DREYFUS GROWTH & INCOME FUND INC /NEW/
N-30D, 1996-07-01
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DREYFUS GROWTH AND INCOME FUND, INC.
LETTER TO SHAREHOLDERS
Dear Shareholder:

    The Dreyfus Growth and Income Fund completed the first half of its
current fiscal year on April 30, 1996.
    For the fiscal half year, the total return, including the reinvestment of
income dividends and capital gain distributions, was 15.01%* for your Fund,
compared to 13.76% for the Standard & Poor's 500 Composite Stock Price
Index.** From inception on December 31, 1991 to April 30, 1996, the total
return for the Dreyfus Growth and Income Fund was 82.13%, compared with
76.44% for the Standard and Poor's 500 Composite Stock Price Index. The
average annual total return for the Fund from inception through April 30,
1996 was 14.85% and for the year ended April 30, 1996 was 24.53%.*** Of
course, past performance is no guarantee of future results.
    The fiscal half year was a period in which there was a major shift in the
economic consensus. In the early part of the period, there were widespread
fears that economic weakness would intensify enough to pull the economy into
a recession. In the latter part of the fiscal period, it began to dawn on
market observers that economic weakness was giving way to economic strength
and that the pattern of Federal Reserve Board easing was likely to come to a
halt. The market effects of this shift in consensus economic sentiment were a
rise in interest rates and a rebound in hopes for favorable corporate
profits. The stock market rose even as the prices of bonds and such
interest-sensitive stocks as electric utilities weakened.
    There are several long-term positive forces that have provided a
supportive background for the financial markets. First, the trend of
inflation has remained favorable in the last several years. Second, we are in
the early stages of a key demographic shift as the baby boom generation
begins to focus on the need for a permanent program of saving to provide for
future retirement income. Third, U.S. productivity growth in manufacturing
has been favorable.
    The Dreyfus Growth and Income Fund outperformed the Standard and Poor's
500 Composite Stock Price Index for the fiscal half year in part because it
was invested to benefit from the shift from fears of recession to recognition
of economic strengthening. The Fund avoided straight bonds and had a low
weighting in interest-sensitive sectors such as electric utilities, which
underperformed during the period.  The Fund benefited from its investment
in several cyclical industries, notably chemicals.
    Your Fund has tended to obtain much of its income from its investment in
convertible bonds and preferred stocks. Convertible securities offer the
opportunity to invest in a wide variety of companies in many industries.
Despite the uptrend in interest rates during the fiscal period, good gains
were generated by securities convertible into a number of companies including
Emerson Electric (Liebert convertible bonds), First Data Corporation (First
Financial Management convertible bonds), Seagate Technology, Thermo Electron,
Occidental Petroleum, Unisys, MFS Communications, Sandoz (a major Swiss
pharmaceutical company) and Mitsubishi Bank (a large Japanese bank).
    We continue to believe that the period of strongest earnings growth in
the U.S. economy is behind us.  Corporate cost cutting is very far
advanced in many companies as are the benefits of refinancing high cost debt.
Many multinational companies have already reaped a significant portion of the
profit benefits of a decline in the dollar, and may be somewhat vulnerable to
the emergence of a dollar uptrend.
    Thus we believe that strong profit growth may become increasingly scarce
over the next year. Many of the largest positions in your Fund are companies
that we believe have a good chance of sustaining strong revenue earnings
growth even in this more challenging environment. While overall market
valuations have risen, we continue to find good companies available in the
stock market at reasonable valuation levels.
    We appreciate the willingness of our shareholders to invest in the
Dreyfus Growth and Income Fund, and will endeavor to continue realizing a
favorable return for the shareholders commensurate with a reasonable level of
risk. There is likely to be an alternation of periods where the net asset
value of the Fund declines and periods when the net asset value rises. Our
focus is on achieving a satisfactory return for the shareholders over a
period of time.

                                      Sincerely,

                                      [Richard B. Hoey signature logo]

                                      Richard B. Hoey
                                      Portfolio Manager

May 30, 1996
New York, N.Y.




  *Total return includes reinvestment of dividends and any capital gains
paid.
 **SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions.
Unlike the Fund, which can engage in a variety of investment techniques, the
Standard & Poor's 500 Composite Stock Price Index is a widely accepted
unmanaged index of stock market performance, which is composed of only equity
securities.
***The Fund's average annual total returns from inception (12/31/91) and for
the 1-year period ended 3/31/96 are 14.95% and 25.84%, respectively. For more
complete information about this Fund, including management fees, charges and
expenses, obtain a Prospectus by calling toll free 1-800-782-6620. Read the
Prospectus carefully before you invest. Fund's share price and investment
return fluctuate so you may receive more or less than your original cost upon
redemption. Mutual fund shares are not FDIC-insured.

