Dividends, Distributions and Taxes. . . . . .    
         General Information . . . . . . . . . . . . .    
    



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. 

                                                                 

                              FEE TABLE
                            Money 
                            Market        Intermediate    Bond 
                           Series         Bond Series    Series

Shareholder Transaction
 Expenses
 Exchange Fee              $5.00           $5.00        $5.00
Account Closeout Fee       $5.00           $5.00        $5.00
Annual Fund Operating
 Expenses
(as a percentage of
 average daily net assets)
 Management Fees
 (after expense
 reimbursement)             .29%           .30%         .30%
 Shareholder
 Services Fee               .06%           .05%          .05%
 Other Expenses             .10%           .10%          .10%
 Total Fund Operating
 Expenses
 (after expense
 reimbursement)             .45%           .45%         .45%
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:
1 Year                              $10      $10       $10
3 Years                             $19      $19       $19
5 Years                             $30      $30       $30
10 Years                            $62      $62       $62

   
     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, each
Series' actual performance will vary and may result in an
actual return greater or less than 5%.                    


    
   
          The purpose of the foregoing table is to assist you in
understanding the various costs and expenses that investors will
bear, directly or indirectly, the payment of which will reduce
investors' return on an annual basis.  The expenses noted above,
without reimbursement, would be:  Management Fees--.50% with
respect to the Money Market Series and .60% with respect to the
Intermediate Bond Series and Bond Series, and Total Fund
Operating Expenses--.66% with respect to the Money Market Series
and .75% with respect to the
Intermediate Bond Series and Bond Series; and the amount of
expenses that an investor would pay, assuming redemption after
one, three, five and ten years, would be $12, $26, $42 and $87
with respect to
the Money Market Series and $13, $29, $47 and $97 with respect to
the Intermediate Bond Series and Bond Series, respectively.  With
respect to the Intermediate Bond Series and the Bond Series,
Other Expenses and Shareholder Services Fees are based on
estimated amounts for the current fiscal year.  In addition,
 unlike certain other funds
in the Dreyfus Family of Funds, the Fund will charge your account
$2.00 for each redemption check you write; you also will be
charged $5.00 for each wire purchase and wire or telephone
 redemption you make
 and a $5.00 account closeout fee.  These charges will be paid to
the Fund's transfer agent and will reduce the transfer agency
charges otherwise
payable by the Fund.  See "How to Buy Fund Shares" and "How to
Redeem Fund Shares."  The Dreyfus Corporation has undertaken
until June 30, 1996, in the case of the Money Market Series, and
until June 30, ____, in the case of the Intermediate Bond Series
or Bond Series, that if in any fiscal year certain expenses of a
Series, including the management fee, exceed .45% of the value of
such Series' average net assets for the fiscal year, the Fund may
deduct from the payment to be made to The Dreyfus Corporation
under the Management Agreement, or The Dreyfus Corporation will
bear, such excess expense.  The foregoing table does not reflect
any other fee waivers or expense reimbursement arrangements that
may be in effect. 
See "Management of the Fund."
    
                   CONDENSED FINANCIAL INFORMATION
   
          The information in the following table has been audited
by Ernst & Young, the Fund's independent auditors, whose report
thereon appears in the Statement of Additional Information. 
Further financial data and related notes are included in the
Statement of Additional Information, available upon request.  No
financial data is available for the Intermediate Bond Series and
Bond Series which had
not commenced operations as of the date of this Prospectus.
    


                        FINANCIAL HIGHLIGHTS
   
          Contained below is per share operating performance data
for a share of Common Stock outstanding, total investment return,
 ratios to average net assets and other supplemental data for
each year indicated for the Money Market Series.  This
information has been derived from information provided in the
Money Market Series' financial statements.
    
                                            Money Market Series
                                            Year Ended August 31,
PER SHARE DATA:                            1992(1)        1993 
Net asset value, beginning of year       $1.0000       $1.0000
Investment Operations:
Investment income - net . . . . . . . . . 
Net realized (loss) on investments. . . . 
Total from Investment Operations. . . .    .0240        .0270  
                                             --           -- 
                                           .0240        .0270
  
Distributions:
Dividends from investment income - net. . 
  Net asset value, end of year. . . . .    (.0240)     (.0270)
                                            $1.0000    $1.0000
TOTAL INVESTMENT RETURN                     3.41%(2)     2.73%

RATIOS/SUPPLEMENTAL DATA:
 Ratio of expenses to average net                       
 assets. . . . . . . . . . . . . . . . .        __       .02%
Ratio of net investment income to                       
average net assets. . . . . . . . . . .     3.22%(2)    2.64% 
Decrease reflected in above expense 
 ratios due to undertakings
 by The Dreyfus Corporation. . . . . . .    .77%(2)     .64% 
Net Assets, end of year (000's omitted) .   $228,708   $685,540

(1)  From December 16, 1991 (commencement of operations) to
August 31, 1992.
(2)  Annualized.

   
                       PERFORMANCE INFORMATION
    

   
          Money Market Series--From time to time, the Money
Market Series advertises its yield and effective yield.  Both
 yield figures are based on historical earnings and are not
intended to indicate
future performance.  It can be expected that these yields will
fluctuate substantially.  The yield of the Money Market Series
refers to the income generated by an investment in the Series
over a seven-day period (which period will be stated in the
 advertisement).
This income is then annualized.  That is, the amount of income
generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a
percentage of the investment.  The effective yield is calculated
similarly, but, when annualized, the income earned by an
 investment in the Series is assumed to be reinvested.  The
effective yield  will be slightly higher than the yield because
of the compounding effect
of this assumed reinvestment.  The Money Market Series' yield and
effective yield may reflect absorbed expenses pursuant to any
undertakings that may be in effect. See "Management of the Fund."
    

          Tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be
equivalent to a stated yield or effective yield calculated as
described above.

   
          Yield information is useful in reviewing the Money
Market Series' performance, but because yields will fluctuate,
such information under certain conditions may not provide a basis
for comparison with domestic bank deposits, other investments
which pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of
computing yield.
    

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

   
          Intermediate Bond Series and Bond Series--For purposes
of advertising, performance of the Intermediate Bond Series and
the Bond Series (each, a "Longer Term Series") may be calculated
on several bases, including current yield, tax equivalent yield,
average  annual total return and/or total return.
    

       
      Current yield of a Longer Term Series refers to its
annualized net investment income per share over a 30-day period,
expressed as a percentage of the net asset value per share at the
end of the period.  For purposes of calculating current yield,
the amount of net investment income per share during that 30-day
period, computed in accordance with regulatory requirements, is
compounded by assuming it is reinvested at a constant rate over a
six-month period. An identical result is then assumed to have
occurred during a second six-month period which, when added to
the result for the first six months, provides an "annualized"
yield for an entire one-year period. 
Calculations of a Longer Term Series' current yield may reflect
absorbed expenses pursuant to any undertakings that may be in
effect. 
See "Management of the Fund."
    
 
            Tax equivalent yield is calculated as described
above.
    
       
      Average annual total return for each Longer Term Series is
calculated pursuant to a standardized formula which assumes that
an investment in such Series 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
Longer Term Series' performance will include its average annual
total return for one, five and ten year periods, or for shorter
time periods depending upon the length of
time during which it has operated.  Computations of average
annual total return for periods for less than one year represent
an annualization of the Series' actual total return for the
applicable period.
    

   
          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.
    

   
          Comparative performance information may be used from
time to time in advertising or marketing shares of each Longer
Term Series, including data from CDA Investment Technologies,
Inc., Lipper
Analytical Services, Inc., Moody's Bond Survey Bond Index, Lehman
Brothers Municipal Bond Index, Morningstar, Inc. and other
industry publications.  
    
   
          All Series--Performance will vary from time to time and
past results are not necessarily representative of future
results. You should remember that performance is a function of
portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses. 
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.
    
                       DESCRIPTION OF THE FUND

   
          General--The Fund is a "series fund," which is a mutual
fund divided into separate portfolios.  Each Series is treated as
a separate entity for certain matters under the Investment
Company Act of 1940 and for other purposes, and a shareholder of
one Series is not deemed to be a shareholder of any other Series.

As described below, for certain matters Fund shareholders vote
together as a group; as to others they vote separately by Series.
    

   
          Investment Objective--Each Series' goal is to provide
you with as high a level of current income exempt from Federal
income tax as is consistent with the preservation of capital and,
for the Money Market Series only, the maintenance of liquidity. 
To accomplish this goal, each Series invests primarily in
Municipal Obligations (described below).  The Money Market Series
invests primarily in high-quality, short-term instruments.  These
securities may not earn as high a level of current income as
long-term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market
value.  The dollar-weighted average
maturity of the Intermediate Bond Series' portfolio will range
between three and ten years.  The Bond Series' portfolio will be
invested without regard to maturity.  Each Series' investment
objective cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of
such Series' outstanding voting shares.  There can be no
assurance that a Series' investment objective will be achieved.
    

   
      Municipal Obligations--Municipal Obligations are debt
obligations issued by states, territories and possessions of the
United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, or multistate
agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income
tax.  Municipal Obligations generally include debt obligations
issued to obtain funds for various public purposes as well as
certain industrial development
bonds issued by or on behalf of public authorities.  Municipal
Obligations are classified as general obligation bonds, revenue
bonds or notes.  General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest.  Revenue bonds are payable
from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special
excise or other specific
revenue source, but not from the general taxing power.  Tax
exempt industrial development bonds, in most cases, are revenue
bonds that generally do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the
corporate entity on
whose behalf they are issued.  Notes are short-term instruments
which are obligations of the issuing municipalities or agencies
and are sold in anticipation of a bond sale, collection of taxes
or receipt of other revenues.  Municipal Obligations include
municipal lease/purchase agreements which are similar to 
installment purchase
contracts for property or equipment issued by municipalities. 
Municipal Obligations bear fixed, floating or variable rates of
interest.  Each Longer Term Series may purchase Municipal
Obligations with interest rates that are determined by formulas
under which the rate will change directly or inversely to changes
in interest rates or an index, or multiples thereof, in many
cases subject to a maximum and minimum.  Certain Municipal
Obligations purchased by a Longer
Term Series are subject to redemption at a date earlier than
their stated maturity pursuant to call options, which may be
separated from the related Municipal Obligation and purchased and
sold separately.
    
   
          Management Policies--It is a fundamental policy of each
Series that it will invest at least 80% of the value of its
respective net assets (except when maintaining a temporary
defensive position) in Municipal Obligations.  Additionally, with
respect to each Longer Term Series, at least 65% of the value of
each Series' net assets (except when maintaining a temporary
defensive position) will be invested in bonds and debentures.  
    

   
          Money Market Series--The Money Market Series seeks to
maintain a net asset value of $1.00 per share for purchases and
redemptions.  To do so, the Money Market Series uses the
amortized cost method of valuing its securities pursuant to Rule
2a-7 under the Investment Company Act of 1940, certain
requirements of which are
summarized as follows.  In accordance with Rule 2a-7, the Money
Market Series is required to maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments
having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance
with procedures established by the Fund's Board of Directors to
present minimal credit risks and which are rated in one of the
two highest rating categories for debt obligations by at least
two nationally
recognized statistical rating organizations (or one rating
organization if the instrument was rated only by one such
organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the
Fund's Board of
Directors.  The nationally recognized statistical rating
organizations currently rating investments of the type the Money
Market Series may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P") and Fitch
Investors Service, Inc. ("Fitch") and their rating criteria are
described in the Appendix to the Statement of Additional
Information. 
For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information.  There can be no assurance
that the Money Market Series will be able to maintain a stable
net asset value of $1.00 per share.
    

   
          Intermediate Bond Series and Bond Series--For each
Longer Term Series, at least 65% of the value of its net assets
must consist of Municipal Obligations which, in the case of
bonds, are rated no lower than A by Moody's, S&P or Fitch or, if
unrated, deemed to be of
comparable quality by The Dreyfus Corporation.  Each Longer Term
Series may invest up to 35% of the value of its net assets in
Municipal Obligations which, in the case of bonds, are rated
lower than A by Moody's, S&P and Fitch and as low as the lowest
rating assigned by Moody's, S&P or Fitch.  Each Longer Term
Series may invest in short-term Municipal Obligations which are
rated in the two
highest rating categories by Moody's, S&P or Fitch.  See the
"Appendix" in the Statement of Additional Information.  Municipal
Obligations rated BBB by S&P or Fitch or Baa by Moody's are
considered investment grade obligations; those rated BBB by S&P
and Fitch are regarded as having an adequate capacity to pay
principal and interest, while those rated Baa by Moody's are
considered medium
grade obligations which lack outstanding investment
characteristics
and have speculative characteristics.  Investments rated Ba or
lower by Moody's and BB or lower by S&P and Fitch ordinarily
provide higher
yields but involve greater risk because of their speculative
characteristics.  Each Longer Term Series may invest in Municipal
Obligations rated C by Moody's or D by S&P or Fitch, which is the
lowest rating assigned by such rating organizations and indicates
that the Municipal Obligation is in default and interest and/or
repayment of principal is in arrears.  See "Risk Factors--Lower
Rated Bonds" below for a further discussion of certain risks. 
Each Longer Term Series also may invest in Taxable Investments of
the quality described below.
    

   
          Each Longer Term Series may invest in zero coupon
securities which are debt securities issued or sold at a discount
from their face value which do not entitle the holder to any
periodic payment of interest prior to maturity or a specified
redemption date
(or cash payment date).  The amount of the discount varies
depending on the time remaining until maturity or cash payment
date, prevailing
interest rates, liquidity of the security and perceived credit
quality of the issuer.  Zero coupon securities also may take the
form of debt securities that have been stripped of their
unmatured interest coupons, the coupons themselves and receipts
or certificates
representing interest in such stripped debt obligations and
coupons.  The market prices of zero coupon securities generally
are more volatile than the market prices of interest-bearing
securities and
are likely to respond to a greater degree to changes in interest
rates than interest-bearing securities having similar maturities
and credit qualities.  Each Longer Term Series may invest up to
5% of its assets in zero coupon bonds which are rated below
investment grade. 
See "Risk Factors--Lower Rated Bonds" and "Other Investment
Considerations" below, and "Investment Objective and Management
Policies--Risk Factors--Lower Rated Bonds" and "Dividends,
Distributions and Taxes" in the Statement of Additional
Information.
    

   
          Each Longer Term Series may purchase custodial receipts
representing the right to receive certain future principal and
interest payments on Municipal Obligations which underlie the
custodial receipts.  A number of different arrangements are
possible. In a typical custodial receipt arrangement, an issuer
or a third party owner of Municipal Obligations deposits such
obligations with a
custodian in exchange for two classes of custodial receipts.  The
two classes have different characteristics, but, in each case,
payments on the two classes are based on payments received on the
underlying Municipal Obligations.  One class has the
characteristics of a
typical auction rate security, where at specified intervals its
interest rate is adjusted, and ownership changes, based on an
auction mechanism.  This class's interest rate generally is
expected to be
below the coupon rate of the underlying Municipal Obligations and
generally is at a level comparable to that of a Municipal
Obligation of similar quality and having a maturity equal to the
period between
interest rate adjustments.  The second class bears interest at a
rate that exceeds the interest rate typically borne by a security
of comparable quality and maturity; this rate also is adjusted,
but in this case inversely to changes in the rate of interest of
the first class.  If the interest rate on the first class exceeds
the coupon
rate of the underlying Municipal Obligations, its interest rate
will exceed the rate paid on the second class.  In no event will
the aggregate interest paid with respect to the two classes
exceed the
interest paid by the underlying Municipal Obligations.  The value
of the second class and similar securities should be expected to
fluctuate more than the value of a Municipal Obligation of
comparable quality and maturity and their purchase by a Longer
Term Series should increase the volatility of its net asset value
and, thus, its
price per share.  These custodial receipts are sold in private
placements.  Each Longer Term Series also may purchase directly
from issuers, and not in a private placement, Municipal
Obligations having
characteristics similar to custodial receipts.  These securities
may be issued as part of a multi-class offering and the interest
rate on certain classes may be subject to a cap or a floor.
    

   
          Each Longer Term Series may invest up to 15% of the
value of its net assets in securities as to which a liquid
trading market
does not exist, provided such investments are consistent with the
Series' investment objective.  Such securities may include
securities that are not readily marketable, such as certain
securities that are subject to legal or contractual restrictions
on resale and repurchase
agreements providing for settlement in more than seven days after
notice.  However, if a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain of these
securities held by a Longer Term Series, the Series intend to
treat such securities as liquid securities in accordance with
procedures approved by the Fund's
Board of Directors.  Because it is not possible to predict with
assurance how the market for restricted securities pursuant to
Rule 144A will develop, the Fund's Board of Directors has
directed The Dreyfus
Corporation to monitor carefully the Series' investments in such
securities with particular regard to trading activity,
availability of reliable price information and other relevant
information.  To the extent that for a period of time, qualified
institutional buyers
cease purchasing restricted securities pursuant to Rule 144A, a
Longer Term Series investing in such securities may have the
effect of increasing the level of illiquidity in its portfolio
during such period.
    

   
          All Series (except as indicated below)--Each Series may
invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an
economic, business or political development or change affecting
one such security also would affect the other securities; for
example, securities the interest upon which is paid from revenues
of similar types of projects, or securities whose issuers are
located in the same state.  As a result, each Series may be
subject to greater risk
as compared to a fund that does not follow this practice.
    

   
          From time to time, a Series may invest more than 25% of
the value of its total assets in industrial development bonds
which, although issued by industrial development authorities, may
be backed
only by the assets and revenues of the non-governmental users. 
Interest on Municipal Obligations (including certain industrial
development bonds) which are specified private activity bonds, as
defined in the Internal Revenue Code of 1986, as amended (the
"Code"), issued after August 7, 1986, while exempt from Federal
income tax, is a preference item for the purpose of the
alternative
minimum tax.  Where a regulated investment company receives such
interest, a proportionate share of any exempt-interest dividend
paid by the investment company may be treated as such a
preference item to
shareholders.  Each Series may invest without limitation in such
Municipal Obligations if The Dreyfus Corporation determines that
their purchase is consistent with such Series' investment
objective.
    

   
          Each Series may purchase floating or variable rate
demand notes, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the
holder to demand payment of principal at any time, or at
specified intervals,
which for the Money Market Series will not exceed 13 months, and
in each case will be upon not more than 30 days' notice. 
Variable rate
demand notes include master demand notes which are obligations
that permit each Series to invest fluctuating amounts, which may
change daily without penalty, pursuant to direct arrangements
between the
Series, as lender, and the borrower.  The interest rates on these
obligations fluctuate from time to time.  Frequently, such
obligations are secured by letters of credit or other credit
support arrangements provided by banks.  Use of letters of credit
or other
credit support arrangements will not adversely affect the tax
exempt status of these obligations.  Because these obligations
are direct lending arrangements between the lender and borrower,
it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value.
Accordingly, where these obligations are not secured by letters
of credit or other credit support arrangements, the Series' right
to redeem is dependent
on the ability of the borrower to pay principal and interest on
demand.  Each obligation purchased by a Series will meet the
quality criteria established for its purchase of Municipal
Obligations.  The Dreyfus Corporation, on behalf of each Series,
will consider on an
ongoing basis the creditworthiness of the issuers of the floating
and variable rate demand obligations in the Series' portfolio. 
No Series will invest more than 15% (10% in the case of the Money
Market Series) of the value of its net assets in floating or
variable rate demand obligations as to which such Series cannot
exercise the demand
feature on not more than seven days' notice if there is no
secondary market available for these obligations, and in other
illiquid securities.
    

   
          Each Series may purchase from financial institutions
participation interests in Municipal Obligations (such as
industrial development bonds and municipal lease/purchase
agreements).  A participation interest gives a Series an
undivided interest in the
Municipal Obligation in the proportion that the Series'
participation bears to the total principal amount of the
Municipal Obligation. 
These instruments may have fixed, floating or variable rates of
interest and, in the case of the Money Market Series, will have
remaining maturities of 13 months or less.  If the participation
interest is unrated, it will be backed by an irrevocable letter
of credit or guarantee of a bank that the Fund's Board of
Directors has determined meets the prescribed quality standards
for banks set forth below, or the payment obligation otherwise
will be collateralized by U.S. Government securities.  For
certain participation interests, a Series will have the right to
demand payment, on not more than seven
days' notice, for all or any part of the Series' participation
interest in the Municipal Obligation, plus accrued interest.  As
to these instruments, each Series intends to exercise its right
to demand payment only upon a default under the terms of the
Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to
maintain or improve the quality of its investment portfolio.  No
Series will invest more than 15% (10% in the case of the Money
Market Series) of the value of its net assets in participation
interests that do not have this demand feature if there is no
secondary market
available for these instruments, and in other illiquid
securities.
    

   
          Each Series may purchase tender option bonds.  A tender
option bond is a Municipal Obligation (generally held pursuant to
a custodial arrangement) having a relatively long maturity and
bearing interest at a fixed rate substantially higher than
prevailing short-term tax exempt rates, that has been coupled
with the agreement
of a third party, such as a bank, broker-dealer or other
financial institution, pursuant to which such institution grants
the security holders the option, at periodic intervals, to tender
their securities to the institution and receive the face value
thereof.  As consideration for providing the option, the
financial institution receives periodic fees equal to the
difference between the Municipal
Obligation's fixed coupon rate and the rate, as determined by a
remarketing or similar agent at or near the commencement of such
period, that would cause the securities, coupled with the tender
option, to trade at par on the date of such determination.  Thus,
after payment of this fee, the security holder effectively holds
a demand obligation that bears interest at the prevailing
short-term tax exempt rate.  The Dreyfus Corporation, on behalf
of each Series, will consider on an ongoing basis the
creditworthiness of the issuer
of the underlying Municipal Obligation, of any custodian and of
the third party provider of the tender option.  In certain
instances and for certain tender option bonds, the option may be
terminable in the
event of a default in payment of principal or interest on the
underlying Municipal Obligations and for other reasons.  No
Series will invest more than 15% (10% in the case of the Money
Market Series) of the value of its net assets in securities that
are illiquid, which could include tender option bonds as to which
it cannot exercise the tender feature on not more than seven
days' notice if there is no secondary market available for these
obligations.
    

   
          Each Series may acquire "stand-by commitments" with
respect to Municipal Obligations held in its portfolio.  Under a
stand-by commitment, a Series obligates a broker, dealer or bank
to repurchase, at such Series' option, specified securities at a
specified price and, in this respect, stand-by commitments are
comparable to put options.  The exercise of a stand-by commitment
therefore is subject to the ability of the seller to make payment
on demand.  Each Series will acquire stand-by commitments solely
to facilitate portfolio liquidity and does not intend to exercise
any such rights thereunder for trading purposes.  Each Series may
pay for
stand-by commitments if such action is deemed necessary, thus
increasing to a degree the cost of the underlying Municipal
Obligation and similarly decreasing such security's yield to
investors.  The Longer Term Series also may acquire call options
on specific Municipal Obligations.  A Longer Term Series
generally would
purchase these call options to protect it from the issuer of the
related Municipal Obligation redeeming, or other holder of the
call option from calling away, the Municipal Obligation before
maturity.  The sale by a Longer Term Series of a call option that
it owns on a specific Municipal Obligation could result in the
receipt of taxable income by the Series.
    

   
          From time to time, on a temporary basis other than for
temporary defensive purposes (but not to exceed 20% of the value
of its net assets) or for temporary defensive purposes, a Series
may invest in taxable short-term investments ("Taxable
Investments")
consisting of:  notes of issuers having, at the time of purchase,
a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or
instrumentalities; commercial paper rated not lower than P-2 by
Moody's, A-2 by S&P or F-2 by Fitch; certificates of deposit of
U.S. domestic banks, including foreign branches of domestic
banks, with
assets of one billion dollars or more; time deposits; bankers'
acceptances and other short-term bank obligations; and repurchase
agreements in respect of any of the foregoing.  Dividends paid by
a Series that are attributable to income earned by such Series
from
Taxable Investments will be taxable to investors.  See
"Dividends,
Distributions and Taxes."  Except for temporary defensive
purposes,
at no time will more than 20% of the value of a Series' net
assets be
invested in Taxable Investments.  If the Money Market Series
purchases Taxable Investments, it will value them using the
amortized
cost method and comply with Rule 2a-7 relating to purchases of
taxable instruments.  Under normal market conditions, each Series
anticipates that not more than 5% of the value of its total
assets
will be invested in any one category of Taxable Investments. 
Taxable
Investments are more fully described in the Statement of
Additional
Information, to which reference hereby is made.
    

   
          Investment Techniques--Each Longer Term Series may
employ,
among others, the investment techniques described below.  Use of
these techniques may give rise to taxable income.
    

   
          Futures Transactions--In General--Neither Longer Term
Series is a commodity pool.  However, as a substitute for a
comparable market position in the underlying securities and for
hedging purposes, each Longer Term Series may engage in futures
and
options on futures transactions as described below.
    

   
          Each Longer Term Series' commodities transactions must
constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the Commodity Futures
Trading
Commission.  In addition, each Longer Term Series may not engage
in
such transactions if the sum of the amount of initial margin
deposits
and premiums paid for unexpired commodity options, other than for
bona fide hedging transactions, would exceed 5% of the
liquidation
value of such Series' assets, after taking into account
unrealized
profits and unrealized losses on such contracts it has entered
into;
provided, however, that in the case of an option that is
in-the-money
at the time of purchase, the in-the-money amount may be excluded
in
calculating the 5%.  Pursuant to regulations and/or published
positions of the Securities and Exchange Commission, each Longer
Term
Series may be required to segregate cash or high quality money
market
instruments in connection with its commodities transactions in an
amount generally equal to the value of the underlying commodity.
    

   
          Initially, when purchasing or selling futures contracts
each Longer Term Series will be required to deposit with its
custodian in the broker's name an amount of cash or cash
equivalents
up to approximately 10% of the contract amount.  This amount is
subject to change by the exchange or board of trade on which the
contract is traded and members of such exchange or board of trade
may
impose their own higher requirements.  This amount is known as
"initial margin" and is in the nature of a performance bond or
good
faith deposit on the contract which is returned to such Series
upon
termination of the futures position, assuming all contractual
obligations have been satisfied.  Subsequent payments, known as
"variation margin," to and from the broker will be made daily as
the
price of the index or securities underlying the futures contract
fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as
"marking-to-market."  At any time prior to the expiration of a
futures contract, a Longer Term Series may elect to close the
position by taking an opposite position at the then prevailing
price,
which will operate to terminate such Series' existing position in
the
contract.
    

   
          Although each Longer Term Series 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 the 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 a Longer Term Series to a substantial loss.  If it is
not
possible, or such Series determines not, to close a futures
position
in anticipation of adverse price movements, such Series will be
required to make daily cash payments of variation margin.  In
such
circumstances, an increase in the value of the portion of the
portfolio being hedged, if any, may offset partially or
completely
losses on the futures contract.  However, no assurance can be
given
that the price of the securities being hedged will correlate with
the
price movements in a futures contract and thus provide an offset
to
losses on the futures contract.
    

   
          In addition, to the extent a Longer Term Series is
engaging
in a futures transaction as a hedging device, due to the risk of
an
imperfect correlation between securities in the Longer Term
Series'
portfolio that are the subject of a hedging transaction and the
futures contract used as a hedging device, it is possible that
the
hedge will not be fully effective in that, for example, losses on
the
portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of
gains
on the portfolio securities that were the subject of the hedge. 
In
futures contracts based on indexes, the risk of imperfect
correlation
increases as the composition of such Series' portfolio varies
from
the composition of the index.  In an effort to compensate for the
imperfect correlation of movements in the price of the securities
being hedged and movements in the price of futures contracts,
such
Series may buy or sell futures contracts in a greater or lesser
dollar amount than the dollar amount of the securities being
hedged
if the historical volatility of the futures contract has been
less or
greater than that of the securities.  Such "over hedging" or
"under hedging" may adversely affect a Longer Term Series' net
investment results if market movements are not as anticipated
when the hedge is established.
    

   
          Successful use of futures by each Longer Term Series is
also subject to The Dreyfus Corporation's ability to predict
correctly movements in the direction of the market or interest
rates. 
For example, if a Longer Term Series has hedged against the
possibility of a decline in the market adversely affecting the
value
of securities held in its portfolio and prices increase instead,
such
Fund will lose part or all of the benefit of the increased value
of
securities which it has hedged because it will have offsetting
losses
in its futures positions.  In addition, in such situations, if a
Fund
has insufficient cash, it may have to sell securities to meet
daily
variation margin requirements.  Such sales of securities may, but
will not necessarily, be at increased prices which reflect the
rising
market.  Each Longer Term Series may have to sell securities at a
time when it may be disadvantageous to do so.
    

   
          An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a
short
position if the option is a put) at a specified exercise price at
any
time during the option exercise period.  The writer of the option
is
required upon exercise to assume an offsetting futures position
(a
short position if the option is a call and a long position if the
option is a put).  Upon exercise of the option, the assumption of
offsetting futures positions by the writer and holder of the
option
will be accompanied by delivery of the accumulated cash balance
in
the writer's futures margin account which represents the amount
by
which the market price of the futures contract, at exercise,
exceeds,
in the case of a call, or is less than, in the case of a put, the
exercise price of the option on the futures contract.
    

   
          Call options sold by each Longer Term Series with
respect
to futures contracts will be covered by, among other things,
entering
into a long position in the same contract at a price no higher
than
the strike price of the call option, or by ownership of the
instruments underlying, or instruments the prices of which are
expected to move relatively consistently with the instruments
underlying, the futures contract.  Put options sold by each
Longer
Term Series with respect to futures contracts will be covered
when,
among other things, cash or liquid securities are placed in a
segregated account to fulfill the obligation undertaken.
    

   
          Each Longer Term Series may utilize municipal bond
index
futures to protect against changes in the market value of the
Municipal Obligations in its portfolio or which it intends to
acquire.  Municipal bond index futures contracts are based on an
index of long-term Municipal Obligations.  The index assigns
relative
values to the Municipal Obligations included in an index, and
fluctuates with changes in the market value of such Municipal
Obligations.  The contract is an agreement pursuant to which two
parties agree to take or make delivery of an amount of cash based
upon the difference between the value of the index at the close
of
the last trading day of the contract and the price at which the
index
contract was originally written.  The acquisition or sale of a
municipal bond index futures contract enables a Longer Term
Series to
protect its assets from fluctuations in rates on tax exempt
securities without actually buying or selling such securities.
    

   
          Interest Rate Futures Contracts and Options on Interest
Rate Futures Contracts--Each Longer Term Series may purchase and
sell interest rate futures contracts and options on interest rate
futures contracts as a substitute for a comparable market
position and to
hedge against adverse movements in interest rates.
    

   
          To the extent a Longer Term Series has invested in
interest
rate futures contracts or options on interest rate futures
contracts
as a substitute for a comparable market position, the Series will
be
subject to the investment risks of having purchased the
securities
underlying the contract.
    

   
          Each Longer Term Series may purchase call options on
interest rate futures contracts to hedge against a decline in
interest rates and may purchase put options on interest rate
futures
contracts to hedge its portfolio securities against the risk of
rising interest rates.
    

   
          If a Longer Term Series has hedged against the
possibility
of an increase in interest rates adversely affecting the value of
securities held in such Series' portfolio and rates decrease
instead,
such Series will lose part or all of the benefit of the increased
value of the securities which it has hedged because it will have
offsetting losses in its futures positions.  In addition, in such
situations, if such Series has insufficient cash, it may have to
sell
securities to meet daily variation margin requirements at a time
when
it may be disadvantageous to do so.  These sales of securities
may,
but will not necessarily, be at increased prices which reflect
the
decline in interest rates.
    

   
          Each Longer Term Series may sell call options on
interest
rate futures contracts to partially hedge against declining
prices of
its portfolio securities.  If the futures price at expiration of
the
option is below the exercise price, such Series will retain the
full
amount of the option premium which provides a partial hedge
against
any decline that may have occurred in that Series' portfolio
holdings.  Each Longer Term Series may sell put options on
interest
rate futures contracts to hedge against increasing prices of the
securities which are deliverable upon exercise of the futures
contract.  If the futures price at expiration of the option is
higher
than the exercise price, such Series will retain the full amount
of
the option premium which provides a partial hedge against any
increase in the price of securities which that Series intends to
purchase.  If a put or call option sold by such Series is
exercised,
that Series will incur a loss which will be reduced by the amount
of
the premium it receives.  Depending on the degree of correlation
between changes in the value of its portfolio securities and
changes
in the value of its futures positions, such Series' losses from
existing options on futures may to some extent be reduced or
increased by changes in the value of its portfolio securities.
    

   
          Each Longer Term Series also may sell options on
interest rate futures contracts as part of closing purchase
transactions to terminate its options positions.  No assurance
can be given that such closing transactions can be effected or
that there will be a correlation between price movements in the
options on interest rate futures and price movements in such
Series' portfolio securities
which are the subject of the hedge.  In addition, such Series'
purchase of such options will be based upon predictions as to
anticipated interest rate trends, which could prove to be
inaccurate.
    

   
          Short-Selling--Each Longer Term Series may make short
sales, which are transactions in which a Series sells a security
it does not own in anticipation of a decline in the market value
of that security.  To complete such a transaction, such Series
must borrow the security to make delivery to the buyer.  That
Series then is obligated to replace the security borrowed by
purchasing it at the market price at the time of replacement. 
The price at such time
may be more or less than the price at which the security was sold
by such Series.  Until the security is replaced, the Series is
required to
pay to the lender amounts equal to any interest which accrue
during the period of that loan.  To borrow the security, such
Series also may be required to pay a premium, which would
increase the cost
of the security sold.  The proceeds of the short sale will be
retained by the broker, to the extent necessary to meet margin
requirements,
until the short position is closed out.
    

   
          Until either Longer Term Series replaces a borrowed
security in connection with a short sale, such Series will: (a)
maintain daily a segregated account, containing cash or U.S.
Government securities, at such a level that (i) the amount
deposited
in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold
short
and (ii) the amount deposited in the segregated account plus the
amount deposited with the broker as collateral will not be less
than
the market value of the security at the time it was sold short;
or
(b) otherwise cover its short position.
    

   
          A Longer Term Series will incur a loss as a result of
the
short sale if the price of the security increases between the
date of
the short sale and the date on which such Series replaces the
borrowed security.  A Longer Term Series will realize a gain if
the
security declines in price between those dates.  This result is
the
opposite of what one would expect from a cash purchase of a long
position in a security.  The amount of any gain will be
decreased,
and the amount of any loss increased, by the amount of any
premium or
amounts in lieu of dividends or interest the Longer Term Series
may
be required to pay in connection with a short sale.
    

   
          Each Longer Term Series may purchase call options to
provide a hedge against an increase in the price of a security
sold
short by such Series.  When a Series purchases a call option it
has
to pay a premium to the person writing the option and a
commission to
the broker selling the option.  If the option is exercised by
that
Series, the premium and the commission paid may be more than the
amount of the brokerage commission charged if the security were
to be
purchased directly.
    

   
          Each Longer Term Series anticipates that the frequency
of short sales will vary substantially in different periods, and
it does not intend that any specified portion of its assets, as a
matter of practice, will be invested in short sales.  However, no
securities will be sold short if, after effect is given to any
such short sale,
the total market value of all securities sold short would exceed
25% of the value of such Series' net assets.  Each Longer Term
Series may
not sell short the securities of any class of an issuer to the
extent, at the time of the transaction, of more than 5% of the
outstanding securities of that class.
    

   
          In addition to the short sales discussed above, each
Longer
Term Series may make short sales "against the box," a transaction
in
which such Series enters into a short sale of a security which
the
Series owns.  The proceeds of the short sale will be held by a
broker
until the settlement date at which time such Series delivers the
security to close the short position.  Such Series receives the
net
proceeds from the short sale.  Each Longer Term Series will at no
time have more than 15% of the value of its net assets in
deposits on
short sales against the box.  It currently is anticipated that
each
Longer Term Series will make short sales against the box for
purposes
of protecting the value of such Series' net assets.
    

   
          Future Developments--Each Longer Term Series may take
advantage of opportunities in the area of options and futures
contracts and options on futures contracts and any other
derivative
investments which are not presently contemplated for use by
either
Longer Term Series or which are not currently available but which
may
be developed, to the extent such opportunities are both
consistent
with its investment objective and legally permissible.  Before
entering into such transactions or making any such investment, a
Longer Term Series will provide appropriate disclosure in its
prospectus.
    

   
          Lending Portfolio Securities--From time to time, each
Longer Term Series may lend securities from its portfolio to
brokers,
dealers and other financial institutions needing to borrow
securities
to complete certain transactions.  Such loans may not exceed
33-1/3%
of the value of such Series' total assets.  In connection with
such
loans, such Series 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.  Each Longer Term
Series can increase its income through the investment of such
collateral.  Each Longer Term Series continues to be entitled to
payments in amounts equal to the interest or other distributions
payable on the loaned security and receives interest on the
amount of
the loan.  Such loans will be terminable at any time upon
specified
notice.  Each Longer Term Series might experience risk of loss if
the
institution with which it has engaged in a portfolio loan
transaction
breaches its agreement with such Series.
    

   
          Borrowing Money--As a fundamental policy, each Longer
Term
Series is permitted to borrow to the extent permitted under the
Investment Company Act of 1940.  However, each Longer Term Series
currently intends to borrow money only for temporary or emergency
(not leveraging) purposes, in an amount up to 15% of the value of
such Series' 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 Longer Term Series' total assets, such Series will
not
make any additional investments.
    

   
          Certain Fundamental Policies--Each Series may invest up
to
25% of its total assets in the securities of issuers in any
single
industry, provided that there is no such limitation on
investments in
Municipal Obligations and, for temporary defensive purposes,
obligations issued or guaranteed by the U.S. Government, its
agencies
or instrumentalities.  In addition, each Longer Term Series may
borrow money to the extent permitted under the Investment Company
Act
of 1940 and the Money Market Series may:  (i) borrow money from
banks, but 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 the value of
the
Money Market Series' total assets, the Money Market Series will
not
make any additional investments; (ii) pledge, hypothecate,
mortgage
or otherwise encumber its assets, but only to secure borrowings
for
temporary or emergency purposes; and (iii) invest up to 10% of
its
net assets in repurchase agreements providing for settlement in
more
than seven days after notice and in illiquid securities (which
securities could include participation interests (including
municipal
lease/purchase agreements) that are not subject to the demand
feature
described above and floating and variable rate demand obligations
as
to which the Series cannot exercise the related demand feature
described above and as to which there is no secondary market). 
This paragraph describes fundamental policies that cannot be
changed, as
to a Series, without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of such Series'
outstanding voting shares.  See "Investment Objective and
Management
Policies--Investment Restrictions" in the Statement of Additional
Information.

    
   


    
   
          Certain Additional Non-Fundamental Policies (Applicable
to
each Longer Term Series Only)--Each Longer Term Series may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets,
but
only to secure permitted borrowings; and (ii) invest up to 15% of
the
value of its net assets in repurchase agreements providing for
settlement in more than seven days after notice and in other
illiquid
securities (which securities could include participation
interests
(including municipal lease/purchase agreements) and floating and
variable rate demand obligations as to which the Fund cannot
exercise
the demand feature described above and as to which there is no
secondary market). See "Investment Objective and Management 
Policies--Investment Restrictions" in the Statement of Additional
Information.
    

Risk Factors

   
          Lower Rated Bonds (Applicable to each Longer Term
Series
Only)--You should carefully consider the relative risks of
investing
in the higher yielding (and, therefore, higher risk) securities
in which a Longer Term Series may invest up to 35% of the value
of its net assets.  Lower rated bonds as discussed herein are not
eligible investments for the Money Market Series.  These are
bonds such as
those rated Ba by Moody's or BB by S&P or Fitch, or as low as the
lowest rating assigned by Moody's, S&P or Fitch.  They generally
are not meant for short-term investing and may be subject to
certain
risks with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher rated
fixed-income
securities.  Bonds rated Ba by Moody's are judged to have
speculative
elements; their future cannot be considered as well assured and
often
the protection of interest and principal payments may be very
moderate.  Bonds rated BB by S&P are regarded as having
predominantly
speculative characteristics and, while such obligations have less
near-term vulnerability to default than other speculative grade
debt,
they face major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments. 
Bonds rated BB by Fitch are considered speculative and the
payment of
principal and interest may be affected at any time by adverse
economic changes.  Bonds rated C by Moody's are regarded as
having
extremely poor prospects of ever attaining any real investment
standing.  Bonds rated D by S&P are in default and the payment of
interest and/or repayment of principal is in arrears.  Bonds
rated
DDD, DD or D by Fitch are in actual or imminent default, are
extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the
issues; DDD represents the highest potential for recovery of such
bonds; and D represents the lowest potential for recovery.  Such
bonds, though high yielding, are characterized by great risk. 
See
the "Appendix" in the Statement of Additional Information for a
general description of Moody's, S&P and Fitch ratings of
Municipal
Obligations.  The ratings of Moody's, S&P and Fitch represent
their
opinions as to the quality of the Municipal Obligations which
they
undertake to rate.  It should be emphasized, however, that
ratings
are relative and subjective and, although ratings may be useful
in
evaluating the safety of interest and principal payments, they do
not
evaluate the market value risk of these bonds.  Therefore,
although
these ratings may be an initial criterion for selection of
portfolio
investments, The Dreyfus Corporation also will evaluate these
securities and the ability of the issuers of such securities to
pay
interest and principal.  The ability of a Longer Term Series to
achieve its investment objective may be more dependent on The
Dreyfus
Corporation's credit analysis than might be the case for a fund
that
invested in higher rated securities.  Once the rating of a
portfolio
security held by a Longer Term Series has been changed, such
Series
will consider all circumstances deemed relevant in determining
whether to continue to hold the security.
    

             The market price and yield of bonds rated Ba or
lower by Moody's and BB or lower by S&P and Fitch are more
volatile than those of higher rated bonds.  Factors adversely
affecting the market price
and yield of these securities will adversely affect each Longer
Term Series' net asset value.  In addition, the retail secondary
market for these bonds may be less liquid than that of higher
rated bonds;
adverse market conditions could make it difficult at times for a
Longer Term Series to sell certain securities or could result in
lower prices than those used in calculating the net asset value
of
each Longer Term Series.
    

   
          Each Longer Term Series may invest up to 5% of the
value of
its total assets in zero coupon securities and pay-in-kind bonds
(bonds which pay interest through the issuance of additional
bonds)
rated Ba or lower by Moody's and BB or lower by S&P and Fitch. 
These
securities may be subject to greater fluctuations in value due to
changes in interest rates than interest-bearing securities and
thus
may be considered more speculative than comparably rated
interest-bearing securities.  See "Other Investment
Considerations"
below and "Investment Objective and Management Policies--Risk
Factors--Lower Rated Bonds" and "Dividends, Distributions and
Taxes"
in the Statement of Additional Information.
    

   
          Other Investment Considerations--The Fund is designed
to
benefit investors who do not engage in frequent redemptions or
exchanges of Series shares.  Because charges may apply to
redemptions
and exchanges of Series shares, the Fund may not be an
appropriate
investment for an investor who intends to engage frequently in
such transactions.
    

   
          Even though interest-bearing securities are investments
which promise a stable stream of income, the prices of such
securities are inversely affected by changes in interest rates
and, therefore, are subject to the risk of market price
fluctuations. 
Certain securities that may be purchased by a Longer Term Series,
such as those with interest rates that fluctuate directly or
indirectly based on multiples of a stated index, are designed to
be
highly sensitive to changes in interest rates and can subject the
holders thereof to extreme reductions of yield and possibly loss
of
principal.  The values of fixed-income securities also may be
affected by changes in the credit rating or financial condition
of
the issuing entities.  The Money Market Series seeks to maintain
a stable $ 1.00 share price, while the net asset value of each
Longer
Term Series generally will not be stable and should fluctuate
based
upon changes in the value of its respective portfolio securities.
Securities in which a Longer Term Series invests may earn a
higher
level of current income than certain shorter-term or higher
quality
securities which generally have greater liquidity, less market
risk
and less fluctuation in market value.
    

   
          New issues of Municipal Obligations usually are offered
on
a when-issued basis, which means that delivery and payment for
such
Municipal Obligations ordinarily take place within 45 days after
the
date of the commitment to purchase.  The payment obligation and
the
interest rate that will be received on the Municipal Obligations
are
fixed at the time the Series enters into the commitment.  A
Series
will make commitments to purchase such Municipal Obligations only
with the intention of actually acquiring the securities, but a
Series
may sell these securities before the settlement date if it is
deemed
advisable, although any gain realized on such sale would be
taxable. 
The Series will not accrue income in respect of a when-issued
security prior to its stated delivery date.  No additional
when-issued commitments will be made by a Series if more than 20%
of
the value of its net assets would be so committed.
    

   
          Municipal Obligations purchased on a when-issued basis
and the securities held in a Series' portfolio are subject to
changes in value (both generally changing in the same way, i.e.,
appreciating
when interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness
of
the issuer and changes, real or anticipated, in the level of
interest
rates.  Municipal Obligations purchased by a Series on a
when-issued
basis may expose the Series to risk because they may experience
such
fluctuations prior to their actual delivery.  Purchasing
Municipal
Obligations on a when-issued basis can involve the additional
risk
that the yield available in the market when the delivery takes
place
actually may be higher than that obtained in the transaction
itself. 
Each Series will establish and maintain at the Fund's custodian
bank
a segregated account consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at
least equal at all times to the amount of the when-issued
commitment. 
Purchasing Municipal Obligations on a when-issued basis when a
Series
is fully or almost fully invested may result in greater potential
fluctuation in the value of such Series' net assets and its net
asset
value per share.
    

   
          Certain municipal lease/purchase obligations in which a
Series may invest may contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease
payments in future years unless money is appropriated for such
purpose on a yearly basis.  Although "non-appropriation"
lease/purchase obligations are secured by the leased property,
disposition of the leased property in the event of foreclosure
might
prove difficult.  In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus
Corporation
will consider, on an ongoing basis, a number of factors including
the
likelihood that the issuing municipality will discontinue
appropriating funding for the leased property.
    

   
          Federal income tax law requires the holder of a zero
coupon
security or of certain pay-in-kind bonds to accrue income with
respect to these securities prior to the receipt of cash
payments. 
To maintain its qualification as a regulated investment company
and
avoid liability for Federal income taxes, a Longer Term Series
may be
required to distribute such income accrued with respect to these
securities and may have to dispose of portfolio securities under
disadvantageous circumstances in order to generate cash to
satisfy
these distribution requirements.
    

   
          Certain provisions in the Code relating to the issuance
of
Municipal Obligations may reduce the volume of Municipal
Obligations
qualifying for Federal tax exemption.  One effect of these
provisions
could be to increase the cost of the Municipal Obligations
available
for purchase by each Series and thus reduce the available yield. 
Shareholders should consult their tax advisers concerning the
effect
of these provisions on an investment in a Series.  Proposals that
may
restrict or eliminate the income tax exemption for interest on
Municipal Obligations may be introduced in the future.  If any
such
proposal were enacted that would reduce the availability of
Municipal
Obligations for investment by a Series so as to adversely affect
its
shareholders, such Series would reevaluate its investment
objective
and policies and submit possible changes in its structure to
shareholders for their consideration.  If legislation were
enacted
that would treat a type of Municipal Obligation as taxable, each
Series would treat such security as a permissible Taxable
Investment
within the applicable limits set forth herein.
    

   
          Classification of each Series as a "non-diversified"
investment company means that the proportion of the Series'
assets
that may be invested in the securities of a single issuer is not
limited by the Investment Company Act of 1940.  A "diversified"
investment company is required by the Investment Company Act of
1940
generally to invest, with respect to 75% of its total assets, not
more than 5% of such assets in the securities of a single issuer.

However, each Series intends to conduct its operations so as to
qualify as a "regulated investment company" for purposes of the
Code
which requires that, at the end of each quarter of its taxable
year,
(i) at least 50% of the market value of the Series' total assets
be
invested in cash, U.S. Government securities, the securities of
other
regulated investment companies and other securities, with such
other
securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the
Series' total assets, and (ii) not more than 25% of the value of
the
Series' total assets be invested in the securities of any one
issuer
(other than U.S. Government securities or the securities of other
regulated investment companies).  Since a relatively high
percentage
of each Series' assets may be invested in the obligations of a
limited number of issuers, a Series' portfolio securities may be
more
susceptible to any single economic, political or regulatory
occurrence than the portfolio securities of a diversified
investment company.
    

   
          Investment decisions for each Series are made
independently
from those of other investment companies advised by The Dreyfus
Corporation.  However, if such other investment companies or one
or
more of the Series are prepared to invest in, or desire to
dispose
of, Municipal Obligations or Taxable Investments at the same
time,
available investments or opportunities for sales will be
allocated
equitably to each investment company or Series, as the case may
be. 
In some cases, this procedure may adversely affect the size of
the
position obtained for or disposed of by a Series or the price
paid or
received by it.
    
                       MANAGEMENT OF THE FUND

   
          The Dreyfus Corporation, located at 200 Park Avenue,
New
York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser.  As of December 31, 1993, The Dreyfus
Corporation
managed or administered approximately $78 billion in assets for
more
than 1.9 million investor accounts nationwide.
    

             The Dreyfus Corporation supervises and assists in
the
overall management of the Fund's affairs under a Management
Agreement
with the Fund, subject to the overall authority of the Fund's
Board
of Directors in accordance with Maryland law.  The primary
investment
officer of the Intermediate Bond Series is ____________________. 
____________________ has been employed by The Dreyfus Corporation
since ____________, 19__.  The primary investment officer of the
Bond
Series is ____________________.  ____________________ has been
employed by The Dreyfus Corporation since ____________, 19__. 
The
Series' other investment officers are identified under
"Management of
the Fund" in the Statement of Additional Information.  The
Dreyfus
Corporation also provides research services for the Fund as well
as
for other funds advised by The Dreyfus Corporation through a
professional staff of portfolio managers and security analysts.
    

   
          Under the terms of the Management Agreement, the Fund
has
agreed to pay The Dreyfus Corporation:  (i) a monthly fee at the
annual rate of .50 of 1% of the value of the Money Market Series'
average daily net assets and (ii) a monthly fee at the annual
rate of
.60 of 1% of the value of each Longer Term Series' average daily
net
assets.  From time to time, The Dreyfus Corporation may waive
receipt
of its fees and/or voluntarily assume certain expenses of a
Series,
which would have the effect of lowering the overall expense ratio
of
that Series and increasing yield to investors at the time such
amounts are waived or assumed, as the case may be.  The Fund will
not
pay The Dreyfus Corporation at a later time for any amounts it
may
waive, nor will the Fund reimburse The Dreyfus Corporation for
any
amounts it may assume.  For the fiscal year ended August 31,
1993, no
management fee was paid by the Fund with respect to the Money
Market Series pursuant to an undertaking by The Dreyfus
Corporation.

          The Dreyfus Corporation has undertaken until June 30,
1996, in the case of the Money Market Series, and until June 30,
____, in the case of each Longer Term Series, that if in any
fiscal year
the
aggregate expenses of a Series, exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but
including the management fee, exceed .45% of the value of such
Series' average daily net assets for the fiscal year, the Fund
may
deduct from the payment to be made to The Dreyfus Corporation
under
the Management Agreement, or The Dreyfus Corporation will bear,
such
excess expense.
              
    
         The Dreyfus Corporation may pay Dreyfus Service
Corporation
for shareholder and distribution services from The Dreyfus
Corporation's own assets, including past profits but not
including
the management fee paid by the Fund.  Dreyfus Service Corporation
may
use part or all of such payments to pay securities dealers or
others
in respect of these services.
    

   
          The Shareholder Services Group, Inc., a subsidiary of
First
Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671,
is the Fund's Transfer and Dividend Disbursing Agent (the
"Transfer
Agent").  The Transfer Agent will receive the $5.00 exchange fee,
the
$5.00 account closeout fee, the $5.00 wire purchase and wire or
telephone redemption fee and the $2.00 checkwriting charge,
described
below.  A sufficient number of your shares will be redeemed
automatically to pay these amounts.  These payments will reduce
the
transfer agency fee otherwise payable by the Fund.  By purchasing
Series shares, you are deemed to have consented to this
procedure. 
The Bank of New York, 110 Washington Street, New York, New York
10286, is the Fund's Custodian.
    

                       HOW TO BUY FUND SHARES

          The Fund's distributor is Dreyfus Service Corporation,
a
wholly-owned subsidiary of The Dreyfus Corporation, located at
200
Park Avenue, New York, New York 10166.  The shares it distributes
are
not deposits or obligations of The Dreyfus Security Savings Bank,
F.S.B., and therefore are not insured by the Federal Deposit
Insurance Corporation.

   
          You can purchase Series shares without a sales charge
if
you purchase them directly from Dreyfus Service Corporation.  You
will be charged a $5.00 fee for each wire payment for Series
shares. 
You also may be charged a nominal fee if you effect transactions
in
Series shares through a securities dealer, bank or other
financial
institution.  Share certificates are issued only upon your
written
request.  No certificates are issued for fractional shares.  It
is
not recommended that any Series be used as a vehicle for Keogh,
IRA
or other qualified plans.  The Fund reserves the right to reject
any
purchase order.
    

          The minimum initial investment is $25,000.  Subsequent
investments must be at least $1,000.  The initial investment must
be
accompanied by the Fund's Account Application.

   
          You may purchase Series shares by check or wire. 
Checks
should be made payable to "The Dreyfus Family of Funds" and
should
specify the Series in which you are investing.  Payments to open
new
accounts which are mailed should be sent to The Dreyfus Family of
Funds, P.O. Box 9387, Providence, Rhode Island 02940-9387,
together
with your Account Application.  For subsequent investments, your
Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box
105, Newark, New Jersey 07101-0105.  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 Series' DDA# as shown below, for
purchase of Series shares in your name:
    

   
          DDA# 8900208767/Dreyfus BASIC Municipal Fund/Dreyfus
BASIC
          Municipal Money Market Series;

          DDA# _________/Dreyfus BASIC Municipal Fund/Dreyfus
BASIC
          Intermediate Municipal Bond Series; or

          DDA# _________/Dreyfus BASIC Municipal Fund/Dreyfus
BASIC
          Municipal Bond Series.
    

   
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 Series shares is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your
Fund
account number.  Please include your Fund account number on the
Fund's Account Application and promptly mail the Account
Application
to the Fund, as no redemptions will be permitted until the
Account
Application is received.  You may obtain further information
about
remitting funds in this manner from your bank.  All payments
should
be made in U.S. dollars and, to avoid additional fees and delays,
should be drawn only on U.S. banks.  A charge will be imposed if
any
check used for investment in your account does not clear.  The
Fund
makes available to certain large institutions the ability to
issue
purchase instructions through compatible computer facilities.
    

          Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House
member.  You must direct the institution to transmit immediately
available funds through the Automated Clearing House to The Bank
of
New York with instructions to credit your Fund account.  The
instructions must specify your Fund account registration and your
Fund account number preceded by the digits "1111."

   
          Shares of the Money Market Series are sold on a
continuous
basis at the net asset value per share next determined after an
order
in proper form and Federal Funds (monies of member banks within
the
Federal Reserve System which are held on deposit at a Federal
Reserve
Bank) are received by the Transfer Agent.  If you do not remit
Federal Funds, your payment must be converted into Federal Funds.
This usually occurs within one business day of receipt of a bank
wire or within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System.  Checks drawn on banks
which are
not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds.  Prior to receipt of
Federal Funds, your money will not be invested.
    

   
          The Money Market Series' net asset value per share is
determined as of 12:00 Noon, New York time, on each day the New
York
Stock Exchange is open for business.  Net asset value per share
is
computed by dividing the value of the Money Market Series' net
assets
(i.e., the value of its assets less liabilities) by the total
number
of Money Market Series' shares outstanding.  See "Determination
of
Net Asset Value" in the Statement of Additional Information.
    

   
          If your payments into the Money Market Series are
received
in or converted into Federal Funds by 12:00 Noon, New York time,
by
the Transfer Agent, you will receive the dividend declared that
day. 
If your payments are received in or converted into Federal Funds
after 12:00 Noon, New York time, by the Transfer Agent, you will
begin to accrue dividends on the following business day.
    

   
          Qualified institutions may telephone orders for
purchase of
the Money Market Series' shares.  These orders will become
effective
at the price determined at 12:00 Noon, New York time, and the
shares
purchased will receive the dividend on Series shares declared on
that
day if the telephone order is placed by 12:00 Noon, New York
time,
and Federal Funds are received by 4:00 p.m., New York time, on
that day.

     

   
         Shares of each Longer Term Series are sold on a
continuous
basis at the net asset value per share next determined after an
order
in proper form is received by the Transfer Agent.  Each Longer
Term
Series' net asset value per share is determined as of the close
of
trading on the floor of the New York Stock Exchange (currently
4:00
p.m., New York time), on each day that the New York Stock
Exchange is
open for business.  For purposes of determining the net asset
value
of each Longer Term Series, options and 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 specific Longer Term Series' net assets
(i.e., the value of its assets less liabilities) by the total
number
of such Series' shares outstanding.  The investments of each
Longer
Term Series are valued by an independent pricing service approved
by
the Fund's Board of Directors, and are valued at fair value as
determined by the pricing service.  The pricing service's
procedures
are reviewed under the general supervision of the Fund's Board of
Directors.  For further information regarding the methods
employed in
valuing each Longer Term Series' investments, see "Determination
of
Net Asset Value" in the Statement of Additional Information.
    

   
          Federal regulations require that you provide a
certified
TIN upon opening or reopening an account.  See "Dividends,
Distributions and Taxes" and the Fund's Account Application for
further information concerning this requirement.  Failure to
furnish
a certified TIN to the Fund could subject you to a $50 penalty
imposed by the Internal Revenue Service (the "IRS").
    