<TABLE>

DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF INVESTMENTS                                                                   APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS-59.8%                                                                    SHARES                 VALUE
                                                                                       ______               ________
<S>                                                                                   <C>           <C>

  BASIC AND PROCESS INDUSTRIES-6.0%           AlliedSignal.........................     200,000      $     11,625,000
                                              duPont (EI) de Nemours...............     200,000            16,075,000
                                              FMC..................................     100,000 (a)         6,937,500
                                              Industrial Flexible Material.........     725,000 (a,f)         850,365
                                              Longview Fibre.......................     258,600             4,557,825
                                              Monsanto.............................      70,000            10,605,000
                                              Olin.................................     169,300            14,983,050
                                              Praxair..............................     300,000            11,587,500
                                              Raychem..............................     300,000            23,362,500
                                              Witco................................     500,000            17,062,500
                                                                                                      _______________
                                                                                                          117,646,240
                                                                                                      _______________

  CAPITAL GOODS-4.0%                          Albany International, Cl. A..........     704,800            15,153,200
                                              Boeing...............................     150,000            12,318,750
                                              Cooper Industries....................     500,000            21,250,000
                                              Illinois Tool Works..................     125,000             8,406,250
                                              York International...................     427,900            20,539,200
                                                                                                      _______________
                                                                                                           77,667,400
                                                                                                      _______________

  CONSUMER-9.7%                               Authentic Fitness....................     400,000             9,550,000
                                              Canandaigua Wine, Cl. A..............     650,000 (a)        19,743,750
                                              General Motors.......................     500,000            27,125,000
                                              Harcourt General.....................     110,000             4,840,000
                                              Lowes................................     900,000            29,137,500
                                              Nabisco Holdings, Cl. A..............     700,000            21,437,500
                                              Nordstrom............................     200,000            10,175,000
                                              OfficeMax............................   1,120,000 (a)        29,400,000
                                              PepsiCo..............................     300,000            19,050,000
                                              Sensormatic Electronics..............     350,000             7,131,250
                                              Thrifty Payless Holdings.............     925,000            12,487,500
                                                                                                      _______________
                                                                                                          190,077,500
                                                                                                      _______________

  ENERGY-4.5%                                 Amerada Hess.........................     550,000            31,143,750
                                              Anadarko Petroleum...................     125,000             7,281,250
                                              Occidental Petroleum.................     900,000            23,175,000
                                              Triton Energy........................      75,000             4,125,000
                                              UGI..................................     700,000            15,662,500
                                              Union Pacific Resources Group........     275,000             7,562,500
                                                                                                      _______________
                                                                                                           88,950,000
                                                                                                      _______________

  FINANCIAL-1.7%                              Bank of Boston.......................     300,000            14,512,500
                                              Chase Manhattan......................     150,000            10,331,250
                                              Citicorp.............................     100,000             7,875,000
                                              Mortgage Information.................     245,959  (a,c,f)      -
                                                                                                      _______________
                                                                                                           32,718,750
                                                                                                      _______________

  HEALTH CARE-10.7%                           A.L. Pharmaceutical, Cl. A...........     269,200             6,595,400
                                              Astra Af.............................     550,000            24,374,201

DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                         APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED)                                                              SHARES                 VALUE
                                                                                       ______               _________

  HEALTH CARE (CONTINUED)                     Baxter International.................     400,000     $      17,700,000
                                              Cardinal Health......................     342,000  (a)       21,460,500
                                              Forest Laboratories..................     195,000  (a)        8,994,375
                                              Fuisz Technologies...................     200,000  (a)        5,100,000
                                              Gilead Sciences......................     275,000             8,387,500
                                              Guidant..............................     342,000            19,194,750
                                              Johnson & Jonhson....................     384,690            35,583,825
                                              Manor Care...........................     425,000            17,053,125
                                              McKesson.............................     100,000             4,762,500
                                              Roche Holding........................         874             6,860,619
                                              Sandoz...............................      13,240            14,432,026
                                              Teva Pharmaceutical Industries, A.D.R.    330,000            14,808,750
                                              Vencor...............................     155,800  (a)        5,258,250
                                                                                                      _______________
                                                                                                          210,565,821
                                                                                                      _______________