                         EXCHANGE PRIVILEGE
   
          The Exchange Privilege enables you to purchase up to
four
times a calendar year, in exchange for shares of a Series, shares
in
one of the other Series or shares of certain other funds managed
or
administered by The Dreyfus Corporation, to the extent such
shares
are offered for sale in your state of residence.  These funds
have
different investment objectives which may be of interest to you. 
If
you desire to use this Privilege, you should consult Dreyfus
Service
Corporation to determine if it is available and whether any
conditions are imposed on its use.  You will be charged a $5.00
fee
for each exchange you make out of a Series.  This fee will be
deducted from your account and paid to the Transfer Agent.
    

   
          To use this Privilege, you must give exchange
instructions
to the Transfer Agent in writing, by wire or by telephone.  If
you
previously have established the Telephone Exchange Privilege, you
may
telephone exchange instructions by calling 1-800-221-4060 or, if
you
are calling from overseas, call 1-401-455-3306.  See "How to
Redeem
Fund Shares--Procedures."  Before any exchange into a fund
offered by
another prospectus, you must obtain and should review a copy of
the
current prospectus of the fund into which the exchange is being
made.
Prospectuses may be obtained from Dreyfus Service Corporation. 
Except in the case of Personal Retirement Plans, the shares being
exchanged must have a current value of at least $1,000;
furthermore,
when establishing a new account by exchange, the shares being
exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being
made.  Telephone exchanges may be made only if the appropriate
"YES"
box has been checked on the Account Application, or a separate
signed
Shareholder Services Form is on file with the Transfer Agent. 
Upon
an exchange into a new account, the following shareholder
services
and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is
made:  Exchange Privilege, Check Redemption Privilege, Wire
Redemption Privilege, Telephone Redemption Privilege, and the
dividend/capital gain distribution option selected by the
investor.
    

   
          Shares will be exchanged at the next determined net
asset
value; however, a sales load may be charged with respect to
exchanges
into funds sold with a sales load.  If you are exchanging into a
fund
that charges a sales load, you may qualify for share prices which
do
not include the sales load or which reflect a reduced sales load,
if
the shares of the fund from which you are exchanging were:  (a)
purchased with a sales load, (b) acquired by a previous exchange
from
shares purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the
foregoing categories of shares.  To qualify, at the time of your
exchange you must notify the Transfer Agent.  Any such
qualification
is subject to confirmation of your holdings through a check of
appropriate records.  See "Exchange Privilege" in the Statement
of
Additional Information.  The Fund reserves the right to reject
any
exchange request in whole or in part and will reject any request
to
exchange out of one of the Series in excess of four during any
calendar year.  The Exchange Privilege may be modified or
terminated
at any time upon notice to shareholders.
    

          The exchange of shares of one fund for shares of
another is
treated for Federal income tax purposes as a sale of the shares
given
in exchange by the shareholder and, therefore, an exchanging
shareholder may realize a taxable gain or loss.

                      HOW TO REDEEM FUND SHARES

          General--You may request redemption of your shares at
any
time.  Redemption requests should be transmitted to the Transfer
Agent as described below.  When a request is received in proper
form,
the Fund will redeem the shares at the next determined net asset
value.

   
          You will be charged $5.00 when you redeem all shares in
your account or your account is otherwise closed out.  The fee
will
be deducted from your redemption proceeds and paid to the
Transfer
Agent.  The account closeout fee does not apply to exchanges out
of a
Series or to wire or telephone redemptions, for each of which a
$5.00
fee applies.  Securities dealers, banks and other financial
institutions may charge a nominal fee for effecting redemptions
of
Series shares.  Any certificates representing Series shares being
redeemed must be submitted with the redemption request.  The
value of
the shares redeemed may be more or less than their original cost,
depending upon the Series' then current net asset value.
    

   
          The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent of
a
redemption request in proper form, except as provided by the
rules of
the Securities and Exchange Commission.  However, if you have
purchased Series shares by check and subsequently submit a
written
redemption request to the Transfer Agent, your redemption will be
effective and the redemption proceeds will be transmitted to you
promptly upon bank clearance of your purchase check, which may
take
up to eight business days or more.  In addition, the Fund will
not
honor Redemption Checks under the Check Redemption Privilege, and
will reject requests to redeem shares by wire or telephone, for a
period of eight business days after receipt by the Transfer Agent
of
the purchase check 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.  Shares will not be redeemed until the
Transfer
Agent has received your Account Application.
    

          The Fund reserves the right to redeem your account at
its
option upon not less than 45 days' written notice if your
account's
net asset value is $10,000 or less and remains so during the
notice
period.  The $5.00 account closeout fee would be charged in such
case.

   
          Procedures--You may redeem Series shares by using the
regular redemption procedure through the Transfer Agent, using
the
Check Redemption Privilege, through the Wire Redemption Privilege
or
through the Telephone Redemption Privilege.  The Fund makes
available
to certain large institutions the ability to issue redemption
instructions through compatible computer facilities.
    

   
          You may redeem or exchange Series shares by telephone
if
you have checked the appropriate box on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent.  If you select a telephone redemption or exchange
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. 
The
Fund will require the Transfer Agent to employ reasonable
procedures,
such as requiring a form of personal identification, to confirm
that
instructions are genuine and, if it does not follow such
procedures,
the Fund or the Transfer Agent may be liable for any losses due
to
unauthorized or fraudulent instructions.  Neither the Fund nor
the
Transfer Agent will be liable for following telephone
instructions
reasonably believed to be genuine.


    
   
          During times of drastic economic or market conditions,
you
may experience difficulty in contacting the Transfer Agent by
telephone to request a redemption or exchange of Series 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, a Longer Term Series' net asset value may
fluctuate.
    

          Regular Redemption--Under the regular redemption
procedure,
you may redeem your shares by written request mailed to The
Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671.
Redemption requests may be delivered in person only to a Dreyfus
Financial Center.  These requests will be forwarded to the Fund
and
will be processed only upon receipt thereby.  For the location of
the
nearest Dreyfus Financial Center, please call one of the
telephone
numbers listed under "General Information."  Redemption requests
must
be signed by each shareholder, including each owner of a joint
account, and each signature must be guaranteed.  The Transfer
Agent
has adopted standards and procedures pursuant to which signature-
guarantees in proper form generally will be accepted from
domestic
banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies
and
savings associations, as well as from participants in the New
York
Stock Exchange Medallion Signature Program, the Securities
Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion
Program.  If you have any questions with respect to signature-
guarantees, please call one of the telephone numbers listed under
"General Information."

          Redemption proceeds of at least $5,000 will be wired to
any
member bank of the Federal Reserve System in accordance with a
written signature-guaranteed request.

   
          Check Redemption Privilege--You may request on the
Account
Application, Shareholder Services Form or by later written
request,
that the Fund provide Redemption Checks drawn on the Fund's
account.
Redemption Checks may be made payable to the order of any person
in
the amount of $1,000 or more.  Potential fluctuations in the net
asset value of the shares of each Longer Term Series should be
considered in determining the amount of the check.  Redemption
Checks
should not be used to close your account. Your account will be
charged $2.00 for each Redemption Check you write.  The Transfer
Agent also will impose a fee for stopping payment of a Redemption
Check upon your request or if the Transfer Agent cannot honor the
Redemption Check due to insufficient funds or other valid reason.
The Fund may return unpaid a Redemption Check that would draw
your
account balance below $5.00 and you may be subject to extra
charges. 
You should date your Redemption Checks with the current date when
you
write them.  Please do not post-date your Redemption Checks.  If
you
do, the Transfer Agent will honor, upon presentment, even if
presented before the date of the check, all post-dated Redemption
Checks which are dated within six months of presentment for
payment,
if they are otherwise in good order.  Shares for which
certificates
have been issued may not be redeemed by Redemption Check.  This
Privilege may be modified or terminated at any time by the Fund
or the Transfer Agent upon notice to shareholders.
    

   
          Wire Redemption Privilege--You may request by wire or
telephone that redemption proceeds (minimum $5,000) 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 will be
charged a $5.00 wire redemption fee for each wire redemption,
which will be deducted from your account and paid to the Transfer
Agent. 
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's
Account Application or file a Shareholder Services Form with the
Transfer Agent.  You may direct that redemption proceeds be paid
by
check (maximum $150,000 per day) made out to the owners of record
and
mailed to your address.  Redemption proceeds of less than $5,000
will
be paid automatically by check.  Holders of jointly registered
Fund
or bank accounts may have redemption proceeds of only up to
$250,000
wired within any 30-day period.  You may telephone redemption
requests by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.  The Fund reserves the right to
refuse
any redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of
such requests.  This Privilege may be modified or terminated at
any
time by the Transfer Agent or the Fund.  The Fund's Statement of
Additional Information sets forth instructions for transmitting
redemption requests by wire.  Shares for which certificates have
been
issued are not eligible for this Privilege.
    

   
          Telephone Redemption Privilege--You may redeem Series
shares (maximum $150,000 per day) by telephone if you have
checked
the appropriate box on the Fund's Account Application or have
filed a
Shareholder Services Form with the Transfer Agent.  You will be
charged a $5.00 telephone redemption fee for each telephone
redemption request, which will be deducted from your account and
paid
to the Transfer Agent.  The redemption proceeds will be paid by
check
and mailed to your address.  You may telephone redemption
instructions by calling 1-800-221-4060 or, if you are calling
from
overseas, call 1-401-455-3306.  The Fund reserves the right to
refuse
any request made by telephone, including requests made shortly
after
a change of address, and may limit the amount involved or the
number
of telephone redemption requests.  This Privilege may be modified
or
terminated at any time by the Transfer Agent or the Fund.  Shares
for
which certificates have been issued are not eligible for this
Privilege.
    
                      SHAREHOLDER SERVICES PLAN

    
         The Fund has adopted a Shareholder Services Plan
pursuant
to which the Fund reimburses Dreyfus Service Corporation an
amount
not to exceed an annual rate of .25 of l% of the value of each
Series' 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 Series and providing reports and other information,
and
services related to the maintenance of shareholder accounts.
    
                 DIVIDENDS, DISTRIBUTIONS AND TAXES

   
          Each Series ordinarily declares dividends from its net
investment income on each day the New York Stock Exchange is open
for
business.  Dividends usually are paid on the last business of
each
month (calendar day in the case of the Money Market Series) and
are
automatically reinvested in additional Series shares at net asset
value or, at your option, paid in cash.  The Series' earnings for
Saturdays, Sundays and holidays are declared as dividends on the
preceding business day.  With respect to each Longer Term Series,
Series shares begin earning income dividends on the day following
the
date of purchase.  If you redeem all shares in your account at
any
time during the month, all dividends to which you are entitled
will
be paid to you along with the proceeds of the redemption, after
deduction of any fees.  Distributions from net realized
securities
gains, if any, generally are declared and paid once a year, but
each
Series may make distributions on a more frequent basis to comply
with
the distribution requirements of the Code, in all events in a
manner
consistent with the provisions of the Investment Company Act of
1940. 
No Series will make distributions from net realized securities
gains
unless capital loss carryovers, if any, have been utilized or
have
expired.  You may choose whether to receive distributions in cash
or
to reinvest in additional Series shares at net asset value.  All
expenses are accrued daily and deducted before declaration of
dividends to investors.
    

   
          Except for dividends from Taxable Investments, each
Series
anticipates that substantially all dividends paid by such Series
will
not be subject to Federal income tax.  Dividends derived from
Taxable
Investments, together with distributions from any net realized
short-term securities gains and gains from the sale or other
disposition of certain market discount bonds, paid by a Series
are
subject to Federal income tax as ordinary income whether or not
reinvested.  No dividend paid by a Series will qualify for the
dividends received deduction allowable to certain U.S.
corporations. 
Distributions from net realized long-term securities gains of
each
Series generally are taxable as long-term capital gains for
Federal
income tax purposes if you are a citizen or resident of the
United
States.  The Code provides that the net capital gain of an
individual
generally will not be subject to Federal income tax at a rate in
excess of 28%. Under the Code, interest on indebtedness incurred
or
continued to purchase or carry Series shares which is deemed to
relate to exempt-interest dividends is not deductible.  Dividends
and
distributions may be subject to state and local taxes.
    

   
          Taxable dividends derived from net investment income,
together with distributions from net realized short-term
securities
gains and gains from the sale or other disposition of certain
market
discount bonds, paid by a Series 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 a Series to a foreign investor as well
as,
in the case of a Longer Term Series, the proceeds of any
redemptions
from a foreign investor's account, regardless of the extent to
which
gains 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.
    

   
          Although all or a substantial portion of the dividends
paid
by a Series may be excluded by its shareholders from their gross
income for Federal income tax purposes, such Series may purchase
specified private activity bonds, the interest from which may be
(i)
a preference item for purposes of the alternative minimum tax,
(ii) a
component of the "adjusted current earnings" preference item for
purposes of the corporate alternative minimum tax as well as a
component in computing the corporate environmental tax or (iii) a
factor in determining the extent to which a shareholder's Social
Security benefits are taxable.  If a Series purchases such
securities, the portion of its dividends related thereto will not
necessarily be tax exempt to an investor who is subject to the
alternative minimum tax and/or tax on Social Security benefits
and
may cause an investor to be subject to such taxes.
    

   
          Notice as to the tax status of your dividends and
distributions will be mailed to you annually.  You also will
receive
periodic summaries of your account which will include information
as
to dividends and distributions from securities gains, if any,
paid
during the year.  These statements set forth the dollar amount of
income exempt from Federal tax and the dollar amount, if any,
subject
to Federal tax.  These dollar amounts will vary depending on the
size
and length of time of your investment in a Series.  If a Series
pays
dividends derived from taxable income, it intends to designate as
taxable the same percentage of the day's dividend as the actual
taxable income earned on that day bears to total income earned on
that day.  Thus, the percentage of the dividend designated as
taxable, if any, may vary from day to day.
    

   
          Federal regulations generally require the Fund to
withhold
("backup withholding") and remit to the U.S. Treasury 31% of
taxable
dividends, distributions from net realized securities gains of a
Series and, in the case of a Longer Term Series, the proceeds of
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 of the Fund believes that the Money Market
Series has qualified for the fiscal year ended August 31, 1993 as
a
"regulated investment company" under the Code.  The Money Market
Series intends to continue to so qualify if such qualification is
in
the best interests of its shareholders.  Management of the Fund
expects that each Longer Term Series will qualify as a "regulated
investment company" under the Code so long as such qualification
is
in the best interests of each such Series' shareholders. 
Qualification as a "regulated investment company" relieves a
Series
of any liability for Federal income taxes to the extent its
earnings
are distributed in accordance with applicable provisions of the
Code.
In addition, each Series is subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed amounts of
taxable investment income and capital gains.
    

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

                         GENERAL INFORMATION

   
          The Fund was incorporated under Maryland law on
August 8, 1991, and commenced operations on December 16, 1991. 
On
December 24, 1992, the Fund's name was changed from Dreyfus
Investors
Municipal Money Market Fund, Inc. to Dreyfus BASIC Municipal
Money
Market Fund, Inc.  On _______, 1994, the Fund began operating
under
the name Dreyfus BASIC Municipal Fund.  The Fund is authorized to
issue four billion shares of Common Stock, (with three billion
shares
allocated to the Money Market Series and 500 million shares
allocated
to each Longer Term Series) par value $.001 per share.  Each
share
has one vote.
    

          Unless otherwise required by the Investment Company Act
of
1940, ordinarily it will not be necessary for the Fund to hold
annual
meetings of shareholders.  As a result, Fund shareholders may not
consider each year the election of Directors or the appointment
of
auditors.  However, pursuant to the Fund's By-Laws, the holders
of at
least 10% of the shares outstanding and entitled to vote may
require
the Fund to hold a special meeting of shareholders for purposes
of
removing a Director from office and for any other purpose.  Fund
shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares.  In addition,
the
Fund's Board of Directors will call a meeting of shareholders for
the
purpose of electing Directors if, at any time, less than a
majority
of the Directors then holding office have been elected by
shareholders.

   
          To date, the Fund's Board of Directors has authorized
the
creation of three series of shares.  All consideration received
by
the Fund 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 Fund) and will be subject to the
liabilities related thereto.  The income attributable to, and the
expenses of, one Series are treated separately from those of the
other Series.  The Fund has the ability to create, from time to
time,
new series without shareholder approval.
    

   
          Rule 18f-2 under the Investment Company Act of 1940
provides that any matter required to be submitted under the
provisions of the Investment Company Act of 1940 or applicable
state
law or otherwise to the holders of the outstanding voting
securities
of an investment company, such as the Fund, 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 accountants and the election of Directors from the
separate voting requirements of the Rule.
    

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

   
          Shareholder inquiries may be made by writing to the
Fund at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or
by
calling toll free 1-800-645-6561.  In New York City, call
1-718-895-1206; on Long Island, call 794-5254.
    

          No person has been authorized to give any information
or to
make any representations other than those contained in this
Prospectus and in the Fund's official sales literature in
connection
with the offer of the Fund's shares, and, if given or made, such
other information or representations must not be relied upon as
having been authorized by the Fund.  This Prospectus does not
constitute an offer in any State in which, or to any person to
whom,
such offering may not lawfully be made.

                                                               
   
                    DREYFUS BASIC MUNICIPAL FUND
                               PART B
                (STATEMENT OF ADDITIONAL INFORMATION)
                         _____________, 1994
                                                                 

    
         This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the
current Prospectus of Dreyfus BASIC Municipal Fund (the "Fund"),
dated ____________, 1994, as it may be revised from time to time.
To obtain a copy of the Fund's Prospectus, please write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
    

   
                    Call Toll Free 1-800-645-6561
               In New York City -- Call 1-718-895-1206
                   On Long Island -- Call 794-5254
    

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

          Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of the Manager, is the distributor of the
Fund's shares.

                          TABLE OF CONTENTS
                                                             Page
   
Investment Objective and Management Policies. . . . . . . .  B-2
Management of the Fund. . . . . . . . . . . . . . . . . . .  B-14
Management Agreement. . . . . . . . . . . . . . . . . . . .  B-17
Shareholder Services Plan . . . . . . . . . . . . . . . . .  B-19
Purchase of Fund Shares . . . . . . . . . . . . . . . . . .  B-20
Redemption of Fund Shares . . . . . . . . . . . . . . . . .  B-21
Exchange Privilege. . . . . . . . . . . . . . . . . . . . .  B-24
Determination of Net Asset Value. . . . . . . . . . . . . .  B-26
Dividends, Distributions and Taxes. . . . . . . . . . . . .  B-27
Performance Information . . . . . . . . . . . . . . . . . .  B-28
Portfolio Transactions. . . . . . . . . . . . . . . . . . .  B-30
Information About the Fund. . . . . . . . . . . . . . . . .  B-31
Custodian, Transfer and Dividend Disbursing Agent,
 Counsel and Independent Auditors . . . . . . . . . . . . .  B-31
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . .  B-33
Financial Statements. . . . . . . . . . . . . . . . . . . .  B-43
Report of Independent Auditors. . . . . . . . . . . . . . .  B-52
    



           INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DESCRIPTION OF THE FUND."

   
          The average distribution of investments (at value) in
Municipal Obligations by ratings for the fiscal year ended August
31, 1993, computed on a monthly basis, for the Money Market
Series
(the Longer Term Series had not commenced operations as of such
date) was as follows:
    

Fitch           Moody's        Standard & 
Investors       Investors      Poor's 
Service, Inc.   Service, Inc.  Corporation   Percentage of 
("Fitch")       ("Moody's")    ("S&P")       Value   
          or                or      
F1+/F1         MIG 1/VMIG 1,    SP-1+/SP-1,
                P-1             A-1+/A1       87.5%
AAA/AA         Aaa/Aa           AAA/AA         5.3%
Not Rated    Not Rated          Not Rated      7.2%
                                              100.0%
          Municipal Obligations.  The term "Municipal
Obligations" generally includes debt obligations issued to obtain
funds for various public purposes, including the construction of
a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, schools,
streets and water and sewer works.  Other public purposes for
which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating
expenses and lending such funds to other public institutions and
facilities.  In addition, certain types of industrial development
bonds are issued by or on behalf of public authorities to obtain
funds to provide for the construction, equipment, repair or
improvement of privately operated housing facilities, sports
facilities, convention or trade show facilities, airport, mass
transit, industrial, port or parking facilities, air or water
pollution control facilities and certain local facilities for
water supply, gas, electricity, or sewage or solid waste
disposal; the interest paid on such obligations may be exempt
from Federal income tax, although current tax laws place
substantial limitations on the size of such issues.  Such
obligations are considered to be Municipal Obligations if the
interest paid thereon qualifies as exempt from Federal income tax
in the opinion of bond counsel to the issuer.  There are, of
course, variations in the security of Municipal Obligations, both
within a particular classification and between classifications.

    
         Floating and variable rate demand notes and bonds are
tax exempt obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand
payment of principal (upon not more than 30 days' notice in the
case of the Money Market Series) at any time or at specified
intervals, which, in the case of the Money Market Series, may not
exceed 13 months.  The issuer of such obligations ordinarily has
a corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified number of days' notice to
the holders thereof.  The interest rate on a floating rate demand
obligation is based on a known lending rate, such as a bank's
prime rate, and is adjusted automatically each time such rate is
adjusted.  The interest rate on a variable rate demand obligation
is adjusted automatically at specified intervals.
    

   
          The yields on Municipal Obligations are dependent on a
variety of factors, including general economic and monetary
conditions, money market factors, conditions in the Municipal
Obligations market, size of a particular offering, maturity of
the obligation, and rating of the issue. The imposition of the
management fee, as well as other operating expenses, will have
the effect of reducing the yield to investors in that Series.
    

   
          Municipal lease obligations or installment purchase
contract obligations (collectively, "lease obligations") have
special risks not ordinarily associated with Municipal
Obligations. Although lease obligations do not constitute general
obligations of the municipality for which the municipality's
taxing power is pledged, a lease obligation ordinarily is backed
by the municipality's covenant to budget for, appropriate and
make the payments due under the lease obligation.  However,
certain lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make
lease or installment purchase payments in future years unless
money is appropriated for such purpose on a yearly basis. 
Although "non-appropriation" lease obligations are secured by the
leased property, disposition of the property in the event of
foreclosure might prove difficult.  The Money Market Series will
seek to minimize these risks by investing only in those lease
obligations that (1) are rated in one of the two highest rating
categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating
organization if the lease obligation was rated only by one such
organization); or (2) if unrated, are purchased principally from
the issuer or domestic banks or other responsible third parties,
in each case only if the seller shall have entered into an
agreement with the Money Market Series providing that the seller
or other responsible third party will either remarket or
repurchase the lease obligation within a short period after
demand by such Series.  Each Longer Term Series will seek to
minimize these risks by not investing more than 15% of its net
assets in lease obligations that contain "non-appropriation"
clauses, and by investing only in those "non-appropriation" lease
obligations where (1) the nature of the leased equipment or
property is such that its ownership or use is essential to a
governmental function of the municipality, (2) the lease payments
will commence amortization of principal at an early date
resulting in an average life of seven years or less for the lease
obligation, (3) appropriate covenants will be obtained from the
municipal obligor prohibiting the substitution or purchase of
similar equipment if lease payments are not appropriated, (4) the
lease obligor has maintained good market acceptability in the
past, (5) the investment is of a size that will be attractive to
institutional investors, and (6) the underlying leased equipment
has elements of portability and/or use that enhance its
marketability in the event foreclosure on the underlying
equipment is ever required.  The Staff of the Securities and
Exchange Commission currently considers certain lease obligations
to be illiquid.  Accordingly, not more than 15% (10% in the case
of the Money Market Series) of the value of a Series' net assets
will be invested in lease obligations that are illiquid and in
other illiquid securities.
    

   
          The Money Market Series will not purchase tender option
bonds unless (a) the demand feature applicable thereto is
exercisable by such Series within 13 months of the date of such
purchase upon no more than 30 days' notice and thereafter is
exercisable by the Series no less frequently than annually upon
no more than 30 days' notice and (b) at the time of such
purchase, the Manager reasonably expects (i) based upon its
assessment of current and historical interest rate trends, that
prevailing short-term tax exempt rates will not exceed the stated
interest rate on the underlying Municipal Obligations at the time
of the next tender fee adjustment and (ii) that the circumstances
which might entitle the grantor of a tender option to terminate
the tender option would not occur prior to the time of the next
tender opportunity.  At the time of each tender opportunity, the
Money Market Series will exercise the tender option with respect
to any tender option bonds unless the Manager reasonably expects,
(x) based upon its assessment of current and historical interest
rate trends, that prevailing short-term tax exempt rates will not
exceed the stated interest rate on the underlying Municipal
Obligations at the time of the next tender fee adjustment, and
(y) that the circumstances which entitle the grantor of a tender
option to terminate the tender option would not occur prior to
the time of the next tender opportunity.  The Money Market Series
will exercise the tender feature with respect to tender option
bonds, or otherwise dispose of its tender option bonds, prior to
the time the tender option is scheduled to expire pursuant to the
terms of the agreement under which the tender option is granted. 
The Money Market Series otherwise will comply with the provisions
of Rule 2a-7 in connection with the purchase of tender option
bonds, including, without limitation, the requisite determination
by the Fund's Board of Directors that the tender option bonds in
question meet the quality standards described in Rule 2a-7,
which, in the case of a tender option bond subject to a
conditional demand feature, would include a determination that
the security has received both the required short-term and
long-term quality rating or is determined to be of comparable
quality.  In the event of a default of the Municipal Obligation
underlying a tender option bond, or the termination of the tender
option agreement, the Money Market Series would look to the
maturity date of the underlying security for purposes of
compliance with Rule 2a-7 and, if its remaining maturity was
greater than 13 months, the Fund would sell the security as soon
as would be practicable.
    

   
          A Series will purchase tender option bonds only when
the Fund is satisfied that the custodial and tender option
arrangements will not adversely affect the tax exempt status of
the underlying Municipal Obligations and that payment of any
tender fees will not have the effect of creating taxable income
for such Series.  Based on the tender option bond agreement, the
Fund expects to be able to value the tender option bond at par;
however, the value of the instrument will be monitored to assure
that it is valued at fair value.
    

   
          Ratings of Municipal Obligations.  If, subsequent to
being purchased by the Money Market Series, (a) an issue of rated
Municipal Obligations ceases to be rated in the highest rating
category by at least two rating organizations (or one rating
organization if the instrument was rated by only one
organization), or the Fund's Board of Directors determines that
it is no longer of comparable quality; or (b) the Manager becomes
aware that any portfolio security not so highly rated or any
unrated security has been given a rating by any rating
organization below the rating organization's second highest
rating category, the Fund's Board of Directors will reassess
promptly whether such security presents minimal credit risk and
will cause the Money Market Series to take such action as it
determines is in the best interest of the Money Market Series and
its shareholders, provided that the reassessment required by
clause (b) is not required if the portfolio security is disposed
of or matures within five business days of the Manager becoming
aware of the new rating and the Fund's Board of Directors is
subsequently notified of the Manager's actions.  Subsequent to
being purchased by a Longer Term Series, an issue of rated
Municipal Obligations may cease to be rated or its rating may be
reduced below the minimum required for purchase by such Series. 
Neither event will require the sale of such Municipal Obligations
by a Longer Term Series, but the Manager will consider such event
in determining whether the Series should continue to hold the
Municipal Obligations.
    

   
          To the extent the ratings by Moody's, S&P or Fitch for
Municipal Obligations may change as a result of changes in such
organizations or their rating systems, the Series will attempt to
use comparable ratings as standards for its investments in
accordance with the investment policies contained in the
Prospectus and this Statement of Additional Information.  The
ratings of Moody's, S&P and Fitch represent their opinions as to
the quality of the Municipal Obligations which they undertake to
rate.  It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of
quality.  Although these ratings may be an initial criterion for
selection of portfolio investments, the Manager also will
evaluate these securities and the creditworthiness of the issuers
of such securities.
    

   
          Futures Contracts and Options on Futures Contracts. 
For each Longer Term Series, upon exercise of an option on a
futures contract, the writer of the option delivers to the holder
of the option the futures position and the accumulated balance in
the writer's futures margin account, which represents the amount
by which the market price of the futures contract exceeds, in the
case of a call, or is less than, in the case of a put, the
exercise price of the option on the futures contract.  The
potential loss related to the purchase of options on futures
contracts is limited to the premium paid for the option (plus
transaction costs).  Because the value of the option is fixed at
the time of sale, there are no daily cash payments to reflect
changes in the value of the underlying contract; however, the
value of the option does change daily and that change would be
reflected in the net asset value of the Longer Term Series.
    

   
          Lending Portfolio Securities.  To a limited extent,
each Longer Term Series may lend its portfolio securities to
brokers, dealers and other financial institutions, provided it
receives cash collateral which at all times is maintained in an
amount equal to at least 100% of the current market value of the
securities loaned.  By lending its securities, a Longer Term
Series can increase its income through the investment of the cash
collateral.  For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by the Longer Term Series to be
the equivalent of cash.  From time to time, the Fund may return
to the borrower or a third party which is unaffiliated with the
Fund, and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.  

    

    
         The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned:  (1) the Longer Term Series 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 Longer Term Series must be able to terminate the loan at
any time; (4) the Longer Term Series 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; and (5) the Longer Term Series may pay only
reasonable custodian fees in connection with the loan.  These
conditions may be subject to future modification.
    

   
          Taxable Investments.  Securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities
include U.S. Treasury securities, which differ in their interest
rates, maturities and times of issuance.  Treasury Bills have
initial maturities of one year or less; Treasury Notes have
initial maturities of one to ten years; and Treasury Bonds
generally have initial maturities of greater than ten years. 
Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities, for example, Government National Mortgage
Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of
the Federal Home Loan Banks, by the right of the issuer to borrow
from the U.S. Treasury; others, such as those issued by the
Federal National Mortgage Association, by discretionary authority
of the U.S. Government to purchase certain obligations of the
agency or instrumentality; and others, such as those issued by
the Student Loan Marketing Association, only by the credit of the
agency or instrumentality.  These securities bear fixed, floating
or variable rates of interest.  Interest may fluctuate based on
generally recognized reference rates or the relationship of
rates.  While the U.S. Government provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is not
so obligated by law.  A Series will invest in such securities
only when the Fund is satisfied that the credit risk with respect
to the issuer is minimal.

    
   
       Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs.

          Certificates of deposit are negotiable certificates
representing 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 at a stated
interest rate.  Investments in time deposits generally are
limited to London branches of domestic banks that have total
assets in excess of one billion dollars.  Time deposits which may
be held by a Series will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.
    

          Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity.  Other short-term bank obligations may include
uninsured, direct obligations bearing fixed, floating or variable
interest rates.

   
          Repurchase agreements involve the acquisition by a
Series of an underlying debt instrument subject to an obligation
of the seller to repurchase, and such Series to resell, the
instrument at a fixed price, usually not more than one week after
its purchase.  The Fund's custodian or sub-custodian will have
custody of, and will hold in a segregated account, securities
acquired by the Series under a repurchase agreement.  Repurchase
agreements are considered by the Staff of the Securities and
Exchange Commission to be loans by the Series that enters into
them.  In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, a Series will enter into repurchase
agreements only with domestic banks with total assets in excess
of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect
to securities of the type in which that Series may invest, and
will require that additional securities be deposited with it if
the value of the securities purchased should decrease below
resale price.  The Manager will monitor on an ongoing basis the
value of the collateral to assure that it always equals or
exceeds the repurchase price.  Certain costs may be incurred by a
Series in connection with the sale of the securities if the
seller does not repurchase them in accordance with the repurchase
agreement.  In addition, if bankruptcy proceedings are commenced
with respect to the seller of the securities, realization on the
securities by a Series may be delayed or limited.  Each Series
will consider on an ongoing basis the creditworthiness of the
institutions with which it enters into repurchase agreements.
    

Risk Factors
   
          Lower Rated Bonds.  This section applies to each Longer
Term Series only.  Lower rated bonds as described herein are not
eligible investments for the Money Market Series.  Each Longer
Term Series is permitted to invest in securities rated below Baa
by Moody's and below BBB by S&P or Fitch.  Such bonds, though
higher yielding, are characterized by risk.  See in the
Prospectus "Risk Factors--Lower Rated Bonds" for a discussion of
certain risks and "Appendix" for a general description of
Moody's, S&P and Fitch ratings of Municipal Obligations. 
Although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market
value risk of these bonds.  Each Longer Term Series will rely on
the Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer. In this evaluation, the Manager
will take into consideration, among other things, the issuer's
financial resources, its sensitivity to economic conditions and
trends, the quality of the issuer's management and regulatory
matters.  It also is possible that a rating agency might not
timely change the rating on a particular issue to reflect
subsequent events.  As stated above, once the rating of a bond in
a Longer Term Series' portfolio has been changed, the Manager
will consider all circumstances deemed relevant in determining
whether such Series should continue to hold the bond.
    

   
          Investors should be aware that the market values of
many of these bonds tend to be more sensitive to economic
conditions than are higher rated securities.  These bonds
generally are considered by Moody's, S&P and Fitch to be
predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the
obligation and generally will involve more credit risk than
securities in the higher rating categories.
    

   
          Because there is no established retail secondary market
for many of these securities, the Fund anticipates that such
securities could be sold only to a limited number of dealers or
institutional investors.  To the extent a secondary trading
market for these bonds does exist, it generally is not as liquid
as the secondary market for higher rated securities.  The lack of
a liquid secondary market may have an adverse impact on market
price and yield and a Longer Term Series' ability to dispose of
particular issues when necessary to meet its liquidity needs or
in response to a specific economic event such as a deterioration
in the creditworthiness of the issuer.  The lack of a liquid
secondary market for certain securities also may make it more
difficult for a Longer Term Series to obtain accurate market
quotations for purposes of valuing its portfolio and calculating
its net asset value.  Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the
values and liquidity of these securities.  In such cases,
judgment may play a greater role in valuation because less
reliable, objective data may be available.
    

   
          These bonds may be particularly susceptible to economic
downturns.  It is likely that any economic recession could
severely disrupt the market for such securities and may have an
adverse impact on the value of such securities.  In addition, it
is likely that any such economic downturn could adversely affect
the ability of the issuers of such securities to repay principal
and pay interest thereon and increase the incidence of default of
such securities.
    

   
          Each Longer Term Series may acquire these bonds during
an initial offering.  Such securities may involve special risks
because they are new issues.  Neither Longer Term Series has any
arrangements with the Distributor or any other persons concerning
the acquisition of such securities, and the Manager will review
carefully the credit and other characteristics pertinent to such
new issues.
    

   
          Lower rated zero coupon securities, in which each
Longer Term Series may invest up to 5% of its total assets,
involve special consideration.  The credit risk factors
pertaining to lower rated securities also apply to lower rated
zero coupon bonds.  Such zero coupon bonds carry an additional
risk in that, unlike bonds which pay interest throughout the
period to maturity, a Series will realize no cash until the cash
payment date unless a portion of such securities are sold and, if
the issuer defaults, the Longer Term Series may obtain no return
at all on its investment.  See "Dividends, Distributions and
Taxes."
    

Investment Restrictions

   
          Money Market Series.  The Money Market Series 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 "Act")) of the Money Market Series' outstanding
voting shares.  The Money Market Series may not:
    

          1.   Purchase securities other than Municipal
Obligations and Taxable Investments as those terms are defined
above and in the Prospectus.

   
          2.   Borrow money, except from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the
value of the Series' 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 Series' total
assets, the Series will not make any additional investments.
    
          3.   Pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure borrowings for temporary or
emergency purposes.

          4.   Sell securities short or purchase securities on
margin.

    
         5.   Underwrite the securities of other issuers, except
that the Series may bid separately or as part of a group for the
purchase of Municipal Obligations directly from an issuer for its
own portfolio to take advantage of the lower purchase price
available.
    

   
          6.   Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid (which securities could include
participation interests (including municipal lease/purchase
agreements) that are not subject to the demand feature described
in the Fund's Prospectus and floating and variable rate demand
obligations as to which the Series cannot exercise the demand
feature described in the Fund's Prospectus on less than seven
days' notice and as to which there is no secondary market), if,
in the aggregate, more than 10% of its net assets would be so
invested.
    

          7.   Purchase or sell real estate, real estate
investment trust securities, commodities or commodity contracts,
or oil and gas interests, but this shall not prevent the Series
from investing in Municipal Obligations secured by real estate or
interests therein.

          8.   Make loans to others except through the purchase
of qualified debt obligations and the entry into repurchase
agreements referred to above and in the Fund's Prospectus.

          9.   Invest more than 25% of its total assets in the
securities of issuers in any single industry; provided that there
shall be no such limitation on the purchase of Municipal
Obligations and, for temporary defensive purposes, obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

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

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

   
          Intermediate Bond Series and Bond Series.  Each Longer
Term Series has adopted investment restrictions numbered 1
through 7 as fundamental policies which cannot be changed, as to
a Series, without approval by the holders of a majority (as
defined in the Act) of such Series' outstanding voting shares. 
Investment restrictions numbered 8 through 13 are non-fundamental
policies and may be changed, as to a Longer Term Series, by vote
of a majority of the Fund's Directors at any time.  Neither
Longer Term Series may:
    

   
          1.   Invest more than 25% of its total assets in the
securities of issuers in any single industry; provided that there
shall be no such limitation on the purchase of Municipal
Obligations and, for temporary defensive purposes, obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
    
   
          2.   Borrow money, except to the extent permitted under
the Act.  For purposes of this investment restriction, the entry
into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or
indexes shall not constitute borrowing.
    

   
          3.   Purchase or sell real estate, commodities or
commodity contracts, or oil and gas interests, but this shall not
prevent the Series from investing in Municipal Obligations
secured by real estate or interests therein, or prevent the
Series from purchasing and selling options, forward contracts,
futures contracts, including those relating to indexes, and
options on futures contracts or indexes.
    

   
          4.   Underwrite the securities of other issuers, except
that the Series may bid separately or as part of a group for the
purchase of Municipal Obligations directly from an issuer for its
own portfolio to take advantage of the lower purchase price
available, and except to the extent the Series may be deemed an
underwriter under the Securities Act of 1933, as amended, by
virtue of disposing of portfolio securities.
    

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

   
          6.   Issue any senior security (as such term is defined
in Section 18(f) of the Act), except to the extent that the
activities permitted in Investment Restrictions numbered 2, 3, 10
and 11 may be deemed to give rise to a senior security.
    

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

   
          8.   Purchase securities other than Municipal
Obligations and Taxable Investments and those arising out of
transactions in futures and options or as otherwise provided in
the Prospectus.
    

   
          9.   Invest in securities of other investment
companies, except to the extent permitted under the Act.
    

   
          10.  Pledge, hypothecate, mortgage or otherwise
encumber its assets, except to the extent necessary to secure
permitted borrowings and to the extent related to the deposit of
assets in escrow in connection with the purchase of securities on
a when-issued or delayed-delivery basis and collateral and
initial or variation margin arrangements with respect to options,
forward contracts, futures contracts, including those related to
indexes, and options on futures contracts or indexes.
    

   
          11.  Purchase, sell or write puts, calls or
combinations thereof, except as described in the Fund's
Prospectus and Statement of Additional Information.
    

   
          12.  Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid (which securities could include
participation interests (including municipal lease/purchase
agreements) and floating and variable rate demand obligations as
to which the Series cannot exercise the demand feature as
described in the Prospectus on less than seven days' notice and
as to which there is no secondary market), if, in the aggregate,
more than 15% of its net assets would be so invested.
    

   
          13.  Invest in companies for the purpose of exercising
control.
    
    
   
      For purposes of Investment Restriction No. 9 with
respect to the Money Market Series, and Investment Restriction
No. 1 with respect to each Longer Term Series, industrial
development bonds, where the payment of principal and interest is
the ultimate responsibility of companies within the same
industry, are grouped together as an "industry."  If a percentage
restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in
values or assets will not constitute a violation of such
restriction.
    

   
          Each Series may make commitments more restrictive than
the respective restrictions listed above so as to permit the sale
of such Series' shares in certain states.  Should any Series
determine that a commitment is no longer in the best interest of
such Series and its shareholders, it reserves the right to revoke
the commitment by terminating the sale of its shares in the state
involved.
    

MANAGEMENT OF THE FUND

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

Directors and Officers of the Fund

   
*DAVID W. BURKE, Director.  Since October 1990, Vice President
     and Chief Administrative Officer of the Manager and an
     officer, director or trustee of other investment companies
     advised or administered by the Manager.  From 1977 to 1990,
     Mr. Burke was involved in the management of national
     television news, as Vice President and Executive Vice
     President of ABC News, and subsequently as President of CBS
     News.  His address is 200 Park Avenue, New York, New York
     10166.
    

SAMUEL CHASE, Director.  Since 1982, President of Samuel Chase &
     Company, Ltd., and from 1983 to December 1989, Chairman of
     Chase, Brown & Blaxall, Inc., economic consulting firms. 
     His address is 4410 Massachusetts Avenue, N.W., Suite 408,
     Washington, D.C. 20016.

JONI EVANS, Director.  Senior Vice President of William Morris. 
     From September 1987 to May 1993, Executive Vice President of
     Random House Inc. and, from January 1991 to May 1993,
     President and Publisher of Turtle Bay Books; from January
     1987 to December 1990, Publisher of Random House-Adult Trade
     Division; from September 1985 to September 1987, President
     of Simon and Schuster-Trade Division.  Her address is 1350
     Avenue of the Americas, New York, New York 10019.

*LAWRENCE M. GREENE, Director.  Legal Consultant to and a
     director of the Manager, Executive Vice President and a
     director of the Distributor and an officer, director or
     trustee of other investment companies advised or
     administered by the Manager. His address is 200 Park Avenue,
     New York, New York 10166.

ARNOLD S. HIATT, Director.  Chairman of The Stride Rite
     Foundation.  From 1969 to June 1992, Chairman of the Board
     President or Chief Executive Officer of The Stride Rite
     Corporation, a multi-divisional footwear manufacturing and
     retailing company.  Mr. Hiatt is also a director of The
     Cabot Corporation.  His address is 400 Atlantic Avenue,
     Boston, Massachusetts 02110.

DAVID J. MAHONEY, Director.  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. and a director
     and member of the Executive Committee of NYNEX Corporation.
     His address is 745 Fifth Avenue, Suite 700, New York, New
     York 10151.

*RICHARD J. MOYNIHAN, Director, President and Investment Officer.
     An employee of the Manager and an officer, director or
     trustee of other investment companies advised or
     administered by the Manager.  His address is 200 Park
     Avenue, New York, New York 10166.

BURTON N. WALLACK, Director. President and co-owner of Wallack
     Management Company, a real estate management company
     managing real estate in the New York City area.  His address
     is 18 East 64th Street, Suite 3D, New York, New York 10021.

          Each of the "non-interested" Directors is also a
director of Dreyfus California Tax Exempt Bond Fund, Inc.,
Dreyfus Connecticut Municipal Money Market Fund, Inc., Dreyfus
GNMA Fund, Inc., Dreyfus Intermediate Municipal Bond Fund, Inc.,
Dreyfus Michigan Municipal Money Market Fund, Inc., Dreyfus New
Jersey Municipal Money Market Fund. Inc., Dreyfus New York Tax
Exempt Bond Fund, Inc. and Dreyfus Ohio Municipal Money Market
Fund, Inc., and a trustee of Dreyfus Massachusetts Municipal
Money Market Fund, Dreyfus Massachusetts Tax Exempt Bond Fund,
Dreyfus New York Tax Exempt Intermediate Bond Fund, Dreyfus New
York Tax Exempt Money Market Fund and Dreyfus Pennsylvania
Municipal Money Market Fund.

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

          The Fund does not pay any remuneration to its officers
and Directors other than fees and expenses to Directors who are
not officers, directors, employees or holders of 5% or more of
the outstanding voting securities of the Manager, which totalled
$5,360 for the fiscal year ended August 31, 1993 for all such
Directors as a group.

Officers of the Fund Not Listed Above

A. PAUL DISDIER, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

KAREN M. HAND, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

STEPHEN C. KRIS, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

JILL C. SHAFFRO, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

L. LAWRENCE TROUTMAN, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

SAMUEL J. WEINSTOCK, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

MONICA S. WIEBOLDT, Vice President and Investment Officer.  An
     employee of the Manager and an officer of other investment
     companies advised and administered by the Manager.

DANIEL C. MACLEAN, Vice President.  Vice President and General
     Counsel of the Manager, Secretary of the Distributor and an
     officer of other investment companies advised or
     administered by the Manager.

JEFFREY N. NACHMAN, Vice President and Treasurer.  Vice
     President--Mutual Fund Accounting of the Manager and an
     officer of other investment companies advised or
     administered by the Manager.

PAUL T. MOLLOY, Controller.  Senior Accounting Manager in the
     Fund Accounting Department of the Manager and an officer of
     other investment companies advised or administered by the
     Manager.

MARK N. JACOBS, Secretary.  Secretary and Deputy General Counsel
     of the Manager and an officer of other investment companies
     advised or administered by the Manager.

ROBERT I. FRENKEL, Assistant Secretary.  Senior Assistant General
     Counsel to the Manager and an officer of other investment
     companies advised or administered by the Manager.

CHRISTINE PAVALOS, Assistant Secretary.  Assistant Secretary of
     the Manager, the Distributor and other investment companies
     advised or administered by the Manager.

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

          Directors and officers of the Fund, as a group, owned
less than 1% of the Fund's Common Stock outstanding on
February 9, 1994.

          The following persons are also officers and/or
directors of the Manager:  Howard Stein, Chairman of the Board
and Chief Executive Officer; Julian M. Smerling, Vice Chairman of
the Board of Directors; Joseph S. DiMartino, President, Chief
Operating Officer and a director; Alan M. Eisner, Vice President
and Chief Financial Officer; Robert F. Dubuss, Vice President;
Elie M. Genadry, Vice President--Institutional Sales; Peter A.
Santoriello, Vice President; Robert H. Schmidt, Vice President;
Philip L. Toia, Vice President--Fixed-Income Research; Kirk V.
Stumpp, Vice President--New Product Development; John J. Pyburn
and Katherine C. Wickham, Assistant Vice Presidents; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin E. Friedman,
Abigail Q. McCarthy and David B. Truman, directors.


                      MANAGEMENT AGREEMENT

          The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Management of the Fund."
   
          The Manager provides management services pursuant to
the Management Agreement (the "Agreement") dated August 28, 1991,
as revised February __, 1994, with the Fund.  As to each Series,
the Agreement is subject to annual approval by (i) the Fund's
Board of Directors or (ii) vote of a majority (as defined in the
Act) of the outstanding voting securities of such Series,
provided that in either event the continuance also is approved by
a majority of the Directors who are not "interested persons" (as
defined in the Act) of the Fund or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval.  The Agreement was approved by shareholders of the
Money Market Series with respect to that Series at a
shareholders' meeting held on December 15, 1992, and by the
shareholder of each Longer Term Series on February __, 1994.  It
was last approved by the Fund's Board of Directors, including a
majority of the Directors who are not "interested persons" of any
party to the Agreement, at a meeting held on February __, 1994. 
As to each Series, the Agreement is terminable without penalty,
on 60 days' notice, by the Fund's Board of Directors or by vote
of the holders of a majority of such Series' shares, or, on not
less than 90 days' notice, by the Manager.  The Agreement will
terminate automatically, as to the relevant Series, in the event
of its assignment (as defined in the Act).
    

   
          The Manager manages each Series' portfolio of
investments in accordance with the stated policies of such
Series, subject to the approval of the Fund's Board of Directors.
The Manager is responsible for investment decisions, and provides
the Fund with Investment Officers who are authorized by the
Fund's Board of Directors to execute purchases and sales of
securities.  The Fund's Investment Officers are A. Paul Disdier,
Karen M. Hand, Stephen C. Kris, Richard J. Moynihan, Jill C.
Shaffro, L. Lawrence Troutman, Samuel J. Weinstock and Monica S.
Wieboldt.  The Manager also maintains a research department with
a professional staff of portfolio managers and securities
analysts who provide research services for the Fund as well as
for other funds advised by the Manager.  All purchases and sales
are reported for the Directors' review at the meeting subsequent
to such transactions.
    

   
          All expenses incurred in the operation of the Fund are
borne by the Fund, except to the extent specifically assumed by
the Manager.  The expenses borne by the Fund include:
organizational costs, taxes, interest, brokerage fees and
commissions, if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding
voting securities of the Manager, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of maintaining
the Fund's existence, costs of independent pricing services,
costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and corporate meetings, costs of preparing
and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses.  Expenses
attributable to a particular Series are charged against the
assets of that Series; other expenses of the Fund are allocated
among the Series on the basis determined by the Board of
Directors, including, but not limited to, proportionately in
relation to the net assets of each Series.
    

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

   
          As compensation for the Manager's services, the Fund
has agreed to pay the Manager a monthly management fee at the
annual rate of .50 of 1% of the value of the Money Market Series'
average daily net assets and .60 of 1% of the value of each of
the Longer Term Series' average daily net assets.  All fees and
expenses are accrued daily and deducted before the declaration of
dividends to shareholders.  For the period December 16, 1991
(commencement of operations) through August 31, 1992, and for the
fiscal year ended August 31, 1993, no management fee was paid by
the Fund with respect to the Money Market Series pursuant to an
undertaking by the Manager.
    

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

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

                    SHAREHOLDER SERVICES PLAN

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

          The Fund has adopted a Shareholder Services Plan (the
"Plan") pursuant to which the Fund reimburses the Distributor 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
an answering shareholder inquiries and providing reports and
other information, and services related to the maintenance of
shareholder accounts.

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

                     PURCHASE OF FUND SHARES

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

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

   
          Using Federal Funds.  The following information is
applicable to the Money Market Series only.  The Shareholder
Services Group, Inc., the Fund's transfer and dividend disbursing
agent (the "Transfer Agent"), or the Money Market Series may
attempt to notify the investor upon receipt of checks drawn on
banks that are not members of the Federal Reserve System as to
the possible delay in conversion into Federal Funds and may
attempt to arrange for a better means of transmitting the money. 
If the investor is a customer of a securities dealer, bank or
other financial institution and his order to purchase Money
Market Series shares is paid for other than in Federal Funds, the
securities dealer, bank or other financial institution acting on
behalf of its customer, will complete the conversion into, or
itself advance, Federal Funds generally on the business day
following receipt of the customer order.  The order is effective
only when so converted and received by the Transfer Agent.  An
order for the purchase of Money Market Series shares placed by an
investor with sufficient Federal Funds or cash balance in his
brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that the
order, including Federal Funds, is received by the Transfer
Agent.
    

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

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

          Reopening an Account.  An investor may reopen an
account with a minimum investment of $10,000 without filing a new
Account Application during the calendar year the account is
closed or during the following calendar year, provided the
information on the old Account Application is still applicable.

                    REDEMPTION OF FUND SHARES

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

          Check Redemption Privilege.  An investor may indicate
on the Account Application or by later written request that the
Fund provide Redemption Checks ("Checks") drawn on the Fund's
account.  Checks will be sent only to the registered owner(s) of
the account and only to the address of record.  The Account
Application or later written request must be manually signed by
the registered owner(s).  Checks may be made payable to the order
of any person in an amount of $1,000 or more.  When a Check is
presented to the Transfer Agent for payment, the Transfer Agent,
as the investor's agent, will cause the Fund to redeem a
sufficient number of shares in the investor's account to cover
the amount of the Check and the $2.00 charge.  Dividends are
earned until the Check clears.  After clearance, a copy of the
Check will be returned to the investor. Investors generally will
be subject to the same rules and regulations that apply to
checking accounts, although election of this Privilege creates
only a shareholder-transfer agent relationship with the Transfer
Agent.

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

   
          Redemption by Wire.  By using this Privilege, the
investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor, and reasonably believed by
the Transfer Agent to be genuine.  An investor will be charged a
$5.00 fee for each wire redemption, which will be deducted from
the investor's account and paid to the Transfer Agent. 
Ordinarily, the Fund will initiate payment for Money Market
Series shares redeemed pursuant to this Privilege on the same
business day if the Transfer Agent receives the redemption
request in proper form prior to Noon on such day; otherwise, and
with respect to all Longer Term Series shares redeemed pursuant
to this Privilege, the Fund will initiate payment on the next
business day.  Redemption proceeds will be transferred by Federal
Reserve wire only to the commercial bank account specified by the
investor on the Account Application or Shareholder Services Form.
Redemption proceeds, if wired, must be in the amount of $5,000 or
more and will be wired to the investor's account at the bank of
record designated in the investor's file at the Transfer Agent,
if the investor's bank is a member of the Federal Reserve System,
or to a correspondent bank if the investor's bank is not a
member.  Fees ordinarily are imposed by such bank and usually are
borne by the investor.  Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a
delay in crediting the funds to the investor's bank account.  
    

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

                                             Transfer Agent's
     Transmittal Code                        Answer Back Sign


     144295                                  144295 TSSG PREP

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

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

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

   
          Redemption Commitment.  The Fund has committed itself
to pay in cash all redemption requests by any shareholder of
record of a Series, limited in amount during any 90-day period to
the lesser of $250,000 or 1% of the value of such Series' 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 Fund's Board of Directors reserves the
right to make payments in whole or in part in securities or other
assets in case of an emergency or any time a cash distribution
would impair the liquidity of the Series to the detriment of the
existing shareholders.  In this event, the securities would be
valued in the same manner as the portfolio of the Series is
valued.  If the recipient sold such securities, brokerage charges
would be incurred.
    

          Suspension of Redemptions.  The right of redemption may
be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than
customary weekend and holiday closings), (b) when trading in the
markets the Fund ordinarily utilities 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.

EXCHANGE PRIVILEGE

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

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

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

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

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

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

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

   
          To use this Privilege, an investor must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone.  Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account Application
or a separate signed Shareholder Services Form is on file with
the Transfer Agent.  By using this Privilege, the investor
authorizes the Transfer Agent to act on telephonic, telegraphic
or written exchange instructions from any person representing
himself or herself to be the investor, and reasonably believed by
the Transfer Agent to be genuine.  Telephone exchanges may be
subject to limitations as to the amount involved or the number of
telephone exchanges permitted.  Shares issued in certificate form
are not eligible for telephone exchange.  Investors will be
charged a $5.00 fee for each exchange made out of the Fund, which
will be deducted from the investor's account and paid to the
Transfer Agent.
    

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

          This Privilege is available to shareholders resident in
any state in which shares of the fund being acquired may legally
be sold.  Shares may be exchanged only between accounts having
identical names and other identifying designations.

   
          Shareholder Services Forms and prospectuses of the
other funds may be obtained from the Distributor, 144 Glenn
Curtis Boulevard, Uniondale, New York 11556-0144.  The Fund
reserves the right to reject any exchange request in whole or in
part.  The Exchange Privilege may be modified or terminated at
any time upon notice to shareholders.
    

                DETERMINATION OF NET ASSET VALUE

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

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

   
          The Fund's Board of Directors has established, as a
particular responsibility within the overall duty of care owed to
the Money Market Series' investors, procedures reasonably
designed to stabilize the Series' price per share as computed for
purposes of sales and redemptions at $1.00.  Such procedures
include review of the Money Market Series' portfolio holdings by
the Fund's Board of Directors, at such intervals as it deems
appropriate, to determine whether the Money Market Series' net
asset value calculated by using available market quotations or
market equivalents deviates from $1.00 per share based on
amortized cost.  Market quotations and market equivalents used in
such review are obtained from an independent pricing service (the
"Service") approved by the Fund's Board of Directors.  The
Service values the Money Market Series' investments based on
methods which include consideration of: yields or prices of
municipal bonds of comparable quality, coupon, maturity and type;
indications of values from dealers; and general market
conditions.  The Service also may employ electronic data
processing techniques and/or a matrix system to determine
valuations.
    

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

   
          Valuation of Portfolio Securities.  The information
contained in this section is applicable to each Longer Term
Series only.  The investments of each Longer Term Series are
valued each business day by an independent pricing service (the
"Service") approved by the Fund's Board of Directors.  When, in
the judgment of the Service, quoted bid prices for investments
are readily available and are representative of the bid side of
the market, these investments are valued at the mean between the
quoted bid prices (as obtained by the Service from dealers in
such securities) and asked prices (as calculated by the Service
based upon its evaluation of the market for such securities). 
Other investments (which constitute a majority of the portfolio
securities) are carried at fair value as determined by the
Service, based on methods which include consideration of:  yields
or prices of municipal bonds of comparable quality, coupon,
maturity and type; indications as to values from dealers; and
general market conditions.  The Service may employ electronic
data processing techniques and/or a matrix system to determine
valuations.  The Service's procedures are reviewed by the Series'
officers under the general supervision of the Fund's Board of
Directors.  Expenses and fees, including the management fee
(reduced by the expense limitation, if any), are accrued daily
and are taken into account for the purpose of determining the net
asset value of Series 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 Fund's Prospectus
entitled "Dividends, Distributions and Taxes."

   
          In the case of Series shares redeemed in connection
with any exchange or redemption fees, a shareholder will
recognize a capital loss in the amount of the fee paid.  In
general, such loss will be treated as a short-term capital loss
if the shares were held for one year or less, or, in the case of
shares held for greater than one year, a long-term capital loss.
    

          The Internal Revenue Code of 1986, as amended (the
"Code"), provides that if a shareholder has not held his Fund
shares for more than six months (or such shorter time as the
Internal Revenue Service may prescribe by regulation) and has
received an exempt-interest dividend with respect to such shares,
any loss incurred on the sale of such shares will be disallowed
to the extent of the exempt-interest dividend received.

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

   
          Investment by the Longer Term Series in securities
issued at a discount or providing for deferred interest or for
payment of interest in the form of additional obligations could,
under special tax rules, affect the amount, timing and character
of distributions to shareholders.  For example, a Longer Term
Series could be required to take into account annually a portion
of the discount (or deemed discount) at which such securities
were issued and to distribute such portion in order to maintain
its qualifications as a regulated investment company.  In that
case, the Series may have to dispose of securities which might
otherwise have continued to hold in order to generate cash to
satisfy these distribution requirements.
    