  INSURANCE-3.1%                              ACE Limited..........................     205,000             9,020,000
                                              Aetna Life & Casualty................     100,000             7,125,000
                                              American Reinsurance.................     355,000            14,732,500
                                              CIGNA................................      75,000             8,503,125
                                              EXEL.................................     160,000            11,520,000
                                              Prudential Reinsurance Holdings......     463,600            10,546,900
                                                                                                      _______________
                                                                                                           61,447,525
                                                                                                      _______________

  MEDIA/ENTERTAINMENT-4.3%                    Comcast, Cl. A.......................     800,000            14,000,000
                                              Disney (Walt)........................     150,000             9,300,000
                                              Liberty Media Group..................     500,000            13,687,500
                                              Time Warner..........................     800,000            32,700,000
                                              Viacom, Cl. A........................     175,000  (a)        7,000,000
                                              Viacom, Cl. B........................     200,000  (a)        8,200,000
                                                                                                      _______________
                                                                                                           84,887,500
                                                                                                      _______________

  MINING AND METALS-.7%                       Brascan..............................     719,700            14,124,112
                                                                                                      _______________

  REAL ESTATE-1.7%                            CBL Associates Property..............     400,000             8,250,000
                                              Crescent Real Estate Equities........     230,100             7,794,637
                                              Host Marriott........................     550,000             7,356,250
                                              Patriot American Hospitality.........     250,000             6,968,750
                                              Prime Residential....................     100,000             1,812,500
                                              Rouse................................     100,000             2,300,000
                                                                                                      _______________
                                                                                                           34,482,137
                                                                                                      _______________

  TECHNOLOGY-6.1%                             Altera...............................     250,000  (a)       13,187,500
                                              Cisco Systems........................     200,000  (a)       10,375,000
                                              General Motors, Cl. E................     900,000            50,737,500
                                              Hewlett-Packard......................     100,000            10,587,500
                                              Intel................................     100,000             6,775,000
                                              Perkin-Elmer.........................     275,000            15,090,625
                                              Storage Technology...................     400,000  (a)       12,300,000
                                                                                                      _______________
                                                                                                          119,053,125
                                                                                                      _______________

DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                      APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED)                                                              SHARES            VALUE
                                                                                       ______            _________

  TELECOMMUNICATIONS-2.8%                     ADC Telecommunications...............     150,000  (a)      $ 6,300,000
                                              AT&T.................................     200,000            12,250,000
                                              MFS Communications ..................     500,000  (a)       17,343,750
                                              SBC Communications ..................     200,000            10,000,000
                                              StrataCom............................     159,000  (a)        8,268,000
                                                                                                      _______________
                                                                                                           54,161,750
                                                                                                      _______________

  TRANSPORTATION-1.8%                         AMR..................................     110,800  (a)        9,888,900
                                              Canadian Pacific.....................     450,000             9,168,750
                                              Teekay Shipping .....................     285,900             7,933,725
                                              Union Pacific   .....................     125,000             8,515,625
                                                                                                      _______________
                                                                                                           35,507,000
                                                                                                      _______________


  UTILITIES-2.7%                              Entergy..............................     400,000            10,600,000
                                              GTE..................................     500,000            21,687,500
                                              Texas Utilities......................     500,000            20,125,000
                                                                                                      _______________
                                                                                                           52,412,500
                                                                                                      _______________

                                              TOTAL COMMON STOCKS
                                                (cost $1,015,254,680)                                  $1,173,701,360
                                                                                                      ===============

CONVERTIBLE PREFERRED STOCKS-6.3%
  BASIC AND PROCESS INDUSTRIES-.7%            International Paper, Cum., $2.625....     300,000(b)       $ 13,875,000
                                                                                                      _______________

  CONSUMER-.2%                                Ford Motor, Ser. A, Cum., $4.20......      35,000             4,060,000
                                                                                                      _______________

  ENERGY-1.4%                                 Occidental Petroleum, Cum., $3.875...     300,000        (b) 18,600,000
                                              Western Gas Resources, Cum., $2.625..     228,000             8,364,750
                                                                                                      _______________
                                                                                                           26,964,750
                                                                                                      _______________
  INSURANCE-.4%                          Allstate, Cum., $2.30.....................     235,000             9,047,500
                                                                                                      _______________
  MEDIA/ENTERTAINMENT-1.0%                    Station Casinos, 7%..................     177,000             9,447,375
                                              TCI Communications, Ser. A, $2.125...     200,000             9,350,000
                                                                                                      _______________
                                                                                                           18,797,375
                                                                                                      _______________