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

   
          Money Market Series.  For the seven-day period ended
August 31, 1993, the Money Market Series' yield was 2.55% and
effective yield was 2.58%.  These yields reflect the then waiver
of a portion of the management fee, without which the Money
Market Series' seven-day yield and effective yield for the period
ended August 31, 1993 would have been 2.05% and 2.07%,
respectively.  See "Management of the Fund" in the Prospectus.  
Yield is computed in accordance with a standardized method which
involves determining the net change in the value of a
hypothetical pre-existing Fund account having a balance of one
share at the beginning of a seven calendar day period for which
yield is to be quoted, dividing the net change by the value of
the account at the beginning of the period to obtain the base
period return, and annualizing the results (i.e., multiplying the
base period return by 365/7).  The net change in the value of the
account reflects the value of additional shares purchased with
dividends declared on the original share and any such additional
shares and fees that may be charged to shareholder accounts, in
proportion to the length of the base period and the Series'
average account size, but does not include realized gains and
losses or unrealized appreciation and depreciation.  Effective
yield is computed by adding 1 to the base period return
(calculated as described above), raising that sum to a power
equal to 365 divided by 7, and subtracting 1 from the result.
    

   
          Based upon a 1993 Federal income tax rate of 39.6%, the
Money Market Series' tax equivalent yield for the seven-day
period ended August 31, 1993 was 4.22%.  Without the waiver of a
portion of the management fee discussed above then in effect, the
Money Market Series' tax equivalent yield for the seven-day
period ended August 31, 1993 would have been 3.39%.
    

   
          Longer Term Series.  Current yield for a Longer Term
Series is computed pursuant to a formula which operates as
follows:  the amount of a Series' expenses accrued for a 30-day
period (net of reimbursements) is subtracted from the amount of
the dividends and interest earned (computed in accordance with
regulatory requirements) by it during the period.  That result is
then divided by the product of:  (a) the average daily number of
shares outstanding during the period that were entitled to
receive dividends, and (b) the net asset value per share on the
last day of the period less any undistributed earned income per
share reasonably expected to be declared as a dividend shortly
thereafter.  The quotient is then added to 1, and that sum is
raised to the 6th power, after which 1 is subtracted.  The
current yield is then arrived at by multiplying the result by 2.
    

   
          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.
    

   
          Total return is calculated by subtracting the amount of
the Series' 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.
    

   
          All Series.  Tax equivalent yield is computed by
dividing that portion of the yield or effective yield (calculated
as described above) which is tax exempt by 1 minus a stated tax
rate and adding the quotient to that portion, if any, of the
yield of the Fund that is not tax exempt.
    

          The tax equivalent yield noted above represents the
application of the highest Federal marginal personal income tax
rate presently in effect.  The tax equivalent figure, however,
does not include the potential effect of any state or local
(including, but not limited to, county, district or city) taxes,
including applicable surcharges.  In addition, there may be
pending legislation which could affect such stated tax rate or
yields.  Each investor should consult its tax adviser, and
consider its own factual circumstances and applicable tax laws,
in order to ascertain the relevant tax equivalent yield.

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

    

   
          From time to time, a Series may use hypothetical tax
equivalent yields or charts in its advertising.  These
hypothetical yields or charts will be used for illustrative
purposes only and are not indicative of the Fund's past or future
performance.
    

   
          Advertising materials for a Series also may refer to or
discuss then current or past economic conditions, developments,
and/or events, including those relating to actual or proposed
legislation.  From time to time, advertising materials for a
Series also may refer to statistical or other information
concerning trends relating to investment companies, as compiled
by industry associations such as the Investment Company
Institute.  From time to time, advertising materials for a Series
may refer to Morningstar, Inc. ratings and related analysis
supporting the ratings.
    

                     PORTFOLIO TRANSACTIONS

   
          Portfolio securities ordinarily are purchased from and
sold to parties acting as either principal or agent. 
Newly-issued securities ordinarily are purchased directly from
the issuer or from an underwriter; other purchases and sales
usually are placed with those dealers from which it appears that
the best price or execution will be obtained.  Usually no
brokerage commissions, as such, are paid by a Series for such
purchases and sales, although the price paid usually includes an
undisclosed compensation to the dealer acting as agent.  The
prices paid to underwriters of newly-issued securities usually
include a concession paid by the issuer to the underwriter, and
purchases of after-market securities from dealers ordinarily are
executed at a price between the bid and asked price.  No
brokerage commissions have been paid by the Money Market Series
to date.
    

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

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

                   INFORMATION ABOUT THE FUND

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

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

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

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

          The Bank of New York, 110 Washington Street, New York,
New York 10286, is the Fund's custodian.  The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent.  Neither The Bank of New
York nor The Shareholder Services Group, Inc. has any part in
determining the investment policies of the Fund or which
portfolio securities are to be purchased or sold by the Fund.

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

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

                            APPENDIX


          Description of S&P, Moody's and Fitch ratings: 
S&P 

Municipal Bond Ratings

          An S&P municipal bond rating is a current assessment of
the creditworthiness of an obligor with respect to a specific
obligation.  

          The ratings are based on current information furnished
by the issuer or obtained by S&P from other sources it considers
reliable, and will include:  (1) likelihood of default-capacity
and willingness of the obligor as to the timely payment of
interest and repayment of principal in accordance with the terms
of the obligation; (2) nature and provisions of the obligation;
and (3) protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.  

                               AAA

          Debt rated AAA has the highest rating assigned by S&P. 
Capacity to pay interest and repay principal is extremely strong.


                               AA

          Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in a small degree. 

   
                                A
    

   
          Principal and interest payments on bonds in this
category are regarded as safe.  This rating describes the third
strongest capacity for payment of debt service.  It differs from
the two higher ratings because:
    

   
          General Obligation Bonds--There is some weakness in the
local economic base, in debt burden, in the balance between
revenues and expenditures, or in quality of management.  Under
certain adverse circumstances, any one such weakness might impair
the ability of the issuer to meet debt obligations at some future
date.
    

   
          Revenue Bonds--Debt service coverage is good, but not
exceptional.  Stability of the pledged revenues could show some
variations because of increased competition or economic
influences on revenues.  Basic security provisions, while
satisfactory, are less stringent.  Management performance appears
adequate.
    

   
                               BBB
    
                                
   
          Of the investment grade, this is the lowest.
    

   
          General Obligation Bonds--Under certain adverse
conditions, several of the above factors could contribute to a
lesser capacity for payment of debt service.  The difference
between "A" and "BBB" rating is that the latter shows more than
one fundamental weakness, or one very substantial fundamental
weakness, whereas the former shows only one deficiency among the
factors considered.
    

   
          Revenue Bonds--Debt coverage is only fair.  Stability
of the pledged revenues could show substantial variations, with
the revenue flow possibly being subject to erosion over time. 
Basic security provisions are no more than adequate.  Management
performance could be stronger. 
    

   
                        BB, B, CCC, CC, C
    

   
          Debt rated BB, B, CCC, CC and C is regarded as having
predominantly speculative characteristics with respect to
capacity to pay interest and repay principal.  BB indicates the
least degree of speculation and C the highest degree of
speculation.  While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
    

   
                               BB
    
 
   
         Debt rated BB has less near-term vulnerability to
default than other speculative grade debt.  However, it faces
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payment.
    
   
                                B
    
   

          Debt rated B has a greater vulnerability to default but
presently has the capacity to meet interest payments and
principal repayments.  Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal.
    
   
                               CCC
    
    
         Debt rated CCC has a current identifiable vulnerability
to default, and is dependent upon favorable business, financial
and economic conditions to meet timely payments of principal.  In
the event of adverse business, financial or economic conditions,
it is not likely to have the capacity to pay interest and repay
principal.
    
   
                               CC
    
   
          The rating CC is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC rating.
    
   
                                C
    
    
   
      The rating C is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC- debt
rating.
    
   
                                D
    
   
          Bonds rated D are in default, and payment of interest
and/or repayment of principal is in arrears.
    

   
          Plus (+) or minus (-):  The ratings from AA to CCC may
be modified by the addition of a plus or minus sign to show
relative standing within the major ratings categories.
    

Municipal Note Ratings

                              SP-1

          The issuers of these municipal notes exhibit very
strong or strong capacity to pay principal and interest.  Those
issues determined to possess overwhelming safety characteristics
are given a plus sign (+) designation.  

   
                              SP-2
    
 
   
         The issuers of these municipal notes exhibit satisfac-
tory capacity to pay principal and interest.  
    
   
Commercial Paper Ratings 
    
   
          An S&P commercial paper rating is a current assessment
of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. 
    



                                A

          Issues assigned this rating are regarded as having the
greatest capacity for timely payment.  Issues in this category
are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. 

                               A-1

          This designation 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. 

                               A-2

          Capacity for timely payment on issues with this desig-
nation is strong.  However, the relative degree of safety is not
as high as for issues designated A-1.

Moody's 

Municipal Bond Ratings 

                               Aaa

          Bonds which are rated Aaa are judged to be of the best
quality.  They carry the smallest degree of investment risk and
are generally referred to as "gilt edge."  Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure.  While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.  

                               Aa

          Bonds which are rated Aa are judged to be of high
quality by all standards.  Together with the Aaa group they
comprise what generally are known as high-grade bonds.  They are
rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger than in Aaa securities. 

   
                                A
    
   

          Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper-medium
grade obligations.  Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the
future. 
    
   
                               Baa
    
    
         Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured.  Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time.  Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
    

   
                               Ba
    
 
   
         Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. 
Often the protection of interest and principal payments may be
very moderate, and therefore not well safeguarded during both
good and bad times over the future.  Uncertainty of position
characterizes bonds in this class.
    

   
                                B
    

   
          Bonds which are rated B generally lack characteristics
of the desirable investment.  Assurance of interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small.
    
   
                               Caa
    

   
          Bonds which are rated Caa are of poor standing.  Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.
    

   
                               Ca
    

   
          Bonds which are rated Ca present obligations which are
speculative in a high degree.  Such issues are often in default
or have other marked shortcomings.
    
 
   
                               C
    

   
          Bonds which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.
    
 
   
         Moody's applies the numerical modifiers 1, 2 and 3 to
show relative standing within the major rating categories, except
in the Aaa category and in categories below B.  The modifier 1
indicates a ranking for the security in the higher end of a
rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of a
rating category. 
    

Municipal Note Ratings 

          Moody's ratings for state and municipal notes and other
short-term loans are designated Moody's Investment Grade (MIG). 
Such ratings recognize the differences between short-term credit
risk and long-term risk.  Factors affecting the liquidity of the
borrower and short-term cyclical elements are critical in short-
term ratings, while other factors of major importance in bond
risk, long-term secular trends for example, may be less important
over the short run. 

          A short-term rating may also be assigned on an issue
having a demand feature.  Such ratings will be designated as VMIG
or, if the demand feature is not rated, as NR.  Short-term
ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment
upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity.  Additionally, investors should be
alert to the fact that the source of payment may be limited to
the external liquidity with no or limited legal recourse to the
issuer in the event the demand is not met. 

          Moody's short-term ratings are designated Moody's
Investment Grade as MIG 1 or VMIG 1 through MIG 4 or VMIG 4.  As
the name implies, when Moody's assigns a MIG or VMIG rating, all
categories define an investment grade situation.

                          MIG 1/VMIG 1

          This designation denotes best quality.  There is
present strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing. 

                          MIG 2/VMIG 2

          This designation denotes high quality.  Margins of
protection are ample although not so large as in the preceding
group. 

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. 
    

   
          Issuers (or related supporting institutions) rated
Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations.  This ordinarily will be evidenced by
many of the characteristics cited above but to a lesser degree. 
Earnings trends and coverage ratios, while sound, will be more
subject to variation.  Capitalization characteristics, while
still appropriate, may be more affected by external conditions. 
Ample alternate liquidity is maintained.
    

Fitch

Municipal Bond Ratings

          The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt issue
or class of debt.  The ratings take into consideration special
features of the issue, its relationship to other obligations of
the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's
future financial strength and credit quality.

                               AAA

          Bonds rated AAA are considered to be investment grade
and of the highest credit quality.  The obligor has an
exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable
events.

                               AA

          Bonds rated AA are considered to be investment grade
and of very high credit quality.  The obligor's ability to pay
interest and repay principal is very strong, although not quite
as strong as bonds rated AAA.  Because bonds rated in the AAA and
AA categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is
generally rated F-1+.

   
                                A
    

   
          Bonds rated A are considered to be investment grade and
of high credit quality.  The obligor's ability to pay interest
and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
    
   
                               BBB
    

   
          Bonds rated BBB are considered to be investment grade
and of satisfactory credit quality.  The obligor's ability to pay
interest and repay principal is considered to be adequate. 
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these bonds
and, therefore, impair timely payment.  The likelihood that the
ratings of these bonds will fall below investment grade is higher
than for bonds with higher ratings.
    

   
                               BB
    
   
          Bonds rated BB are considered speculative.  The
obligor's ability to pay interest and repay principal may be
affected over time by adverse economic changes.  However,
business and financial alternatives can be identified which could
assist the obligor in satisfying its debt service requirements.
    
   
                                B
    

   
          Bonds rated B are considered highly speculative.  While
bonds in this class are currently meeting debt service
requirements, the probability of continued timely payment of
principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity
throughout the life of the issue.
    

   
                               CCC
    
   
          Bonds rated CCC have certain identifiable
characteristics, which, if not remedied, may lead to default. 
The ability to meet obligations requires an advantageous business
and economic environment.
    

   
                               CC
    

   
          Bonds rated CC are minimally protected.  Default
payment of interest and/or principal seems probable over time.
    
   
                                C
    
  
   
        Bonds rated C are in imminent default in payment of
interest or principal.
    
   
                          DDD, DD and D
    

   
          Bonds rated DDD, DD and D are in actual or imminent
default of interest and/or principal payments. Such bonds are
extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the
obligor.  DDD represents the highest potential for recovery on
these bonds and D represents the lowest potential for recovery.
    

   
          Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category.  Plus and minus signs, however, are not used in
the AAA category covering 12-36 months or the DDD, DD or D
categories.
    

Short-Term Ratings

          Fitch's short-term ratings apply to debt obligations
that are payable on demand or have original maturities of up to
three years, including commercial paper, certificates of deposit,
medium-term notes, and municipal and investment notes.

          Although the credit analysis is similar to Fitch's bond
rating analysis, the short-term rating places greater emphasis
than bond ratings on the existence of liquidity necessary to meet
the issuer's obligations in a timely manner.

                              F-1+

          Exceptionally Strong Credit Quality.  Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.

                               F-1

          Very Strong Credit Quality.  Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.
                               F-2

          Good Credit Quality.  Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.

<TABLE>


<CAPTION>
DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.                                                     AUGUST 31, 1993
STATEMENT OF INVESTMENTS
                                                                                              PRINCIPAL
TAX EXEMPT INVESTMENTS-100.0%                                                                   AMOUNT            VALUE

                                                                                            -------------     -------------
<S>                                                                                            <C>              <C>
ALABAMA-1.0%
City of Phenix Industrial Development Board, EIR, VRDN (Mead Coated Board Project)
    2.60%, Series A (LOC; Sumitmo Bank) (a,b).........................................     $   6,400,000    $    6,400,000
ARIZONA-2.8%
City of Phoenix, VRDN 2.65%, Series I (SBPA; Morgan Bank)(a)...........................        18,900,000        18,900,000
CALIFORNIA-8.2%
State of California, RAN 3.50%, 6/28/94................................................         1,000,000         1,003,994
California Higher Education Loan Authority Inc., Student Loan Revenue:
    Bonds 2.90%, Series A, 6/1/94 (LOC; Industrial Bank of Japan)(b)...................         8,745,000         8,745,000
    Notes 2.85%, Series A, 3/1/94 (LOC; Industrial Bank of Japan) (b)..................         4,000,000         4,000,000
California School Cash Reserve Program Authority, Bonds
    3.40%, Series A, 7/5/94............................................................        14,000,000        14,057,112
Los Angeles County, TRAN 3%, 6/30/94...................................................         5,000,000         5,003,672
Los Angeles Regional Airports Improvement Corp., LR, VRDN (Sublease-LA
    International LAX 2) 2.85% (LOC; Long-Term Credit Bank of Japan) (a,b).............        18,400,000        18,400,000
Southern California Rapid Transit District, RAN
    3%, Series 93A, 2/22/94 (LOC; Bank of America) (b).................................         4,000,000         4,008,910
COLORADO-.7%
Denver Urban Renewal Authority, Tax Increment Revenue (Downtown Denver Renewal)
    3.05%, Series A, 9/23/93 (Collateralized; U.S. Treasury Bills).....................         4,940,000         4,940,000
DELAWARE-.9%
Delaware Health Facilities Authority, Revenue, Pooled Loan Program, VRDN
    2.45% (BPA; Morgan Guaranty Trust and Insured; MBIA) (a)...........................         5,900,000         5,900,000
DISTRICT OF COLUMBIA-3.2%
District of Columbia, VRDN:
    (General Fund Recovery):
        2.50%, Series B-2 (LOC; Sumitmo Bank)(a,b)....................................        12,500,000        12,500,000
        2.50%, Series B-3 (LOC; Industrial Bank of Japan)(a,b).........................         3,000,000         3,000,000
    Refunding 2.40%, Series A-5 (LOC; Mitsubishi Bank) (a,b)...........................         5,900,000         5,900,000
FLORIDA-3.8%
Orange County School District, RAN 2.75%, 3/8/94.......................................        10,000,000        10,012,516
Pinellas County Health Facilities Authority, Revenue, Refunding, VRDN
    (Pooled Hospital Loan Program) 2.50% (LOC; Chemical Bank) (a,b)....................        15,400,000        15,400,000
GEORGIA-.3%
Hapeville Development Authority, IDR, VRDN (Hapeville Hotel Ltd.)
    2.55% (LOC; Swiss Bank Corp.) (a,b)................................................         2,300,000         2,300,000
ILLINOIS-3.5%
City of Chicago, GO Tender Notes:
    2.45%, Series 92B, 10/29/93 (LOC: Dai-Ichi Kangyo Bank, Industrial Bank of Japan,
        Mitsubishi Bank and Sumitmo Bank) (b).........................................         5,000,000         5,000,000
    2.55%, Series 93B, 10/12/93 (LOC: Dai-Ichi Kangyo Bank, Industrial Bank of Japan,
        Mitsubishi Bank, Sanwa Bank and Sumitmo Bank) (b).............................         5,000,000         5,000,000
State of Illinois, GO Notes 3.50%, 6/15/94.............................................         8,000,000         8,036,813
Illinois Housing Development Authority, Residential Mortgage Revenue, Bonds
    2.65%, Series A, 12/1/93 (GIC; Morgan Guaranty Trust)..............................         5,500,000         5,500,000

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                            AUGUST 31, 1993
                                                                                              PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                              AMOUNT            VALUE
                                                                                            -------------     -------------
INDIANA-2.1%
Indiana Bond Bank, Advance Education Funding Program, Tax Exempt Notes
    3.15%, Series A-2, 1/18/94.........................................................     $   7,000,000     $   7,010,373
Indiana Secondary Market Educational Loans Inc., Education Loan Revenue, VRDN
    2.60% (LOC; Sallie Mae) (a,b)......................................................         7,000,000         7,000,000
IOWA-1.8%
Sioux City Community School District, TAW 3.25%, 12/31/93..............................        11,750,000        11,759,450
KENTUCKY-1.3%
Morgantown, IDR (Sumitmo Electric Wire System)
    2.60%, 10/1/93 (LOC; Sumitmo Bank) (b)............................................         8,400,000         8,400,000
LOUISIANA-4.1%
Louisiana Single Family Housing Finance Agency, Mortgage Revenue, Bonds
    2.92%, Series B, 6/2/94 (Escrow; U.S. Treasury Bills)..............................         6,000,000         6,000,000
Saint Charles Parish, PCR, VRDN:
    (Shell Oil Co. Norco Project)
        2.50% (LOC; Shell Oil Co.) (a,b)...............................................         8,500,000         8,500,000
    (Shell Oil Co. Project):
        2.25%, Series B (LOC; Shell Oil Co.) (a,b).....................................         4,500,000         4,500,000
        2.50%, Series A (a)............................................................         3,000,000         3,000,000
West Baton Rouge Parish Industrial District #3, PCR, VRDN
    (Dow Chemical Co. Project) 2.70% (Corp. Guaranteed; Dow Chemical Co.) (a)..........         5,800,000         5,800,000
MARYLAND-1.1%
Maryland Energy Financing Administration, LOR, VRDN (Baltimore Ferst Project)
    2.55% (LOC; Credit Suisse) (a,b)...................................................         7,700,000         7,700,000
MASSACHUSETTS-.4%
Massachusetts Health and Educational Facilities Authority, Revenue, VRDN
    (Capital Asset Program) 2.25%, Series C (BPA; Sanwa Bank and Insured; MBIA) (a)....         2,900,000         2,900,000
MICHIGAN-7.9%
State of Michigan, GO Notes, 2.85%, 9/30/93
    (SBPA: Canadian Imperial Bank of Commerce, Credit Suisse, Morgan Guaranty Trust,
    Swiss Bank Corp. and Union Bank of Switzerland)....................................        36,000,000        36,015,789
Michigan Higher Education Student Loan Authority, Revenue, VRDN 2.65%, Series XII-F
    (Insured; AMBAC and Liquidity Agreement; Sumitmo Bank) (a)........................         5,000,000         5,000,000
Michigan Housing Development Authority, LOR, VRDN (Harbortown Project)
    2.575% (LOC; Bankers Trust) (a,b)..................................................        10,000,000        10,000,000
Michigan Strategic Fund, PCR, Refunding, VRDN
    (Consumer Power Project) 2.30%, Series A (LOC; Union Bank of Switzerland) (a,b)....         2,300,000         2,300,000
MINNESOTA-.9%
Cloquet, PCR, VRDN (Potlatch Corp. Project) 2.50% (LOC; Credit Suisse) (a,b)...........         5,900,000         5,900,000
MONTANA-2.3%
Forsyth, PCR, VRDN (Portland General Electric Co.)
    2.55% (LOC; Banque Nationale de Paris) (a,b).......................................        10,000,000        10,000,000
Montana Board of Investment, RRR, VRDN (Colstrip Project) 2.95% (LOC; Fuji Bank) (a,b).         5,600,000         5,600,000
NEW HAMPSHIRE-1.1%
New Hampshire Housing Finance Authority, Single Family Residential Bonds
    2.80%, 6/30/94 (GIC; Cargill Inc.).................................................         7,550,000         7,550,000

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                            AUGUST 31, 1993

                                                                                              PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                              AMOUNT            VALUE
                                                                                            -------------     -------------
NEW JERSEY-2.3%
Atlantic City, BAN 2.75%, 1/10/94......................................................     $   2,700,000     $   2,701,413
Cape May County, BAN, GO 3.17%, 10/7/93................................................         2,250,000         2,250,804
Cape May County Municipal Utilities Authority, Solid Waste RRR, Bonds
    (Daneco Project) 2.90%, 11/30/93 (Escrow; U.S. Treasury Bills).....................         4,000,000         4,000,000
New Jersey Economic Development Authority, EDR, VRDN (Rhone Poulene Inc. Project)
    2.95% (LOC; Societe Generale) (a,b)................................................         1,000,000         1,000,000
Passaic County, BAN 3.11%, 10/1/93.....................................................         5,500,000         5,500,041
NEW MEXICO-1.5%
New Mexico Educational Assistance Foundation, Student Loan Revenue, VRDN
    2.60%, Series B (Insured; AMBAC and SBPA; International Bank of Nederland) (a).....        10,000,000        10,000,000
NEW YORK-3.6%
Erie County, RAN 3.30%, 8/5/94 (LOC; Mitsubishi Bank) (b)..............................         5,000,000         5,008,936
New York City, GO Notes, RAN 3.50%, Series B, 6/30/94..................................         9,000,000         9,045,587
State of New York, TRAN 2.75%, 12/31/93................................................        10,000,000        10,013,933
NORTH CAROLINA-4.9%
Craven County Industrial Facilities and Pollution Control Financing Authority,
    Resource, VRDN (Craven Wood Energy):
        2.60%, Series A (LOC; Mitsubishi Bank) (a,b)...................................         9,600,000         9,600,000
    2.60%, Series C (LOC; Mitsubishi Bank) (a,b).......................................         5,900,000         5,900,000
Halifax County Industrial Facilities and Pollution Control Financing Authority,
    Exempt Facilities Revenue, VRDN (Westmoreland Hadson Project)
        2.50% (LOC; Credit Suisse) (a,b)...............................................         9,900,000         9,900,000
North Carolina Housing Finance Agency, CP
    2.45%, 12/2/93 (LOC; Industrial Bank of Japan) (b).................................         7,500,000         7,500,000
OHIO-6.4%
Cleveland Public Power Systems, Revenue, BAN 3.50%, Series B, 8/1/94...................        11,500,000        11,542,922
Ohio Housing Finance Authority, SFMR, Bonds
    2.95%, Series A-2, 6/1/94 (GIC; Goldman, Sachs and Co.)............................         8,000,000         8,000,000
Student Loan Funding Corp., Student Loan Revenue:
    2.90%, Series 87A, 7/1/94 (LOC; Fuji Bank) (b).....................................        10,000,000        10,000,000
    VRDN 2.70%, Series A-3 (LOC; National Westminster Bank) (a,b)......................         3,400,000         3,400,000
Summit County, BAN 2.65%, 3/10/94......................................................         6,000,000         6,002,306
University of Cincinnati, General Receipts, BAN 2.81%, Series K-1, 3/23/94.............         4,100,000         4,105,778
OREGON-.3%
State of Oregon, EDR, VRDN (Toyo Tanso USA)
    3%, Series CXL VII (LOC; Bank of Tokyo) (a,b)......................................         2,000,000         2,000,000
PENNSYLVANIA-10.5%
Cambria County Hospital Revenue, Authority, HR (Mercy Hospital Johnstown)
    2.50%, 3/1/94 (LOC; Bank of Tokyo) (b).............................................         4,895,000         4,895,000
Carbon County Industrial Development Authority, RRR, CP
    2.60%, 10/14/93 (LOC; National Westminster Bank) (b)...............................         3,825,000         3,825,000
Emmaus General Authority, Local Government Revenue, VRDN
    2.50% (GIC; Goldman, Sachs and Co.) (a)............................................        13,000,000        13,000,000
Erie County Industrial Development Authority, IDR, VRDN (McInnes Steel Co. Project)
    2.60% (LOC; Marine Midland Bank) (a,b).............................................         2,000,000         2,000,000
Peninsula Ports Authority, Revenue, Refunding, VRDN
    (Port Fac-Shell Co.) 2.40%, Series A (LOC; Shell Oil Co.) (a,b)....................        12,000,000        12,000,000
Pennsylvania State University, Tax Exempt Notes 2.75%, 12/23/93........................         5,500,000         5,504,657