  REAL ESTATE-1.3%                            Merry Land & Investment, Ser. C, 8.60%..  295,000             8,075,625
                                              Rouse, Ser. A, Cum., 6.50%..............  192,000            10,560,000
                                              Tanger Factory, Ser. A, Cum., $1.802....  299,800             6,670,550
                                                                                                      _______________
                                                                                                           25,306,175
                                                                                                      _______________


DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                    APRIL 30, 1996 (UNAUDITED)
CONVERTIBLE PREFERRED STOCKS (CONTINUED)                                                 SHARES            VALUE
                                                                                         ______           ________

  TELECOMMUNICATIONS-1.3%                     MFS Communications, 8%...............     435,000          $ 25,692,188
                                                                                                          ____________

                                              TOTAL CONVERTIBLE PREFERRED STOCKS
                                                (cost $108,093,528) ...............
                                                                                                         $123,742,988
                                                                                                          ============

                                                                                          PRINCIPAL
CONVERTIBLE CORPORATE NOTES & BONDS-18.5%                                                  AMOUNT
                                                                                           ______
  BASIC AND PROCESS INDUSTRIES-1.0%           Renong Berhad, Sub. Deb.,
                                                2%, 7/15/2005...................... $ 6,000,000 (b)       $ 6,202,500
                                              Riverwood International, Sub.  Deb.:
                                                6.75%, 9/15/2003...................   9,350,000 (b)        10,729,125
                                                6.75%, 9/15/2003...................   2,950,000             3,420,377
                                                                                                          ______________
                                                                                                           20,352,002
                                                                                                          --------------


  CAPITAL GOODS-.6%.                         Liebert, Sub. Deb.,
                                              8%, 11/15/2010.......................   3,900,000            12,133,875
                                                                                                          _____________
  CONSUMER-1.9%                               Omnicom Group, Sub. Deb.,
                                                4.50%, 9/1/2000....................  13,500,000 (b)        21,448,125
                                              Staples, Sub.  Deb.,
                                                4.50%, 10/1/2000...................  15,000,000 (b)        16,275,000
                                                                                                           __________
                                                                                                           37,723,125
                                                                                                           ----------


  ENERGY-.8%.                                 ENRON, Exchangeable Notes,
                                                6.25%, 12/13/1998..................     615,000            15,759,375
                                                                                                           __________

  HEALTH CARE-1.9%                            Alza, Sub. Deb.,
                                                5%, 5/1/2006.......................   2,000,000             2,005,000
                                              Genesis Health Ventures, Sr. Sub. Deb.,
                                                 6%, 11/30/2003....................   6,000,000            11,887,500
                                              Omnicare, Sub.  Notes,
                                                5.75%, 10/1/2003...................   2,000,000             8,302,500
                                              Sandoz Capital, Sub. Deb.,
                                                2%, 10/6/2002......................   6,500,000  (b)        6,946,875
                                              Tenet Healthcare, Sub. Deb.,
                                                6%, 12/4/2005......................   8,000,000             8,640,000
                                                                                                        ______________
                                                                                                           37,781,875
                                                                                                        ______________

  INSURANCE-1.0%                              Nac Re, Sub. Deb.,
                                                5.25%, 12/15/2002 .................  10,050,000  (b)        9,899,250
                                              Trenwick, Sub. Deb.,
                                                6%, 12/15/1999.....................   8,000,000             8,680,000
                                                                                                        ______________
                                                                                                           18,579,250
                                                                                                        --------------

  MEDIA/ENTERTAINMENT-1.0%                    Telecommunications, Sub. Deb.,
                                                4.50%, 2/15/2006...................  20,000,000            18,950,000
                                                                                                        ______________



DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                    APRIL 30, 1996        (UNAUDITED)
                                                                                        PRINCIPAL
CONVERTIBLE CORPORATE NOTES & BONDS (CONTINUED)                                          AMOUNT                  VALUE
                                                                                        ________               _______
  MINING AND METALS-.4%                       Inco, Yankee Deb.,
                                                5.75%, 7/1/2004 ................... $ 5,750,000          $  7,273,750
                                                                                                        ______________