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                           AUGUST 31, 1993
                                                                                              PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                              AMOUNT            VALUE
                                                                                            -------------     -------------
PENNSYLVANIA (CONTINUED)
Schuykill County Industrial Development Authority, RRR, VRDN:
    (Northeastern Power Co. Project) 2.50%, Series B (LOC; Sumitmo Bank) (a,b)........     $   7,000,000     $   7,000,000
    (Schuykill Energy Resource):
        2.90%, Series A (LOC; The Bank of New York) (a,b)..............................        12,200,000        12,200,000
        2.90%, Series B (LOC; The Bank of New York) (a,b)..............................         1,300,000         1,300,000
        2.90%, Series C (LOC; The Bank of New York) (a,b)..............................         9,100,000         9,100,000
SOUTH CAROLINA-.7%
South Carolina Job Economic Development Authority, EDR, VRDN (Wellman Inc. Project)
    2.65% (LOC; Wachovia Bank and Trust Co.) (a,b).....................................         5,000,000         5,000,000
TENNESSEE-.8%
City of Memphis, VRDN 2.75%, Series B (LOC; Sanwa Bank) (a,b)..........................         1,000,000         1,000,000
Metropolitan Government Nashville and Davidson County Health and Education
    Facilities Board, Revenue (Vanderbilt University) 2.60%, Series A, 1/15/94.........         4,250,000         4,250,000
TEXAS-13.6%
Brazos Higher Education Authority Inc., Student Loan Revenue:
    Bonds 2.55%, Series A, 11/18/93 (Escrow; U.S. Treasury Bills)......................         6,000,000         6,000,000
    VRDN 2.65%, Series B (LOC; National Australia Bank) (a,b)..........................         8,000,000         8,000,000
Brazos River Harbor Navigation District, Harbor Revenue, VRDN
    (Dow Chemical Co. Project) 2.60% (LOC; Dow Chemical Co.) (a,b).....................         5,500,000         5,500,000
El Paso Health Facilities Development Corp., HR, VRDN
    (Providence Memorial Hospital) 2.50% (LOC; Fuji Bank) (a,b)........................        11,800,000        11,800,000
El Paso Industrial Development Authority Inc., IDR, VRDN
    (El Paso School District Ltd. Project) 3% (LOC; Chemical Bank) (a,b)...............         4,800,000         4,800,000
Greater East Texas Higher Education Authority Inc., Student Loan Revenue, Bonds (Senior Lien)
    2.75%, Series A, 5/1/94 (LOC; Sallie Mae) (b)......................................         4,200,000         4,200,000
Gulf Coast Waste Disposal Authority, PCR, VRDN (Amoco Oil Co. Project)
    2.50% (Corp. Guaranty; Amoco Credit Corp.) (a).....................................        17,000,000        17,000,000
Harris County Health Facilities Development Corp., HR, VRDN:
    (St. Lukes Episcopal Hospital) 2.45%, Series A
        (Liquidity Facility; St. Lukes Hospital) (a)...................................         9,000,000         9,000,000
    (TIRR Project) 2.50% (LOC; Texas Commerce Bank) (a,b)..............................         5,040,000         5,040,000
North Texas Higher Education Authority Inc., Student Loan Revenue, VRDN
    2.60%, Series A (LOC; Sallie Mae) (a,b)............................................        10,500,000        10,500,000
Panhandle Plains Higher Education Authority Inc., Student Loan Revenue
    2.65%, Series A, 4/1/94 (LOC; Sallie Mae) (b)......................................         7,000,000         7,000,000
Port Development Corp., Marine Terminal Revenue, VRDN (Pasadena Terminals Project)
    2.70% (LOC; ABN Amro Bank) (a,b)...................................................         2,420,000         2,420,000
UTAH-2.0%
Carbon, SWDR, Refunding (East Carbon Landfill Project)
    3.05%, 5/1/94 (LOC; Bayerische Landesbank) (b).....................................         8,330,000         8,330,000
Utah Board of Regents, Student Loan Revenue, VRDN
    2.70%, Series A (LOC; Sallie Mae) (a,b)............................................         5,000,000         5,000,000
VIRGINIA-3.7%
Campbell County Industrial Development Authority, Exempt Facility Revenue, VRDN
    (Hadson Power Project) 2.65%, Series 12-A (LOC; Barclays Bank) (a,b)...............         5,100,000         5,100,000
Hopewell Industrial Development Authority, Exempt Facility Revenue, VRDN
    (Hadson Power Project) 2.65%, Series 13-A (LOC; Credit Suisse) (a,b)...............         5,700,000         5,700,000

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                          AUGUST 31, 1993

                                                                                              PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                              AMOUNT            VALUE
                                                                                            -------------     -------------
VIRGINIA (CONTINUED)
Richmond Industrial Development Authority, Revenue, VRDN
    (Cogentrix of Richmond Project):
        2.70%, Series A (LOC; Banque Paribas) (a,b)....................................     $   4,400,000     $   4,400,000
        2.70%, Series B (LOC; Banque Paribas) (a,b)....................................         6,000,000         6,000,000
        (Exempt Fac-Cogentrix) 2.70%, Series A (LOC; Banque Paribas) (a,b).............         3,400,000         3,400,000
WASHINGTON-1.2%
Pierce County, TAN 2.90%, 12/31/93.....................................................         4,275,000         4,275,000
Student Loan Finance Association, Guaranteed Student Loan Program, Revenue, VRDN
    2.70%, Series B (LOC; National Westminster Bank) (a,b).............................         3,620,000         3,620,000
WISCONSIN-.2%
Village of Whiting, IDR, VRDN (Kimberly Clark) 2.70% (LOC; Bankers Trust) (a,b)........         1,000,000         1,000,000
WYOMING-.9%
Green River, PCR, Refunding, VRDN (Rhone Poulene Inc. Project)
    2.50% (LOC; Banque Nationale de Paris) (a,b).......................................         6,300,000         6,300,000
                                                                                                              -------------
TOTAL INVESTMENTS (cost $671,875,006)..................................................                       $ 671,875,006
                                                                                                              =============

SUMMARY OF ABBREVIATIONS
AMBAC  American Municipal Bond Assurance Corporation     LR     Lease Revenue
BAN    Bond Anticipation Notes                           MBIA   Municipal Bond Insurance Association
BPA    Bond Purchase Agreement                           PCR    Pollution Control Revenue
CP     Commercial Paper                                  RAN    Revenue Anticipation Notes
EDR    Economic Development Revenue                      RRR    Resources Recovery Revenue
EIR    Environment Improvement Revenue                   SBPA   Standby Bond Purchase Agreement
GIC    Guaranteed Investment Contract                    SFMR   Single Family Mortgage Revenue
GO     General Obligation                                SWDR   Solid Waste Disposal Revenue
HR     Hospital Revenue                                  TAN    Tax Anticipation Notes
IDR    Industrial Development Revenue                    TAW    Tax Anticipation Warrants
LOC    Letter of Credit                                  TRAN   Tax and Revenue Anticipation Notes
LOR    Limited Obligation Revenue                        VRDN   Variable Rate Demand Notes

SUMMARY OF COMBINED RATINGS (UNAUDITED)
<S>                <S>         <S>                 <S>             <S>                          <C>
FITCH (C)          OR          MOODY'S             OR              STANDARD & POOR'S            PERCENTAGE OF VALUE
- ---------                      ---------                           -----------------            -------------------
F1+/F1                         VMIG1/MIG1, P1 (d)                  SP1+/SP1, A1+/A1 (d)                86.8%
AAA/AA (e)                     Aaa/Aa (e)                          AAA/AA (e)                           7.2
Not Rated (f)                  Not Rated (f)                       Not Rated (f)                        6.0
                                                                                                      ------
                                                                                                      100.0%
                                                                                                      ======
NOTES TO STATEMENT OF INVESTMENTS:
(a) Securities payable on demand. The interest rate, which is subject to change,
    is based upon bank prime rates or an index of market interest rates.
(b) Secured by letters of credit. At August 31, 1993, 55.62% of the Fund's net
    assets are backed by letters of credit issued by domestic banks, foreign
    banks, government agencies and corporations.
(c) Fitch currently provides creditworthiness information for a limited amount
    of investments.
(d) P1 and A1 are the highest ratings assigned tax-exempt commercial paper by
    Moody's and Standard & Poor's, respectively.
(e) Notes which are not F, MIG or SP rated are represented by bond ratings of
    the issuers.
(f) Securities which, while not rated by Fitch, Moody's or Standard & Poor's
    have been determined by the Fund's Board of Directors to be of comparable
    quality to those rated securities in which the Fund may invest.
                         See notes to financial statements.
</TABLE>


<TABLE>

<CAPTION>
DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                                        AUGUST 31, 1993
ASSETS:
    <S>                                                                                        <C>             <C>
    Investments in securities, at value-Note 1(a)......................................                        $671,875,006
    Cash...............................................................................                           9,198,168
    Interest receivable................................................................                           3,758,773
    Prepaid expenses...................................................................                              70,971
    Due from The Dreyfus Corporation...................................................                             865,757
                                                                                                               ------------
                                                                                                                685,768,675
LIABILITIES;
    Accrued expenses and other liabilities.............................................                             228,648
                                                                                                               ------------
NET ASSETS.............................................................................                        $685,540,027
                                                                                                               ============
REPRESENTED BY:
    Paid-in capital....................................................................                        $685,542,778
    Accumulated net realized (loss) on investments.....................................                              (2,751)
                                                                                                               ------------
NET ASSETS at value applicable to 685,542,778 shares outstanding
    (3 billion shares of $.001 par value Common Stock authorized)......................                        $685,540,027
                                                                                                               ============
NET ASSET VALUE, offering and redemption price per share
    ($685,540,027 / 685,542,778 shares)................................................                               $1.00
                                                                                                                      =====

STATEMENT OF OPERATIONS                                                                          year ended AUGUST 31, 1993
INVESTMENT INCOME:
    INTEREST INCOME....................................................................                        $ 12,137,819
    EXPENSES:
        Management fee-Note 2(a).......................................................        $2,283,982
        Shareholder servicing costs-Note 2(b)..........................................           372,616
        Registration fees..............................................................           223,306
        Custodian fees.................................................................            49,294
        Prospectus and shareholders' reports...........................................            26,148
        Organization expenses..........................................................            14,000
        Auditing fees..................................................................            12,076
        Legal fees.....................................................................             8,664
        Directors' fees and expenses-Note 2(c).........................................             5,360
        Miscellaneous..................................................................             8,732
                                                                                               ----------
                                                                                                3,004,178
        Less-expense reimbursement from Manager due
            to undertaking-Note 2(a)...................................................         2,929,240
                                                                                               ----------
                TOTAL EXPENSES.........................................................                              74,938
                                                                                                               ------------
INVESTMENT INCOME-NET..................................................................                          12,062,881
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)...........................................                              (1,046)
                                                                                                               ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...................................                        $ 12,061,835
                                                                                                               ============
                                          See notes to financial statements.
</TABLE>


<TABLE>

<CAPTION>
DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                                 YEAR ENDED AUGUST 31,
                                                                                            -------------------------------
                                                                                                1992*              1993
                                                                                            -------------     -------------
OPERATIONS:
    <S>                                                                                     <C>               <C>
    Investment income-net..............................................................     $   2,664,313     $  12,062,881
    Net realized (loss) on investments.................................................            (1,705)           (1,046)
                                                                                            -------------     -------------

        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........................         2,662,608        12,061,835
                                                                                            -------------     -------------
DIVIDENDS TO SHAREHOLDERS FROM;
    Investment income-net..............................................................        (2,664,313)      (12,062,881)
                                                                                            -------------     -------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold......................................................       360,629,077     1,291,906,333
    Dividends reinvested...............................................................         2,566,094        11,317,181
    Cost of shares redeemed............................................................      (134,585,410)     (846,390,497)
                                                                                            -------------     -------------
        INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.........................       228,609,761       456,833,017
                                                                                            -------------     -------------
            TOTAL INCREASE IN NET ASSETS...............................................       228,608,056       456,831,971
NET ASSETS:
    Beginning of year..................................................................           100,000       228,708,056
                                                                                            -------------     -------------
    End of year........................................................................     $ 228,708,056     $ 685,540,027
                                                                                            =============     =============
- ------------------------
* From December 16, 1991 (commencement of operations) to August 31, 1992.

</TABLE>


FINANCIAL HIGHLIGHTS

Reference is made to page 2 of the Fund's Prospectus dated
December 15, 1993.

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of
1940 ("Act") as
a non-diversified open-end management investment company. Dreyfus
Service
Corporation ("Distributor") acts as the exclusive distributor of
the Fund's
shares, which are sold to the public without a sales charge. The
Distributor is
a wholly-owned subsidiary of The Dreyfus Corporation.
    It is the Fund's policy to maintain a continuous net asset
value per share
of $1.00; the Fund has adopted certain investment, portfolio
valuation and
dividend and distribution policies to enable it to do so.
    (A) PORTFOLIO VALUATION: Investments are valued at amortized
cost, which has
been determined by the Fund's Board of Directors to represent the
fair value of
the Fund's investments.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions
are recorded on a trade date basis. Interest income, adjusted for
amortization
of premiums and, when appropriate, discounts on investments, is
earned from
settlement date and recognized on the accrual basis. Realized
gain and loss from
securities transactions are recorded on the identified cost
basis.
    (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund
to declare
dividends daily from investment income-net. Such dividends are
paid monthly.
Dividends from net realized capital gain, if any, are normally
declared and paid
annually, but the Fund may make distributions on a more frequent
basis to comply
with the distribution requirements of the Internal Revenue Code.
To the extent
that net realized capital gain can be offset by capital loss
carryovers, it is
the policy of the Fund not to distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to
continue to
qualify as a regulated investment company, which can distribute
tax exempt
dividends, by complying with the provisions available to certain
investment
companies, as defined in applicable sections of the Internal
Revenue Code, and
to make distributions of income and net realized capital gain
sufficient to
relieve it from all, or substantially all, Federal income taxes.
    The Fund has an unused capital loss carryover of $1,705
available for
Federal income tax purposes to be applied against future net
securities profits,
if any realized subsequent to August 31, 1993. The carryover does
not include
net realized securities losses from November 1, 1992 through
August 31, 1993
which are treated, for Federal income tax purposes, as arising in
fiscal 1994.
If not applied, the carryover expires in fiscal 2001.
    At August 31, 1993, 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).

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the
Manager, the
management fee is computed at the annual rate of .50 of 1% of the
average daily
value of the Fund's net assets and is payable monthly. The
Agreement provides
for an expense reimbursement from the Manager should the Fund's
aggregate
expenses, exclusive of taxes, brokerage, interest on borrowings
and
extraordinary expenses, exceed the expense limitation of any
state having
jurisdiction over the Fund for any full fiscal year. The most
stringent state
expense limitation applicable to the Fund presently requires
reimbursement of
expenses in any full fiscal year that such expenses (excluding
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,
the Manager has undertaken from September 1, 1992 through October
31, 1993, or
until such time as the net assets of the Fund exceed $725
million, regardless of
whether they remain at that level, to waive receipt of the
management fee
payable to it by the Fund. In addition, the Manager may
voluntarily assume all
or part of the other expenses of the Fund (excluding applicable
shareholder
transaction charges), provided that the resulting expense
reimbursement would
not be less than the amount required pursuant to the Agreement.
The expense re-
imbursement, pursuant to the undertaking, amounted to $2,929,240
for the year
ended August 31, 1993.
    The undertaking may be modified by the Manager from time to
time, provided
that the resulting expense reimbursement would not be less than
the amount
required pursuant to the Agreement.
    (B) Pursuant to the Fund's Shareholder Services Plan, the
Fund reimburses
the Distributor an amount not to exceed an annual rate of .25 of
1% of the value
of the Fund's average daily net assets for servicing shareholder
accounts. The
services provided may include personal services relating to
shareholder
accounts, such as answering shareholder inquiries regarding the
Fund and
providing reports and other information, and services related to
the maintenance
of shareholder accounts. During the year ended August 31, 1993,
the Fund was
charged an aggregate of $263,502 pursuant to the Shareholder
Services Plan.
    (C) Certain officers and directors of the Fund are
"affiliated persons," as
defined in the Act, of the Manager and/or the Distributor. Each
director who is
not an "affiliated person" receives an annual fee of $1,000.

DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.
    We have audited the accompanying statement of assets and
liabilities of
Dreyfus BASIC Municipal Money Market Fund, Inc. including the
statement of
investments, as of August 31, 1993, and the related statement of
operations for
the year then ended , the statement of changes in net assets for
the period from
December 16, 1991 (commencement of operations) to August 31, 1992
and for the
year ended August 31, 1993, and financial highlights for each of
the periods
indicated therein. These financial statements and financial
highlights are the
responsibility of the Fund's management. Our responsibility is to
express an
opinion on these financial statements and financial highlights
based on our
audits.
    We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the
audit to obtain
reasonable assurance about whether the financial statements and
financial
highlights are free of material misstatement. An audit includes
examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial
statements. Our procedures included confirmation of securities
owned as of
August 31, 1993 by correspondence with the custodian. An audit
also includes
assessing the accounting principles used and significant
estimates made by
management, as well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for our
opinion.
    In our opinion, the financial statements and financial
highlights referred
to above present fairly, in all material respects, the financial
position of
Dreyfus BASIC Municipal Money Market Fund, Inc. at August 31,
1993, the results
of its operations for the year then ended, the changes in its net
assets for
the period from December 16, 1991 to August 31, 1992 and for the
year ended
August 31, 1993, and the financial highlights for each of the
indicated periods,
in conformity with generally accepted accounting principles.







         DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.

                    PART C. OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

          (a)  Financial Statements:

               Included in Part A of the Registration Statement:

                    Condensed Financial Information--for the
                    period December 16, 1991 (commencement of
                    operations) to August 31, 1992 and for the
                    fiscal year ended August 31, 1993.

               Included in Part B of the Registration Statement:

                    Statement of Investments--as of August 31,
                    1993.

                    Statement of Assets and Liabilities--as of
                    August 31, 1993.

                    Statement of Operations--for the year ended
                    August 31, 1993.

                    Statement of Changes in Net Assets--for the
                    period December 16, 1991 (commencement of
                    operations) to August 31, 1992 and for the
                    year ended August 31, 1993.

                    Notes to Financial Statements.

                    Report of Ernst & Young, Independent
                    Auditors--dated September 29, 1993.

               Schedules 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 which are included
               in Part B of the Registration Statement.

          (b)  Exhibits:

               (1)       Articles of Incorporation dated
                         August 8, 1991 and Articles of Amendment
                         thereto are incorporated by reference to
                         Exhibit (1) of Post-Effective Amendment
                         No. 3 to the Registration Statement,
                         filed on December 15, 1993.

               (2)       By-Laws are incorporated by reference to
                         Exhibit (2) of Post-Effective Amendment
                         No. 3 to the Registration Statement,
                         filed on December 15, 1993.
   
               (5)       Form of revised Management Agreement.
    
                  
               (6)       Form of revised Distribution Agreement.
       
 
   
              (8)(a)    Form of revised Custody Agreement.
    

               (8)(b)    Forms of Sub-Custodian Agreements are
                         incorporated by reference to Exhibit
                         (8)(b) of Post-Effective Amendment No. 3
                         to the Registration Statement, filed on
                         December 15, 1993.

   
               (9)       Shareholder Services Plan. 
    

               (10)      Opinion and Consent of Stroock & Stroock
                         & Lavan is incorporated by reference to
                         Exhibit (10) of Post-Effective Amendment
                         No. 3 to the Registration Statement,
                         filed on December 15, 1993.

               (11)      Consent of Ernst & Young.

               (16)      Schedule of Computation of Performance
                         Data is incorporated by reference to
                         Exhibit (16) of Post-Effective Amendment
                         No. 3 to the Registration Statement,
                         filed on December 15, 1993

          Other Exhibits

                    (a)       Powers of Attorney are incorporated
by
                              reference to the Signature Page of
Pre-
                              Effective Amendment No. 1 to the
                              Registration Statement on Form
N-1A, filed
                              on December 10, 1991, and Other
Exhibit (a)
                              of Post-Effective Amendment No. 1
to the
                              Registration Statement Form N-1A,
filed on
                              May 26, 1992.

                    (b)       Registrant's Certificate of
Secretary is
                              incorporated by reference to Other
Exhibit
                              of Pre-Effective Amendment No. 1 to
the
                              Registration Statement on Form
N-1A, filed
                              on December 10, 1991.


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
                                          Holders as of
          Title of Class                 February 9, 1994

          Common Stock, par value
          $.001 per share                    4,943      
    


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 indemnified is
incorporated by
reference to Item 27 of Pre-Effective Amendment No. 1, filed on
December 10, 1991. 

          Reference also is made to the Distribution Agreement
filed as
Exhibit 6 hereto.


Item 28.  Business and Other Connections of Investment Adviser.

    (a)   Investment Adviser - The Dreyfus Corporation

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

Officers and Directors of Dreyfus

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;
                            Director of Independence One
Investment
                            Services, Inc.
                              Division of Michigan National Corp.
                              27777 Inkster Road
                              Farmington Hills, Michigan 48018;
                            Past Chairman of the Board of
Trustees of
                            Skillman Foundation

ALVIN E. FRIEDMAN           Senior Adviser to Dillon, Read & Co.
Inc.
Director                      535 Madison Avenue
                              New York, New York 10022;
                            Director and member of the Executive
                            Committee of Avnet, Inc.
                              767 Fifth Avenue
                              New York, New York 10153

ABIGAIL Q. McCARTHY         Author, lecturer, columnist and
educational
Director                    consultant
                              2126 Connecticut Avenue
                              Washington, D.C. 20008

DAVID B. TRUMAN             Educational consultant;
Director                    Past President of the Russell Sage
                            Foundation
                              230 Park Avenue
                              New York, New York 10017;
                            Past President of Mount Holyoke
College
                              South Hadley, Massachusetts 01075;
                            Former Director: 
                              Student Loan Marketing Association
                              1055 Thomas Jefferson Street, N.W.
                              Washington, D.C. 20006;
                            Former Trustee:
                              College Retirement Equities Fund
                              730 Third Avenue
                              New York, New York 10017 

HOWARD STEIN                Chairman of the Board, President
Chairman of the Board       and Investment Officer: 
and Chief Executive           The Dreyfus Leverage Fund, Inc.++;
Officer                     Chairman of the Board and Investment
                            Officer: 
                              The Dreyfus Fund Incorporated++;
                              Dreyfus New Leaders Fund, Inc.++;
                              The Dreyfus Third Century Fund,
Inc.++;
                            Chairman of the Board: 
                              Dreyfus Acquisition Corporation*;
                              Dreyfus America Fund++++;
                              The Dreyfus Consumer Credit
Corporation*;
                              Dreyfus Land Development
Corporation*;
                              Dreyfus-Lincoln, Inc.*;
                              Dreyfus Management, Inc.*;
                              Dreyfus Service Corporation*;
                              The Dreyfus Trust Company (N.J.)++;
                            Chairman of the Board and Chief
Executive
                            Officer:
                              Major Trading Corporation*;
                            President, Managing General Partner
and
                            Investment Officer:
                              Dreyfus Strategic Growth, L.P.++;
                            Managing General Partner:
                              Dreyfus Strategic World Investing,
                              L.P.++;
                            Director, President and Investment
Officer:  
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Growth Opportunity Fund,
Inc.++;
                              General Aggressive Growth Fund,
Inc.++;
                            Director and President: 
                              Dreyfus Life Insurance Company*;
                            Director and Investment Officer:
                              Dreyfus Growth and Income Fund,
Inc.++;
                            President:
                              Dreyfus Consumer Life Insurance
Company*;
                            Director:
                              Avnet, Inc.**; 
                              Comstock Partners Strategy Fund,
Inc.***;
                              Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus BASIC Money Market Fund,
Inc.++;
                              The Dreyfus Fund International
Limited++++++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Insured Municipal Bond
                              Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Money Market Instruments,
                              Inc.++;
                              Dreyfus Municipal Bond Fund,
Inc.++;
                              Dreyfus Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus New Jersey Municipal Bond
                              Fund, Inc.++;
                              Dreyfus Partnership Management,
Inc.*;
                              Dreyfus Personal Management,
Inc.**;
                              Dreyfus Precious Metals, Inc.*;
                              Dreyfus Realty Advisors, Inc.+++;
                              Dreyfus Service Organization,
Inc.*;
                              Dreyfus Strategic Governments
                              Income, Inc.++;
                              The Dreyfus Trust Company++;
                              General Government Securities Money
                              Market Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Money Market
                              Fund, Inc.++;
                              FN Network Tax Free Money Market
                              Fund, Inc.++;
                              Seven Six Seven Agency, Inc.*;
                              World Balanced Fund++++;
                            Trustee and Investment Officer:
                              Dreyfus Short-Intermediate
Government
                              Fund++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Variable Investment Fund++;
                            Trustee:
                              Corporate Property Investors
                              New York, New York;
                              Dreyfus BASIC U.S. Government Money
Market
                              Fund++;
                              Dreyfus California Tax Exempt Money
                              Market Fund++;
                              Dreyfus Institutional Money Market
                              Fund++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus Investors GNMA Fund++;
                              Dreyfus 100% U.S. Treasury
Intermediate Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury Money
Market Fund
                              ++;
                              Dreyfus 100% U.S. Treasury Short
Term
                              Fund++;
                              Dreyfus Strategic Income++

JULIAN M. SMERLING          Director and Executive Vice
President:
Vice Chairman of the          Dreyfus Service Corporation*;
Board of Directors          Director and Vice President:
                              Dreyfus Consumer Life Insurance
Company*;
                              Dreyfus Land Development
Corporation*;
                              Dreyfus Life Insurance Company*;
                              Dreyfus Service Organization,
Inc.*;
                            Vice Chairman and Director:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                            Director: 
                              The Dreyfus Consumer Credit
Corporation*;
                              Dreyfus Partnership Management,
Inc.*;
                              Seven Six Seven Agency, Inc.*

JOSEPH S. DiMARTINO         Director and Chairman of the Board:
President, Chief              The Dreyfus Trust Company++;
Operating Officer           Director, President and 
and Director                Investment Officer:
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Money Market Instruments,
Inc.++;
                              Dreyfus Worldwide Dollar
                              Money Market Fund, Inc.++;
                              General Government Securities
                              Money Market Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                            Director and President:
                              Dreyfus Acquisition Corporation*;
                              The Dreyfus Consumer Credit
Corporation*;
                              Dreyfus Edison Electric Index Fund,
Inc.++;
                              Dreyfus Life and Annuity Index
Fund, Inc.++;
                              Dreyfus-Lincoln, Inc.*;
                              Dreyfus Partnership Management,
Inc.*;
                              The Dreyfus Trust Company (N.J.)++;
                              Dreyfus-Wilshire Target Funds,
Inc.++;
                              First Prairie Tax Exempt Bond Fund,
Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund,
Inc.++;
                            Trustee, President and Investment
Officer:
                              Dreyfus Cash Management++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Institutional Money Market
Fund++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus Short-Intermediate
Government Fund++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
                              Management++;
                              Dreyfus Variable Investment Fund++;
                              Premier GNMA Fund++;
                            Trustee and President:
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset
Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Money
Market Fund++;
                              First Prairie U.S. Government
Income Fund++;
                              First Prairie U.S. Treasury
Securities Cash
                              Management++;
                            Trustee and Investment Officer:
                              Dreyfus Short-Term Income Fund,
Inc.++;
                            Director and Executive Vice
President:
                              Dreyfus Service Corporation*;
                            Director, Vice President and
Investment
                            Officer:
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus International Equity Fund,
Inc.++;
                            Director and Vice President: 
                              Dreyfus Life Insurance Company*;
                              Dreyfus Service Organization,
Inc.*;
                              General Municipal Bond Fund,
Inc.++;
                              General Municipal Money Market
Fund, Inc.++;
                            Director and Investment Officer:
                              Dreyfus A Bonds Plus, Inc.++;
                              General Aggressive Growth Fund,
Inc.++;
                            Director and Corporate Member:
                              Muscular Dystrophy Association
                              810 Seventh Avenue
                              New York, New York 10019;
                            Director: 
                              Dreyfus Management, Inc.**;
                              Dreyfus Personal Management,
Inc.**;
                              Noel Group, Inc.
                              667 Madison Avenue
                              New York, New York 10021;
                            Trustee:
                              Bucknell University
                              Lewisburg, Pennsylvania 17837;
                            President and Investment Officer:
                              Dreyfus BASIC Money Market Fund,
Inc.++;
                              Dreyfus BASIC U.S. Government Money
Market
                              Fund++;
                              Dreyfus Investors GNMA Fund++;
                              Dreyfus 100% U.S. Treasury
Intermediate
                              Term Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term Fund
                              ++;
                              Dreyfus 100% U.S. Treasury Money
Market Fund
                              ++;
                              Dreyfus 100% U.S. Treasury Short
Term Fund
                              ++;
                            Vice President:
                              Dreyfus Consumer Life Insurance
Company*;
                            Investment Officer: 
                              The Dreyfus Fund Incorporated++;
                            President, Chief Operating Officer
and
                            Director:
                              Major Trading Corporation*

LAWRENCE M. GREENE          Chairman of the Board:
Legal Consultant              The Dreyfus Consumer Bank+;
and Director                Director and President:
                              Dreyfus Land Development
Corporation*;
                            Director and Executive Vice
President:
                              Dreyfus Service Corporation*;
                            Director and Vice President:
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Consumer Life Insurance
Company*;
                              Dreyfus Life Insurance Company*;
                              Dreyfus Service Organization,
Inc.*;
                            Director: 
                              Dreyfus America Fund++++;
                              Dreyfus BASIC Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Connecticut Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Intermediate Municipal
                              Bond Fund, Inc.++;
                              Dreyfus Management, Inc.**;
                              Dreyfus Michigan Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus New Jersey Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Tax Exempt
                              Bond Fund, Inc.++;
                              Dreyfus Ohio Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus Precious Metals, Inc.*;
                              Dreyfus Thrift & Commerce+++;
                              The Dreyfus Trust Company (N.J.)++;
                              Seven Six Seven Agency, Inc.*;
                            Vice President: 
                              Dreyfus Growth Opportunity Fund,
Inc.++;
                              Dreyfus-Lincoln, Inc.*;
                            Trustee:
                              Dreyfus Massachusetts Municipal
                              Money Market Fund++;
                              Dreyfus Massachusetts Tax Exempt
Bond Fund++;
                              Dreyfus New York Tax Exempt
Intermediate
                              Bond Fund++;
                              Dreyfus New York Tax Exempt Money
Market
                              Fund++;
                              Dreyfus Pennsylvania Municipal
                              Money Market Fund++;
                            Investment Officer: 
                              The Dreyfus Fund Incorporated++

ROBERT F. DUBUSS            Director and Treasurer: 
Vice President                Major Trading Corporation*;
                            Director and Vice President: 
                              The Dreyfus Consumer Credit
Corporation*;
                              Dreyfus Life Insurance Company*;
                              The Truepenny Corporation*;
                            Vice President:
                              Dreyfus Consumer Life Insurance
                              Company*;
                            Treasurer: 
                              Dreyfus Management, Inc.**;
                              Dreyfus Personal Management,
Inc.**;
                              Dreyfus Precious Metals, Inc.*;
                              Dreyfus Service Corporation*;
                            Assistant Treasurer: 
                              The Dreyfus Fund Incorporated++;
                            Controller: 
                              Dreyfus Land Development
Corporation*;
                            Director:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                              Dreyfus Thrift & Commerce****

ALAN M. EISNER              Director and President:
Vice President and            The Truepenny Corporation*;
Chief Financial Officer     Director, Vice President and
                            Chief Financial Officer:
                              Dreyfus Life Insurance Company*;
                            Vice President and 
                            Chief Financial Officer:
                              Dreyfus Consumer Life Insurance
                              Company*;
                            Treasurer:
                              Dreyfus Realty Advisors, Inc.+++;
                            Treasurer, Financial Officer and
Director:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                            Director:
                              Dreyfus Thrift & Commerce****;
                            Vice President and Director:
                              The Dreyfus Consumer Credit
Corporation*

DAVID W. BURKE              Vice President and Director:
Vice President and            The Dreyfus Trust Company++;
Chief Administrative        Formerly, President:
Officer                       CBS News, a division of CBS, Inc.
                              524 West 57th Street
                              New York, New York 10019

ELIE M. GENADRY             President:
Vice President-               Institutional Services Division of
Institutional Sales           Dreyfus Service Corporation*;
                            Executive Vice President:
                              Dreyfus Service Corporation*;
                            Senior Vice President:
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Edison Electric Index Fund,
Inc.++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus Life and Annuity Index
Fund,
                              Inc.++;
                              Dreyfus Municipal Cash
                              Management Plus++;
                              Dreyfus New York Municipal Cash
Management++;
                              Dreyfus Tax Exempt Cash
Management++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
Management++;
                              Dreyfus-Wilshire Target Funds,
Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund,
Inc.++;
                            Vice President:
                              The Dreyfus Trust Company++;
                              Premier California Insured
Municipal Bond
                              Fund++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond
Fund++;
                            Vice President-Sales:
                              The Dreyfus Trust Company (N.J.)++;
                            Treasurer:
                              Pacific American Fund+++++

DANIEL C. MACLEAN           Director, Vice President and
Secretary:
Vice President and            Dreyfus Precious Metals, Inc.*;
General Counsel             Director and Vice President:
                              The Dreyfus Consumer Credit
Corporation*;
                              Dreyfus Personal Management,
Inc.**;
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                            Director and Secretary: 
                              Dreyfus Partnership Management,
Inc.*;
                              Major Trading Corporation*;
                              The Truepenny Corporation+; 
                            Director: 
                              Dreyfus America Fund++++;
                              Dreyfus Consumer Life Insurance
                              Company*;
                              Dreyfus Life Insurance Company*;
                              The Dreyfus Trust Company++;
                            Vice President:
                              Dreyfus BASIC Municipal Money
Market Fund,
                              Inc.++; 
                              Dreyfus California Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt Money
                              Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Connecticut Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus Edison Electric Index Fund,
Inc.++;
                              Dreyfus Florida Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Growth and Income Fund,
Inc.++;
                              Dreyfus Growth Opportunity Fund,
Inc.++;
                              Dreyfus Insured Municipal Bond
Fund, Inc.++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus Intermediate Municipal
                              Bond Fund, Inc.++;
                              Dreyfus Investors GNMA Fund++;
                              Dreyfus Life and Annuity Index
Fund,
                              Inc.++;
                              Dreyfus Massachusetts Municipal
                              Money Market Fund++;
                              Dreyfus Massachusetts Tax Exempt
Bond Fund++;
                              Dreyfus Michigan Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus Municipal Cash
                              Management Plus++;
                              Dreyfus New Jersey Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt
Bond
                              Fund++;
                              Dreyfus New York Municipal Cash
Management++;
                              Dreyfus New York Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt
Intermediate Bond
                              Fund++;
                              Dreyfus New York Tax Exempt Money
Market
                              Fund++;
                              Dreyfus Ohio Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus Pennsylvania Municipal
Money Market
                              Fund++;
                              Dreyfus Short-Intermediate
Government Fund++;
                              Dreyfus Short-Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus Tax Exempt Cash
Management++;
                              The Dreyfus Third Century Fund,
Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
Management++;
                              Dreyfus-Wilshire Target Funds,
Inc.++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset
Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund,
Inc.++;
                              First Prairie Tax Exempt Money
Market Fund++;
                              First Prairie U.S. Government
Income Fund++;
                              First Prairie U.S. Treasury
Securities Cash
                              Management++;
                              FN Network Tax Free Money Market
Fund,
                              Inc.++;
                              General Aggressive Growth Fund,
Inc.++;
                              General California Municipal Money
Market
                              Fund++;
                              General Government Securities
                              Money Market Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund,
Inc.++;
                              General Municipal Money Market
Fund, Inc.++;
                              General New York Municipal Bond
Fund, Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund,
Inc.++;
                              Premier California Insured
Municipal Bond
                              Fund++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond
Fund++;
                              Premier State Municipal Bond
Fund++;
                            Secretary: 
                              Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund,
Inc.++;
                              Dreyfus BASIC U.S. Government Money
Market
                              Fund++;
                              Dreyfus California Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus California Municipal
Income, Inc.++;
                              Dreyfus Connecticut Intermediate
Municipal
                              Bond Fund++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Institutional Money Market
Fund++;
                              Dreyfus International Equity Fund,
Inc.++;
                              Dreyfus Land Development
Corporation+;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Money Market Instruments,
                              Inc.++;
                              Dreyfus Municipal Bond Fund,
Inc.++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market 
                              Fund, Inc.++;
                              Dreyfus New Jersey Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Municipal
                              Bond Fund, Inc.++;
                              Dreyfus New York Municipal Income,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury
Intermediate Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term Fund++;
                              Dreyfus 100% U.S. Treasury Money
Market Fund
                              ++;
                              Dreyfus 100% U.S. Treasury Short
Term Fund
                              ++;
                              Dreyfus Service Corporation*;
                              Dreyfus Service Organization,
Inc.*;
                              Dreyfus Short-Term Income Fund,
Inc.++;
                              Dreyfus Strategic Governments 
                              Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals,
Inc.++;
                              Dreyfus Strategic World Investing,
L.P.++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus Worldwide Dollar
                              Money Market Fund, Inc.++;
                              General California Municipal Bond
Fund,
                              Inc.++;
                              Seven Six Seven Agency, Inc.*;
                            Director and Assistant Secretary:
                              The Dreyfus Fund International
Limited++++++

JEFFREY N. NACHMAN          Vice President-Financial: 
Vice President-Mutual         Dreyfus A Bonds Plus, Inc.++;
Fund Accounting               Dreyfus California Municipal
Income, Inc.++;
                              Dreyfus California Tax Exempt Bond
                              Fund, Inc.++;
                              Dreyfus California Tax Exempt Money
Market
                              Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Connecticut Municipal Money
Market
                              Fund, Inc.++;
                              The Dreyfus Fund Incorporated++; 
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Growth Opportunity Fund,
Inc.++;
                              Dreyfus Institutional Money Market
Fund++;
                              Dreyfus Insured Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Intermediate Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund++;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index
Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Municipal
Money Market
                              Fund++;
                              Dreyfus Massachusetts Tax Exempt
Bond Fund++;
                              Dreyfus Michigan Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus Money Market Instruments,
Inc.++;
                              Dreyfus Municipal Bond Fund,
Inc.++;
                              Dreyfus Municipal Cash Management
Plus++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market
Fund, Inc.++;
                              Dreyfus New Jersey Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus New Jersey Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt
Bond
                              Fund++;
                              Dreyfus New York Municipal Cash
Management++;
                              Dreyfus New York Municipal Income,
                              Inc.++;
                              Dreyfus New York Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt
Intermediate
                              Bond Fund++;
                              Dreyfus New York Tax Exempt Money
Market
                              Fund++;
                              Dreyfus Ohio Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus 100% U.S. Treasury
Intermediate Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term Fund ++;
                              Dreyfus 100% U.S. Treasury Money
Market Fund
                              ++;
                              Dreyfus 100% U.S. Treasury Short
Term 
                              Fund++;
                              Dreyfus Pennsylvania Municipal
Money Market
                              Fund++;
                              Dreyfus Short-Intermediate
Government Fund++;
                              Dreyfus Short-Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus Strategic Governments
Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals,
Inc.++;
                              Dreyfus Strategic World Investing,
                              L.P.++;
                              Dreyfus Tax Exempt Cash
Management++;
                              The Dreyfus Third Century Fund,
Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
Management++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus Worldwide Dollar Money
Market Fund,
                              Inc.++;
                              First Prairie Diversified Asset
Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund,
Inc.++;
                              First Prairie Tax Exempt Money
Market Fund++;
                              FN Network Tax Free Money Market
Fund,
                              Inc.++;
                              General Aggressive Growth Fund,
Inc.++;
                              General California Municipal Bond
Fund,
                              Inc.++;
                              General California Municipal Money
Market
                              Fund++;
                              General Government Securities Money
Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund,
Inc.++;
                              General Municipal Money Market
                              Fund, Inc.++;
                              General New York Municipal Bond
Fund,
                              Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Peoples Index Fund, Inc.++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond
Fund++;
                              Premier State Municipal Bond
Fund++; 
                            Vice President and Treasurer:
                              Dreyfus Asset Allocation Fund,
Inc.++;
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund,
Inc.++;
                              Dreyfus BASIC Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus BASIC U.S. Government Money
Market
                              Fund++;
                              Dreyfus California Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Connecticut Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Edison Electric Index Fund,
Inc.++;
                              Dreyfus Florida Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Growth and Income Fund,
Inc.++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus International Equity Fund,
Inc.++;
                              Dreyfus Massachusetts Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Short-Term Income Fund,
Inc.++;
                              Dreyfus-Wilshire Target Funds,
Inc.++;
                              First Prairie Cash Management++;
                              First Prairie U.S. Treasury
Securities Cash
                              Management++;
                              First Prairie U.S. Government
Income Fund++;
                              Peoples S&P MidCap Index Fund,
Inc.++;
                              Premier Growth Fund, Inc.++;
                              Premier California Insured
Municipal Bond
                              Fund++;
                            Assistant Treasurer:
                              Pacific American Fund+++++

PETER A. SANTORIELLO        Director, President and Investment
Officer:
Vice President                Dreyfus Balanced Fund, Inc.++;
                            Director and President: 
                              Dreyfus Management, Inc.**;
                            Vice President:
                              Dreyfus Personal Management, Inc.*

ROBERT H. SCHMIDT           Director and President:
Vice President                Dreyfus Service Corporation*;
                              Seven Six Seven Agency, Inc.*;
                            Formerly, Chairman and Chief
Executive
                            Officer:
                              Levine, Huntley, Schmidt & Beaver
                              250 Park Avenue
                              New York, New York 10017

PHILIP L. TOIA              Chairman of the Board and Vice
President:
Vice President and            Dreyfus Thrift and Commerce****;
Director of Fixed-            The Dreyfus Consumer Bank*;
Income Research             Senior Loan Officer and Director:
                              The Dreyfus Trust Company++;
                            Vice President:
                              The Dreyfus Consumer Credit
Corporation*;
                            Formerly, Senior Vice President:
                              The Chase Manhattan Bank, N.A. and
                              The Chase Manhattan Capital Markets
                              Corporation
                              One Chase Manhattan Plaza
                              New York, New York l008l

KATHERINE C. WICKHAM        Vice President:
Assistant Vice President-     Dreyfus Consumer Life Insurance
Company++;
Human Resources             Formerly, Assistant Commissioner:
                              Department of Parks and Recreation
of the
                              City of New York
                              830 Fifth Avenue
                              New York, New York 10022

JOHN J. PYBURN              Treasurer and Assistant Secretary:
Assistant Vice President      The Dreyfus Fund International
Limited++++++;
                              Treasurer: 
                              Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus California Municipal
                              Income, Inc.++;
                              Dreyfus California Tax Exempt
                              Bond Fund, Inc.++;
                              Dreyfus California Tax Exempt
                              Money Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Connecticut Municipal Money
Market
                              Fund, Inc.++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Growth Opportunity Fund,
                              Inc.++;
                              Dreyfus Institutional Money Market
Fund++;
                              Dreyfus Insured Municipal Bond
Fund, Inc.++;
                              Dreyfus Intermediate Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund++;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index
Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Municipal
Money Market
                              Fund++;
                              Dreyfus Massachusetts Tax Exempt
Bond Fund++;
                              Dreyfus Michigan Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus Money Market Instruments,
Inc.++;
                              Dreyfus Municipal Bond Fund,
Inc.++;
                              Dreyfus Municipal Cash Management
Plus++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market
Fund, Inc.++;
                              Dreyfus New Jersey Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus New Jersey Municipal Money
Market
                              Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt
Bond
                              Fund++;
                              Dreyfus New York Municipal Cash
Management++;
                              Dreyfus New York Municipal Income,
Inc.++;
                              Dreyfus New York Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt
Intermediate Bond
                              Fund++;
                              Dreyfus New York Tax Exempt Money
Market
                              Fund++;
                              Dreyfus Ohio Municipal Money Market
Fund,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury
Intermediate
                              Term Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term Fund ++;
                              Dreyfus 100% U.S. Treasury Money
Market
                              Fund++;
                              Dreyfus 100% U.S. Treasury Short
Term Fund++;
                              Dreyfus Pennsylvania Municipal
Money Market
                              Fund++;
                              Dreyfus Short-Intermediate
Government Fund++;
                              Dreyfus Short-Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus Strategic Governments
Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals,
Inc.++;
                              Dreyfus Strategic World Investing,
L.P.++;
                              Dreyfus Tax Exempt Cash
Management++;
                              The Dreyfus Third Century Fund,
Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
Management++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus Worldwide Dollar Money
Market Fund,
                              Inc.++;
                              First Prairie Diversified Asset
Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund,
Inc.++;
                              First Prairie Tax Exempt Money
Market Fund++;
                              FN Network Tax Free Money Market
Fund,
                              Inc.++;
                              General Aggressive Growth Fund,
Inc.++;
                              General California Municipal Bond
Fund,
                              Inc.++;
                              General California Municipal Money
Market
                              Fund++;
                              General Government Securities Money
Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund,
Inc.++;
                              General Municipal Money Market
Fund, Inc.++;
                              General New York Municipal Bond
Fund, Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Peoples Index Fund, Inc.++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond
Fund++;
                              Premier State Municipal Bond Fund++
                              
MAURICE BENDRIHEM           Formerly, Vice President-Financial
Controller                  Planning, Administration and Tax:
                              Showtime/The Movie Channel, Inc.
                              1633 Broadway
                              New York, New York 10019;
                            Treasurer:
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Consumer Life Insurance
                              Company*;
                              Dreyfus Land Development
Corporation*;
                              Dreyfus Life Insurance Company*;
                              Dreyfus-Lincoln, Inc.*;
                              Dreyfus Partnership Management,
Inc.*;
                              Dreyfus Service Organization,
Inc.*;
                              Seven Six Seven Agency, Inc.*;
                              The Truepenny Corporation*;
                            Controller:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                              The Dreyfus Consumer Credit
Corporation*;
                            Assistant Treasurer:
                              Dreyfus Precious Metals*

MARK N. JACOBS              Vice President:
Secretary and Deputy          Dreyfus A Bonds Plus, Inc.++;
General Counsel               Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund,
Inc.++;
                              Dreyfus BASIC U.S. Government Money
Market
                              Fund++;
                              Dreyfus California Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Connecticut Intermediate
Municipal
                              Bond Fund++;
                              The Dreyfus Convertible
                              Securities Fund, Inc.++;
                              Dreyfus Edison Electric Index Fund,
Inc.++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Institutional Money Market
                              Fund++;
                              Dreyfus International Equity Fund,
Inc.++;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index
Fund,
                              Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Money Market Instruments,
Inc.++;
                              Dreyfus Municipal Bond Fund,
Inc.++;
                              Dreyfus Municipal Money Market
Fund, Inc.++;
                              Dreyfus New Jersey Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury
Intermediate Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury
Intermediate
                              Term Fund++;
                              Dreyfus 100% U.S. Treasury Money
                              Market Fund++;
                              Dreyfus 100% U.S. Treasury Short
Term
                              Fund++;
                              Dreyfus Short-Term Income Fund,
Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond
                              Fund, Inc.++;
                              Dreyfus Strategic Municipals,
Inc.++;
                              Dreyfus Strategic World Investing,
L.P.++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus-Wilshire Target Funds,
Inc.++;
                              Dreyfus Worldwide Dollar Money
Market Fund,
                              Inc.++;
                              General California Municipal Bond
Fund,
                              Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund,
Inc.++;
                            Director:
                              World Balanced Fund++++;
                            Director and Secretary:
                              Dreyfus Life Insurance Company*;
                            Secretary:
                              Dreyfus BASIC Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt
                              Money Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Connecticut Municipal Money
Market
                              Fund, Inc.++;
                              The Dreyfus Consumer Credit
Corporation*;
                              Dreyfus Consumer Life Insurance
Company*;
                              Dreyfus Florida Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Growth and Income Fund,
Inc.++;
                              Dreyfus Growth Opportunity Fund,
Inc.++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus Insured Municipal Bond
Fund, Inc.++;
                              Dreyfus Intermediate Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund,
L.P.++;
                              Dreyfus Management, Inc.**;
                              Dreyfus Massachusetts Municipal
                              Money Market Fund++;
                              Dreyfus Massachusetts Tax Exempt
                              Bond Fund++;
                              Dreyfus Michigan Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus Municipal Cash Management
                              Plus++;
                              Dreyfus New Jersey Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt
                              Bond Fund++;
                              Dreyfus New York Municipal Cash
Management++;
                              Dreyfus New York Tax Exempt
                              Bond Fund, Inc.++;
                              Dreyfus New York Tax Exempt
                              Intermediate Bond Fund++;
                              Dreyfus New York Tax Exempt
                              Money Market Fund++;
                              Dreyfus Ohio Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Pennsylvania Municipal
Money
                              Market Fund++;
                              Dreyfus Personal Management,
Inc.**;
                              Dreyfus Short-Intermediate
Government Fund++;
                              Dreyfus Short-Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus Tax Exempt Cash
Management++;
                              The Dreyfus Third Century Fund,
Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
Management++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset
Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund,
Inc.++;
                              First Prairie Tax Exempt Money
Market Fund++;
                              First Prairie U.S. Government
Income Fund++;
                              First Prairie U.S. Treasury
Securities Cash
                              Management++;
                              FN Network Tax Free Money Market
Fund,
                              Inc.++;
                              General Aggressive Growth Fund,
Inc.++;
                              General California Municipal Money
Market
                              Fund++;
                              General Government Securities Money
Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund,
Inc.++;
                              General Municipal Money Market
Fund, Inc.++;
                              General New York Municipal Bond
Fund,
                              Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Pacific American Fund+++++;
                              Premier California Insured
Municipal Bond
                              Fund++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond
Fund++;
                              Premier State Municipal Bond
Fund++;
                            Assistant Secretary: 
                              Dreyfus Service Organization,
Inc.*;
                              Major Trading Corporation*;
                              The Truepenny Corporation*

CHRISTINE PAVALOS           Assistant Secretary: 
Assistant Secretary           Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund,
Inc.++;
                              Dreyfus BASIC Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus BASIC U.S. Government Money
Market
                              Fund++;
                              Dreyfus California Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus California Municipal
Income, Inc.++;
                              Dreyfus California Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt
                              Money Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus,
Inc.++;
                              Dreyfus Connecticut Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Connecticut Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus Edison Electric Index Fund,
Inc.++;
                              Dreyfus Florida Intermediate
Municipal Bond
                              Fund++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash
Management++;
                              Dreyfus Growth and Income, Inc.++;
                              Dreyfus Growth Opportunity Fund,
Inc.++;
                              Dreyfus Institutional Money Market
Fund++;
                              Dreyfus Institutional Short Term
Treasury
                              Fund++;
                              Dreyfus Insured Municipal Bond
Fund, Inc.++;
                              Dreyfus Intermediate Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus International Equity Fund,
Inc.++;
                              Dreyfus Investors GNMA Fund++;
                              Dreyfus Land Development
Corporation*;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index
Fund,
                              Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Management, Inc.**;
                              Dreyfus Massachusetts Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus Massachusetts Municipal
Money Market
                              Fund++;
                              Dreyfus Massachusetts Tax Exempt
Bond Fund++;
                              Dreyfus Michigan Municipal Money
Market Fund,
                              Inc.++;
                              Dreyfus Money Market Instruments,
Inc.++;
                              Dreyfus Municipal Bond Fund,
Inc.++;
                              Dreyfus Municipal Cash Management
Plus++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market
Fund, Inc.++;
                              Dreyfus New Jersey Intermediate
Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus New Jersey Municipal Money
Market
                              Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt
Bond
                              Fund++;
                              Dreyfus New York Municipal Cash
Management++;
                              Dreyfus New York Municipal Income,
Inc.++;
                              Dreyfus New York Tax Exempt Bond
Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt
Intermediate Bond
                              Fund++;
                              Dreyfus New York Tax Exempt Money
Market
                              Fund++;
                              Dreyfus Ohio Municipal Money Market
Fund,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury
Intermediate Term
                              Fund++;
                              Dreyfus 100% U.S. Treasury Long
Term Fund ++;
                              Dreyfus 100% U.S. Treasury Money
Market Fund
                              ++;
                              Dreyfus 100% U.S. Treasury Short
Term Fund
                              ++;
                              Dreyfus Pennsylvania Municipal
Money
                              Market Fund++;
                              Dreyfus Service Corporation*;
                              Dreyfus Short-Intermediate
Government Fund++;
                              Dreyfus Short-Intermediate
Municipal Bond
                              Fund++;
                              Dreyfus Short-Term Income Fund,
Inc.++;
                              Dreyfus Strategic Governments
Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond
Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals,
Inc.++;
                              Dreyfus Strategic World Investing,
L.P.++;
                              Dreyfus Tax Exempt Cash
Management++;
                              The Dreyfus Third Century Fund,
Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
Management++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus-Wilshire Target Funds,
Inc.++;
                              Dreyfus Worldwide Dollar Money
Market Fund,
                              Inc.++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset
                              Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt
                              Bond Fund, Inc.++;
                              First Prairie Tax Exempt Money
Market Fund++;
                              First Prairie U.S. Government
Income Fund++;
                              First Prairie U.S. Treasury
Securities Cash
                              Management++;
                              FN Network Tax Free Money Market
Fund,
                              Inc.++;
                              General Aggressive Growth Fund,
                              Inc.++;
                              General California Municipal Bond
Fund,
                              Inc.++;
                              General California Municipal Money
Market
                              Fund++;
                              General Government Securities Money
Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund,
Inc.++;
                              General Municipal Money Market
Fund, Inc.++;
                              General New York Municipal Bond
Fund,
                              Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund,
Inc.++;
                              Premier California Insured
Municipal Bond
                              Fund++;
                              Premier California Municipal
                              Bond Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal
                              Bond Fund++;
                              Premier State Municipal Bond
Fund++;
                              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 767 Fifth
Avenue,
           New York, New York 10153. 
***        The address of the business so indicated is 45
Broadway, New
           York, New York 10006. 
****       The address of the business so indicated is Five Triad
Center,
           Salt Lake City, Utah 84180.
+          The address of the business so indicated is Atrium
Building, 
           80 Route 4 East, Paramus, New Jersey 07652.
++         The address of the business so indicated is 144 Glenn
Curtiss
           Boulevard, Uniondale, New York 11556-0144.
+++        The address of the business so indicated is One
Rockefeller
           Plaza, New York, New York 10020.
++++       The address of the business so indicated is 2
Boulevard Royal,
           Luxembourg.
+++++      The address of the business so indicated is 800 West
Sixth
           Street, Suite 1000, Los Angeles, California 90017.
++++++     The address of the business so indicated is Nassau,
Bahama
           Islands.


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 Strategy Fund, 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 Money Market Fund, Inc.
                7.  Dreyfus BASIC Municipal Money Market Fund,
Inc.
                8.  Dreyfus BASIC U.S. Government Money Market
Fund
                9.  Dreyfus California Intermediate Municipal
Bond Fund
               10.  Dreyfus California Tax Exempt Bond Fund, Inc.
               11.  Dreyfus California Tax Exempt Money Market
Fund
               12.  Dreyfus Capital Value Fund, Inc.
               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 Edison Electric Index Fund, Inc.
               18.  Dreyfus Florida Intermediate Municipal Bond
Fund
               19.  The Dreyfus Fund Incorporated
               20.  Dreyfus Global Investing, Inc.
               21.  Dreyfus GNMA Fund, Inc.
               22.  Dreyfus Government Cash Management
               23.  Dreyfus Growth and Income Fund, Inc.
               24.  Dreyfus Growth Opportunity Fund, Inc. 
               25.  Dreyfus Institutional Money Market Fund
               26.  Dreyfus Institutional Short Term Treasury
Fund
               27.  Dreyfus Insured Municipal Bond Fund, Inc.
               28.  Dreyfus Intermediate Municipal Bond Fund,
Inc.
               29.  Dreyfus International Equity Fund, Inc.
               30.  Dreyfus Investors GNMA Fund
               31.  The Dreyfus Leverage Fund, Inc.
               32.  Dreyfus Life and Annuity Index Fund, Inc.
               33.  Dreyfus Liquid Assets, Inc.
               34.  Dreyfus Massachusetts Intermediate Municipal
Bond Fund
               35.  Dreyfus Massachusetts Municipal Money Market
Fund
               36.  Dreyfus Massachusetts Tax Exempt Bond Fund
               37.  Dreyfus Michigan Municipal Money Market Fund,
Inc.
               38.  Dreyfus Money Market Instruments, Inc.
               39.  Dreyfus Municipal Bond Fund, Inc.
               40.  Dreyfus Municipal Cash Management Plus
               41.  Dreyfus Municipal Money Market Fund, Inc.
               42.  Dreyfus New Jersey Intermediate Municipal
Bond Fund
               43.  Dreyfus New Jersey Municipal Bond Fund, Inc.
               44.  Dreyfus New Jersey Municipal Money Market
Fund, Inc.
               45.  Dreyfus New Leaders Fund, Inc.
               46.  Dreyfus New York Insured Tax Exempt Bond Fund
               47.  Dreyfus New York Municipal Cash Management
               48.  Dreyfus New York Tax Exempt Bond Fund, Inc.
               49.  Dreyfus New York Tax Exempt Intermediate Bond
Fund
               50.  Dreyfus New York Tax Exempt Money Market Fund
               51.  Dreyfus Ohio Municipal Money Market Fund,
Inc.
               52.  Dreyfus 100% U.S. Treasury Intermediate Term
Fund
               53.  Dreyfus 100% U.S. Treasury Long Term Fund
               54.  Dreyfus 100% U.S. Treasury Money Market Fund
               55.  Dreyfus 100% U.S. Treasury Short Term Fund
               56.  Dreyfus Pennsylvania Municipal Money Market
Fund
               57.  Dreyfus Short-Intermediate Government Fund
               58.  Dreyfus Short-Intermediate Municipal Bond
Fund
               59.  Dreyfus Short-Term Income Fund, Inc.
               60.  Dreyfus Strategic Growth, L.P.
               61.  Dreyfus Strategic Income
               62.  Dreyfus Strategic Investing
               63.  Dreyfus Strategic World Investing, L.P.
               64.  Dreyfus Tax Exempt Cash Management
               65.  The Dreyfus Third Century Fund, Inc.
               66.  Dreyfus Treasury Cash Management
               67.  Dreyfus Treasury Prime Cash Management
               68.  Dreyfus Variable Investment Fund
               69.  Dreyfus-Wilshire Target Funds, Inc.
               70.  Dreyfus Worldwide Dollar Money Market Fund,
Inc.
               71.  First Prairie Cash Management
               72.  First Prairie Diversified Asset Fund
               73.  First Prairie Money Market Fund
               74.  First Prairie Tax Exempt Bond Fund, Inc.
               75.  First Prairie Tax Exempt Money Market Fund
               76.  First Prairie U.S. Government Income Fund 
               77.  First Prairie U.S. Treasury Securities Cash
Management
               78.  FN Network Tax Free Money Market Fund, Inc.
               79.  General California Municipal Bond Fund, Inc.
               80.  General California Municipal Money Market
Fund
               81.  General Government Securities Money Market
                    Fund, Inc.
               82.  General Money Market Fund, Inc.
               83.  General Municipal Bond Fund, Inc.
               84.  General Municipal Money Market Fund, Inc. 
               85.  General New York Municipal Bond Fund, Inc.
               86.  General New York Municipal Money Market Fund
               87.  Pacific American Fund
               88.  Peoples Index Fund, Inc.
               89.  Peoples S&P MidCap Index Fund, Inc.
               90.  Premier California Insured Municipal Bond
Fund
               91.  Premier California Municipal Bond Fund
               92.  Premier GNMA Fund
               93.  Premier Growth Fund, Inc.
               94.  Premier Municipal Bond Fund
               95.  Premier New York Municipal Bond Fund
               96.  Premier State Municipal Bond Fund

(b)
                              Positions and offices       
Positions and
Name and principal            with Dreyfus                
offices with 
business address              Service Corporation         
Registrant   

Howard Stein*                 Chairman of the Board        None

Robert H. Schmidt*            President and Director       None

Joseph S. DiMartino*          Executive Vice President     None
                              and Director                 

Lawrence M. Greene*           Executive Vice President    
Director
                              and Director                   

Julian M. Smerling*           Executive Vice President     None
                              and Director

Elie M. Genadry*              Executive Vice President     None

Hank Gottmann*                Executive Vice President     None

Donald A. Nanfeldt*           Executive Vice President     None

Kevin Flood*                  Senior Vice President        None

Irene Papadoulis**            Senior Vice President        None

Kirk Stumpp*                  Senior Vice President/       None
                              Director of Marketing

Diane M. Coffey*              Vice President               None

Roy Gross*                    Vice President-Customer      None
                              Satisfaction

Walter T. Harris*             Vice President               None

William Harvey*               Vice President               None

William V. Healey*            Vice President/              None
                              Legal Counsel

Adwick Pinnock**              Vice President               None

George Pirrone*               Vice President/Trading       None

Karen Rubin Waldmann*         Vice President               None

Peter D. Schwab*              Vice President/New Products  None

Michael Anderson*             Assistant Vice President     None

Sydney R. Gordon*             Assistant Vice President     None

Carolyn Sobering*             Assistant Vice President-    None
                              Trading

Daniel C. Maclean*            Secretary                    Vice
President

Robert F. Dubuss*             Treasurer                    None

Maurice Bendrihem*            Controller                   None

Michael J. Dolitsky*          Assistant Controller         None

Susan Verbil Goldgraben*      Assistant Treasurer          None

Christine Pavalos*            Assistant Secretary         
Assistant
                                                          
Secretary
                                                           
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================

                              Positions and offices
                              with Broker-Dealer                 

                                           Positions and 
Name and principal            Division of Dreyfus  offices with
business address              Service Corporation  Registrant   
                              
Elie M. Genadry*              President                    None

Craig E. Smith*               Executive Vice President     None

Peter Moeller*                Vice President and Sales     None
                              Manager

Kristina Williams             Vice President--             None
Pompano Beach, FL             Administration

Edward Donley                 Regional Vice President      None
Latham, NY

Glenn Farinacci*              Regional Vice President      None
                              
Peter S. Ferrentino           Regional Vice President      None
San Francisco, CA

William Frey                  Regional Vice President      None
Hoffman Estates, IL

Suzanne Haley                 Regional Vice President      None
Tampa, FL

Philip Jochem                 Regional Vice President      None
Warrington, PA

Fred Lanier                   Regional Vice President      None
Atlanta, GA

Beth Presson                  Regional Vice President      None
Colchester, VT

Joseph Reaves                 Regional Vice President      None
New Orleans, LA

Christian Renninger           Regional Vice President      None
Germantown, MD

Kurt Wiessner                 Regional Vice President      None
Minneapolis, MN

Mary Rogers**                 Assistant Vice President     None


Institutional Services Division of Dreyfus Service Corporation
==============================================================

                       Positions and offices
                      with Institutional Services                

                                                 Positions and
Name and principal     Division of Dreyfus          offices with
business address        Service Corporation          Registrant  



Elie M. Genadry*              President                    None

Donald A. Nanfeldt*           Executive Vice President     None

Charles Cardona**             Senior Vice President        None

Stacy Alexander*              Vice President               None

Eric Almquist*                Vice President               None

James E. Baskin+++++++        Vice President               None

Kenneth Bernstein             Vice President--             None
Boca Raton, FL                Institutional Sales

Stephen Burke*                Vice President               None

Laurel A. Diedrick Burrows*** Vice President               None

Daniel L. Clawson++++         Vice President               None

Michael Caraboolad            Vice President--             None
Gates Mills, OH               Institutional Sales

Laura Caudillo++              Vice President--             None
                              Institutional Sales

Steven Faticone*****          Vice President--             None
                              Institutional Sales

William E. Findley****        Vice President               None

Mary Genet*****               Vice President               None

Melinda Miller Gordon*        Vice President               None

Christina Haydt++             Vice President-              None
                              Institutional Sales

Carol Anne Kelty*             Vice President-              None
                              Institutional Sales

Gwenn Kessler*****            Vice President--             None
                              Institutional Sales

Nancy Knee++++                Vice President--             None
                              Institutional Sales

Bradford Lange*               Vice President--             None
                              Institutional Sales

Kathleen McIntyre Lewis++     Vice President               None

Eva Machek*****               Vice President--             None
                              Institutional Sales

Mary McCabe***                Vice President--             None
                              Institutional Sales

James McNamara*****           Vice President--             None
                              Institutional Sales

James Neiland*                Vice President               None

Susan M. O'Connor*            Vice President-              None
                              Institutional Seminars

Andrew Pearson+++             Vice President-              None
                              Institutional Sales

Jean Heitzman Penny*****      Vice President-              None
                              Institutional Sales

Dwight Pierce+                Vice President               None

Lorianne Pinto*               Vice President--             None
                              Institutional Sales

Douglas Rentschler            Vice President--             None
Grosse Point Park, MI         Institutional Sales

Leah Ryan****                 Vice President--             None
                              Institutional Sales

Emil Samman*                  Vice President-              None
                              Institutional Marketing

Edward Sands*                 Vice President-              None
                              Institutional Administration

Sue Ann Seefeld++++           Vice President-              None
                              Institutional Sales

Elizabeth Biordi Wieland*     Vice President-              None
                              Institutional Administration

Jeanne Butler                 Assistant Vice President-    None
                              Institutional Operations

Roberta Hall*****             Assistant Vice President-    None
                              Institutional Servicing

Tracy Hopkins**               Assistant Vice President-    None
                              Institutional Operations

Lois Paterson*                Assistant Vice President-    None
                              Institutional Operations

Karen Markovic Shpall++++++   Assistant Vice President     None

Emilie Tongalson**            Assistant Vice President-    None
                              Institutional Servicing

Carolyn Warren++              Assistant Vice President--   None
                              Institutional Servicing

Tonda Watson****              Assistant Vice President-    None
                              Institutional Sales

Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================

                          Positions and offices 
                         with Group Retirement     Positions and 
Name and principal       Plans Division of         offices with
business address     Dreyfus Service Corporation  Registrant   

Elie M. Genadry*              President                    None

Robert W. Stone*              Executive Vice President     None

Paul Allen*                   Executive Vice President-    None
                              National Sales

Leonard Larrabee*             Vice President and           None
                              Senior Counsel

George Anastasakos*           Vice President               None

Bart Ballinger++              Vice President--Sales        None

Paula Cleary*                 Vice President--Marketing    None

Ellen S. Dinas*               Vice President--Marketing/   None
                              Communications

Wendy Holcomb++               Vice President--Sales        None

William Gallagher*            Vice President-Sales         None

Brent Glading*                Vice President-Sales         None

Gerald Goz*                   Vice President-Sales         None

Jeffrey Lejune                Vice President-Sales         None
Dallas, TX

Samuel Mancino**              Vice President-Installation  None

Joanna Morris*                Vice President-Sales         None

Joseph Pickert++              Vice President--Sales        None

Alison Saunders**             Vice President--Enrollment   None

Scott Zeleznik*               Vice President-Sales         None

Alana Zion*                   Vice President-Sales         None

Jeffrey Blake*                Assistant Vice President--   None
                              Sales

_______________
*        The address of the offices so indicated is 200 Park
         Avenue, New York, New York 10166.

**       The address of the offices so indicated is 144 Glenn
         Curtiss Boulevard, Uniondale, New York 11556-0144.

***      The address of the offices so indicated is 580
California
         Street, San Francisco, California 94104.

****     The address of the offices so indicated is 3384
Peachtree Road,
         Suite 100, Atlanta, Georgia 30326-1106.

*****    The address of the offices so indicated is 190 South
LaSalle
         Street, Suite 2850, Chicago, Illinois 60603.

+        The address of the offices so indicated is P.O. Box
1657, Duxbury,
         Massachusetts 02331.

++       The address of the offices so indicated is 800 West
Sixth Street,
         Suite 1000, Los Angeles, California 90017.

+++      The address of the offices so indicated is 11 Berwick
Lane,
         Edgewood, Rhode Island 02905.

++++     The address of the offices so indicated is 1700 Lincoln
Street,
         Suite 3940, Denver, Colorado 80203.

+++++    The address of the offices so indicated is 6767 Forest
Hill Avenue,
         Richmond, Virginia 23225.

++++++   The address of the offices so indicated is 2117 Diamond
Street, San
         Diego, California 92109.

+++++++  The address of the offices so indicated is P.O. Box 757,
Holliston,
         Massachusetts 01746.

Item 30. Location of Accounts and Records

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

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

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


Item 31. Management Services

         Not Applicable

Item 32. Undertakings

         Registrant hereby undertakes
   
         (b)  (1)  to file a post-effective amendment, using
financial statements which need not be certified, within four to
      six months from the effective date of this Registration
                   Statement.
    

  (2)  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.

  (3)  To furnish each person to whom a prospectus is delivered
        with a copy of its 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
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 9th day of February, 1994.
    

                             DREYFUS BASIC MUNICIPAL MONEY MARKET
FUND, INC.
                                             (Registrant)

                              By:/s/Richard J. Moynihan*       
                                 Richard J. Moynihan, President


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

/s/Richard J. Moynihan*         President (Principal
Richard J. Moynihan             Executive Officer)
                                and Director

/s/Jeffrey N. Nachman*          Treasurer
Jeffrey N. Nachman              (Principal Financial
                                Officer)

/s/Paul T. Molloy*              Controller (Principal
Paul T. Molloy                  Accounting Officer)

   
/s/David W. Burke*              Director                    
David W. Burke                            
    
/s/Samuel Chase*                Director                  
Samuel Chase     

/s/Joni Evans*                  Director                    
Joni Evans     

/s/Lawrence M. Greene           Director                    
Lawrence M. Greene    

/s/Arnold S. Hiatt*             Director                    
Arnold S. Hiatt 

/s/David J. Mahoney*            Director                    
David J. Mahoney      

/s/Burton N. Wallack*            Director                   
Burton N. Wallack 
   

*By:/s/Steven F. Neuman                          February 9, 1994
    Steven F. Neuman, 
     Attorney-in-Fact
    







         DREYFUS BASIC MUNICIPAL MONEY MARKET FUND, INC.


               Post-Effective Amendment No. 4 to
            Registration Statement on Form N-1A under
                 the Securities Act of 1933 and
               the Investment Company Act of 1940

                    ____________________
                            EXHIBITS
                      ____________________

                       INDEX TO EXHIBITS

                                                                 

                                                 Page

(5)  Form of revised Management Agreement . . . . . . . . . 
(6)  Form of revised Distribution Agreement . . . . . . . . 
(9)  Shareholder Services Plan. . . . . . . . . . . . . . . 
(11) Consent of Independent Auditors. . . . . . . . . . . . 

<PAGE>

                                              EXHIBIT 5



                      MANAGEMENT AGREEMENT
                                
                  DREYFUS BASIC MUNICIPAL FUND
                   144 Glenn Curtiss Boulevard
                 Uniondale, New York 11556-0144


                                        August 28, 1991
                            As Amended, February __, 1994


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

Dear Sirs:

          Dreyfus BASIC Municipal Fund, a Maryland corporation
(the "Fund") consisting of the series named on Schedule 1 hereto,
as such Schedule may be revised from time to time (each, a
"Series"), herewith confirms its agreement with you as follows:

          The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board of Directors. 
The Fund desires to employ you to act as its investment adviser.

          In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement.  Such person or persons
may be officers or employees who are employed by both you and the
Fund.  The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.

          Subject to the supervision and approval of the Fund's
Board of Directors, you will provide investment management of
each Series' portfolio in accordance with such Series' investment
objectives and policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to time in
effect.  In connection therewith, you will obtain and provide
investment research and will supervise each Series' investments
and conduct a continuous program of investment, evaluation and,
if appropriate, sale and reinvestment of such Series' assets. 
You will furnish to the Fund such statistical information, with
respect to the investments which each Series may hold or
contemplate purchasing, as the Fund may reasonably request.  The
Fund wishes to be informed of important developments materially
affecting any Series' portfolio and shall expect you, on your own
initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.

          In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to each Series'
shareholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of each Series'
shares; and generally assist in all aspects of the Fund's
operations.

          You shall exercise your best judgment in rendering the
services to be provided hereunder and the Fund agrees as an
inducement to your undertaking the same that you shall not be
liable hereunder for any error of judgment or mistake of law or
for any loss suffered by one or more Series, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to a Series or to its security holders
to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.

          In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series' name
on Schedule 1 hereto.  Net asset value shall be computed on such
days and at such time or times as described in the Fund's then-
current Prospectus and Statement of Additional Information.  The
fee for the period from the date of the commencement of the
initial public sale of a Series' shares to the end of the month
during which such sale shall have been commenced shall be pro-
rated according to the proportion which such period bears to the
full monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month
shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.

          For the purpose of determining fees payable to you, the
value of each Series' net assets shall be computed in the manner
specified in the Fund's Articles of Incorporation for the
computation of the value of each Series' net assets.

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

          As to each Series, if in any fiscal year the aggregate
expenses of the Series (including fees pursuant to this
Agreement, but excluding interest, taxes, brokerage and, with the
prior written consent of the necessary state securities
commissions, extraordinary expenses) exceed the expense
limitation of any state having jurisdiction over the Series, the
Fund may deduct from the fees to be paid hereunder, or you will
bear, such excess expense to the extent required by state law. 
Your obligation pursuant hereto will be limited to the amount of
your fees hereunder.  Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the case
may be, on a monthly basis.

          The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account.  It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more Series
or the size of the position obtainable for or disposed of by one
or more Series.

          In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.

          You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from
reckless disregard by you of your obligations and duties under
this Agreement.  Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Director, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee, or agent or one under your control or direction even
though paid by you.

          As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
of Directors or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of such Series' outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Directors who are
not "interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval.  As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board of Directors or by vote of holders of a majority
of such Series' shares or, upon not less than 90 days' notice, by
you.  This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).

          The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities.  If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Dreyfus" in any
form or combination of words.

          If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.

                              Very truly yours,

                              DREYFUS BASIC MUNICIPAL FUND

                             By:_________________________
Accepted:

THE DREYFUS CORPORATION
By:__________________________


<PAGE>
                           SCHEDULE 1


                    Annual Fee as
                    a Percentage
                    of Average
                    Daily Net 
Name of Series      Assets       Reapproval Date   Reapproval Day

Dreyfus BASIC
 Municipal Money
 Market Fund       .50 of 1%    August 28, 1993      August 28th

Dreyfus BASIC
 Intermediate Municipal
 Bond Fund         .60 of 1%    August 28, 1995      August 28th

Dreyfus BASIC
 Municipal Bond
 Fund             .60 of 1%      August 28, 1995      August 28th

<PAGE>


                                               EXHIBIT 6



                      DISTRIBUTION AGREEMENT
                                 
                   DREYFUS BASIC MUNICIPAL FUND
                    144 Glenn Curtiss Boulevard
                  Uniondale, New York 11556-0144

                                           August 28, 1991
                            As Amended, February __, 1994


Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166

Dear Sirs: 

           This is to confirm that, in consideration of the
agree-
ments hereinafter contained, the undersigned, Dreyfus BASIC
Municipal Fund, a Maryland corporation (the "Fund"), has agreed
that you shall be, for the period of this agreement, the
distributor of shares of common stock of each Series of the Fund
set forth on Exhibit A hereto, as such Exhibit may be revised
from
time to time (each, a "Series").
 
          1.  Services as Distributor 

          1.1  You will act as agent for the distribution of
shares of each Series covered by, and in accordance with, the
registration statement and prospectus then in effect under the
Se-
curities Act of 1933, as amended, and will transmit promptly any
orders received by you for purchase or redemption of shares of
each Series to the Transfer and Dividend Disbursing Agent for the
Fund of which the Fund has notified you in writing.  

          1.2  You agree to use your best efforts to solicit
orders for the sale of shares of each Series.

          1.3  You shall act as distributor of each Series'
shares
in compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.  

          1.4  Whenever in their judgment such action is
warranted
by market, economic or political conditions, or by abnormal
circumstances of any kind, the Fund's officers may decline to
accept any orders for, or make any sales of, any Series' shares
until such time as they deem it advisable to accept such orders
and to make such sales and the Fund shall advise you promptly of
such determination.

          1.5  You will act only on your own behalf as principal
if you choose to enter into selling agreements with selected
dealers or others.

          1.6  The Fund agrees to pay all costs and expenses in
connection with the registration of its shares under the
Securities Act of 1933, as amended, and all expenses in connec-
tion with maintaining facilities for the issue and transfer of a
Series' shares and for supplying information, prices and other
data to be furnished by the Fund hereunder, and all expenses in
connection with the preparation and printing of the Fund's
prospectuses and statements of additional information for
regulatory purposes and for distribution to stockholders; pro-
vided, however, that nothing contained herein shall be deemed to
require the Fund to pay any of the costs of advertising the sale
of the Series' shares. 

          1.7  The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the
Fund's officers in connection with the qualification of the
Fund's
shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all expenses
which may be incurred in connection with such qualification.  You
shall pay all expenses connected with your own qualification as a
dealer under state or Federal laws and, except as otherwise
specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of each Series'
shares
as contemplated in this agreement. 

          1.8  The Fund shall furnish you from time to time, for
use in connection with the sale of each Series' shares, such
information with respect to such Series and its shares as you may
reasonably request, all of which shall be signed by one or more
of
the Fund's duly authorized officers; and the Fund warrants that
the statements contained in any such information, when so signed
by the Fund's officers, shall be true and correct.  The Fund also
shall furnish you upon request with:  (a) semi-annual reports and
annual audited reports of the Fund's books and accounts made by
independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a
monthly itemized list of the securities in each Series'
portfolio,
(d) monthly balance sheets as soon as practicable after the end
of
each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably
request.  

          1.9  The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Series' shares have been carefully
prepared in conformity with the requirements of said Act and
rules
and regulations of the Securities and Exchange Commission there-
under.  As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission. 
The
Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes
effective, will contain all statements required to be stated
therein in conformity with said Act and the rules and regulations
of said Commission; that all statements of fact contained in any
such registration statement and prospectus will be true and
correct when such registration statement becomes effective; and
that neither any registration statement nor any prospectus when
such registration statement becomes effective will include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
state-
ments therein not misleading.  The Fund may but shall not be
obligated to propose from time to time such amendment or amend-
ments to any registration statement and such supplement or
supple-
ments to any prospectus as, in the light of future developments,
may, in the opinion of the Fund's counsel, be necessary or
advisable.  If the Fund shall not propose such amendment or
amend-
ments and/or supplement or supplements within fifteen days after
receipt by the Fund of a written request from you to do so, you
may, at your option, terminate this agreement or decline to make
offers of the Fund's securities until such amendments are made. 
The Fund shall not file any amendment to any registration state-
ment or supplement to any prospectus without giving you
reasonable
notice thereof in advance; provided, however, that nothing
contained in this agreement shall in any way limit the Fund's
right to file at any time such amendments to any registration
statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in
all
respects absolute and unconditional.  

          1.10  The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of each Series' shares.  The Fund agrees to indemnify,
defend and hold you, your several officers and directors, and any
person who controls you within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in
connection
therewith) which you, your officers and directors, or any such
controlling person, may incur under the Securities Act of 1933,
as
amended, or under common law or otherwise, arising out of or
based
upon any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement or any pro-
spectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in
either
any registration statement or any prospectus or necessary to make
the statements in either thereof not misleading; provided,
however, that the Fund's agreement to indemnify you, your
officers
or directors, and any such controlling person shall not be deemed
to cover any claims, demands, liabilities or expenses arising out
of any untrue statement or alleged untrue statement or omission
or
alleged omission made in any registration statement or prospectus
in reliance upon and in conformity with written information
furnished to the Fund by you specifically for use in the
preparation thereof.  The Fund's agreement to indemnify you, your
officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Fund's being
notified
of any action brought against you, your officers or directors, or
any such controlling person, such notification to be given by
letter or by telegram addressed to the Fund at its office in
Uniondale, New York within ten days after the summons or other
first legal process shall have been served.  The failure so to
notify the Fund of any such action shall not relieve the Fund
from
any liability which the Fund may have to the person against whom
such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than
on account of the Fund's indemnity agreement contained in this
paragraph 1.10.  The Fund will be entitled to assume the defense
of any suit brought to enforce any such claim, demand or
liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund and approved by you. 
In the event the Fund elects to assume the defense of any such
suit and retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but
in
case the Fund does not elect to assume the defense of any such
suit, or in case you do not approve of counsel chosen by the
Fund,
the Fund will reimburse you, your officers and directors, or the
controlling person or persons named as defendant or defendants in
such suit, for the fees and expenses of any counsel retained by
you or them.  The Fund's indemnification agreement contained in
this paragraph 1.10 and the Fund's representations and warranties
in this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Series' shares.  This agreement
of indemnity will inure exclusively to your benefit, to the
benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling persons
and their successors.  The Fund agrees promptly to notify you of
the commencement of any litigation or proceedings against the
Fund
or any of its officers or directors in connection with the issue
and sale of any Series' shares.

          1.11  You agree to indemnify, defend and hold the Fund,
its several officers and directors, and any person who controls
the Fund within the meaning of Section 15 of the Securities Act
of
1933, as amended, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and
any counsel fees incurred in connection therewith) which the
Fund,
its officers or directors, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under
common law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its officers or
directors, or such controlling person resulting from such claims
or demands, shall arise out of or be based upon any untrue, or
alleged untrue, statement of a material fact contained in
information furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in
the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information
furnished in writing by you to the Fund and required to be stated
in such answers or necessary to make such information not
misleading.  Your agreement to indemnify the Fund, its officers
and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or directors, or any such
controlling person, such notification to be given by letter or
telegram addressed to you at your principal office in New York,
New York within ten days after the summons or other first legal
process shall have been served.  You shall have the right to con-
trol the defense of such action, with counsel of your own
choosing, satisfactory to the Fund, if such action is based
solely
upon such alleged misstatement or omission on your part, and in
any other event the Fund, its officers or directors or such con-
trolling person shall each have the right to participate in the
defense or preparation of the defense of any such action.  The
failure so to notify you of any such action shall not relieve you
from any liability which you may have to the Fund, its officers
or
directors, or to such controlling person by reason of any such
untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.11.  

          1.12  No shares of a Series shall be offered by either
you or the Fund under any of the provisions of this agreement and
no orders for the purchase or sale of such shares hereunder shall
be accepted by the Fund if and so long as the effectiveness of
the
registration statement then in effect or any necessary amendments
thereto shall be suspended under any of the provisions of the
Securities Act of 1933, as amended, or if and so long as a
current
prospectus as required by Section 10 of said Act, as amended, is
not on file with the Securities and Exchange Commission;
provided,
however, that nothing contained in this paragraph 1.12 shall in
any way restrict or have an application to or bearing upon the
Fund's obligation to repurchase any Series' shares from any
stockholder in accordance with the provisions of the Fund's
prospectus or Articles of Incorporation. 

          1.13  The Fund agrees to advise you immediately in
writing: 

              (a)  of any request by the Securities and Exchange
          Commission for amendments to the registration statement
          or prospectus then in effect or for additional
          information; 

              (b)  in the event of the issuance by the Securities
          and Exchange Commission of any stop order suspending
the
          effectiveness of the registration statement or
          prospectus then in effect or the initiation of any
          proceeding for that purpose; 

              (c)  of the happening of any event which makes
          untrue any statement of a material fact made in the
reg-
          istration statement or prospectus then in effect or
          which requires the making of a change in such registra-
          tion statement or prospectus in order to make the
state-
          ments therein not misleading; and 

              (d)  of all actions of the Securities and
          Exchange Commission with respect to any amendments to
          any registration statement or prospectus which may from
          time to time be filed with the Securities and Exchange
          Commission.  


          2.  Term 

          As to each Series, this agreement shall continue until
the date set forth opposite such Series' name on Exhibit A hereto
(the "Reapproval Date"), and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite such Series' name on Exhibit A
hereto
(the "Reapproval Day"), provided such continuance is specifically
approved at least annually by (i) the Fund's Board of Directors
or
(ii) vote of a majority (as defined in the Investment Company Act
of 1940) of such Series' outstanding voting securities, provided
that in either event its continuance also is approved by a
majority of the Fund's directors who are not "interested persons"
(as defined in said Act) of any party to this agreement, by vote
cast in person at a meeting called for the purpose of voting on
such approval.  This agreement is terminable without penalty, on
60 days' notice, by vote of holders of a majority of the Fund's
shares, and, as to each Series, by the Fund's Board of Directors
or by you.  This agreement also will terminate automatically, as
to the relevant Series, in the event of its assignment (as
defined
in said Act).  


          3.  Miscellaneous 

          The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the
name "Dreyfus" as part of their name, and that your corporation
or
its affiliates may enter into distribution or other agreements
with such other entities.  If you cease to act as the distributor
of the Fund's shares or if The Dreyfus Corporation (the
"Adviser")
ceases to act as the Fund's investment adviser, the Fund agrees
that, at the Adviser's request, the Fund will take all necessary
action to change the name of the Fund to a name not including
"Dreyfus" in any form or combination of words.  

          Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by signing
below, whereupon it shall become a binding agreement between us. 


                              Very truly yours,

                              DREYFUS BASIC MUNICIPAL FUND


                              By:                                
                                                                 


Accepted:

DREYFUS SERVICE CORPORATION


By:________________________

<PAGE>
                                         EXHIBIT A





Name of Series                Reapproval Date      Reapproval Day

Dreyfus BASIC Municipal
  Money Market Fund           August 28, 1993       August 28th  


Dreyfus BASIC 
  Intermediate Municipal
  Bond Fund                   August 28, 1995       August 28th  


Dreyfus BASIC
  Municipal Bond Fund         August 28, 1995       August 28th  

<PAGE>

                                            EXHIBIT 9

                  DREYFUS BASIC MUNICIPAL FUND
                                
                    SHAREHOLDER SERVICES PLAN



          Introduction:  It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund, in respect of
the series named on Schedule 1 hereto, as such Schedule may be
revised from time to time (each, a "Series"), would reimburse the
Fund's distributor, Dreyfus Service Corporation (the
"Distributor"), for certain allocated expenses of providing
personal services and/or maintaining shareholder accounts.  The
Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26 (a "Service Fee"), of the NASD Rules
of Fair Practice (the "NASD Rules").
          The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use assets of each Series for such
purposes.
          In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit each Series and its shareholders.
          The Plan:  The material aspects of this Plan are as
follows:
          1.   The Fund shall reimburse the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of each
Series' average daily net assets, for its allocated expenses of
providing personal service to shareholders and/or maintaining
shareholder accounts; provided that, at no time, shall the amount
paid to the Distributor under this Plan, together with amounts
otherwise paid by the Fund as a Service Fee under the NASD Rules,
exceed the maximum amount then payable under the NASD Rules as a
Service Fee.  The amount of such reimbursement shall be based on
an expense allocation methodology prepared by the Distributor
annually and approved by the Fund's Board or on any other basis
from time to time deemed reasonable by the Fund's Board.
          2.   For the purpose of determining the fees payable
under this Plan, the value of the net assets attributable to each
Series' shares shall be computed in the manner specified in the
Fund's Articles of Incorporation for the computation of the value
of the Series' net assets.
          3.   The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan.  The report shall state the purpose for which the amounts
were expended.
          4.   This Plan will become effective immediately with
respect to each Series upon approval by a majority of the Board
members, including a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan, pursuant to a vote cast in person at a meeting called for
the purpose of voting on the approval of this Plan.
          5.   This Plan shall continue until August 28, 1994
with respect to each Series, unless earlier terminated in
accordance with its terms, and thereafter shall continue
automatically for successive annual periods ending August 28th,
provided such continuance is approved at least annually in the
manner provided in paragraph 4 hereof.
          6.   This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
          7.   This Plan is terminable without penalty with
respect to each Series at any time by vote of a majority of the
Board members who are not "interested persons" (as defined in the
Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan.
Dated:    July 14, 1993
Amended:  February __, 1994


                           SCHEDULE 1

Name of Series

                  Dreyfus BASIC Municipal Money Market Fund
               Dreyfus BASIC Intermediate Municipal Bond Fund
                      Dreyfus BASIC Municipal Bond Fund
<PAGE>


                                                   EXHIBIT 11



                 CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption
"Condensed Financial Information" and
"Custodian, Transfer and Dividend Disbursing Agent, Counsel and
Independent Auditors" and to the use of our report on Dreyfus
BASIC Municipal Money Market Fund, Inc. dated
September 29, 1993 included in this Registration Statement (Form
N-1A No. 33-42162).



                              ERNST & YOUNG


New York, New York
February 15, 1994



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