  REAL ESTATE-.6%                             Liberty Property Trust, Sub. Deb.,
                                                8%, 7/1/2001.......................   4,800,000             5,064,000
                                              Sizeler Properties, Sub. Deb.,
                                                8%, 7/15/2003......................   8,000,000             6,720,000
                                                                                                        ______________
                                                                                                           11,784,000
                                                                                                        --------------


  TECHNOLOGY-8.8%                             First Financial Management, Sr. Deb.,
                                                5%, 12/15/1999.....................  33,500,000            60,676,875
                                              Seagate Technology, Sub. Deb.,
                                                5%,11/1/2003.......................   7,500,000  (b)       16,725,000
                                              Softkey International, Sub. Deb.,
                                                5.50%, 11/1/2000 ..................  25,750,000  (b)       22,531,250
                                              Spectrumholobtye, Sub. Deb.,
                                                6.50%, 9/15/2002...................   4,400,000  (b)        3,102,000
                                              Thermo Electron, Euro. Sub. Deb.:
                                                4.625%, 8/1/1997...................   5,500,000            15,785,000
                                                4.875%, 8/1/1997...................   8,000,000            22,960,000
                                                4.25%, 1/1/2003 ...................  15,500,000  (b)       18,987,500
                                              Unisys, Sub.  Deb.,
                                                8.25%, 3/15/2006...................  10,900,000            12,085,375
                                                                                                         _____________
                                                                                                          172,853,000
                                                                                                         -------------


  TELECOMMUNICATIONS-.5%                      U.S. West, Exchangeable Notes,
                                                7.625%, 12/15/1998.................     345,000  (b)        9,401,250
                                                                                                         _______________

  TRANSPORTATION-.0%                          Air Campagnie Nationale Air France,
                                                Sub. Deb., 4%, 1/1/2000............     893,193  (f)          172,631
                                                                                                         _______________

                                              TOTAL CONVERTIBLE CORPORATE
                                              NOTES AND BONDS
                                               (cost $270,150,406).................                      $362,764,133
                                                                                                         ===============

DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                       APRIL 30, 1996 (UNAUDITED)
                                                                                      PRINCIPAL
SHORT-TERM INVESTMENTS-15.9%                                                          AMOUNT             VALUE
                                                                                      _____             ________
  U.S. TREASURY BILLS:                        5.83%, 5/2/1996...................... $23,523,000         $  23,519,707
                                              5.29%, 5/9/1996......................  75,297,000            75,217,185
                                              5.33%, 5/16/1996.....................  66,633,000            66,499,734
                                              5.575%, 5/30/1996....................  14,213,000            14,157,996
                                              5.20%, 6/13/1996.....................  16,334,000  (d)       16,237,793
                                              5.03%, 7/5/1996......................  93,904,000  (e)       93,060,742
                                              5.02%, 7/11/1996.....................  14,659,000            14,515,195
                                              5.38%, 7/25/1996.....................   9,013,000             8,906,736
                                                                                                       _______________

                                              TOTAL SHORT-TERM INVESTMENTS
                                                (cost $312,118,975)                                   $   312,115,088
                                                                                                       ===============

TOTAL INVESTMENTS (cost $1,705,617,589)............................................     100.5%         $1,972,323,569
                                                                                       =====           ===============
LIABILITIES, LESS CASH AND RECEIVABLES.............................................       (.5%)          $(11,154,243)
                                                                                       =====           ===============
NET ASSETS.........................................................................     100.0%         $1,961,169,326
                                                                                       =====           ===============


NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers.  At April 30, 1996,
these securities amounted to $174,722,875 or approximately 8.9% of net
assets.
(c) Investment in non-controlled affiliate (cost $275,959)-See Note 1(d).
(d) Partially held by custodian in a segregated account as collateral for
open futures positions.
(e) Partially held by brokers as collateral for open short positions.
(f)  Securities restricted as to public resale. Investments in restricted
securities, with an aggregate value of $1,022,996
represent approximately .05% of net assets.
</TABLE>
<TABLE>


                                            ACQUISITION         PURCHASE            PERCENTAGE OF
ISSUER                                         DATE              PRICE               NET ASSETS       VALUATION(1)
_________________________________        _______________       _________           _______________   ______________
<S>                                         <C>                 <C>                    <C>              <C>
Air Campagnie Nationale Air France,
  Sub. Deb., 4%, 1/1/2000                   4/28/1993           $ .19                  .01%              cost

  Sub. Deb., 4%, 1/1/2000                    5/4/1993             .19

Mortgage Information                        5/18/1987            1.12                  .00%              zero
                                             2/1/1988            1.12
                                           12/13/1988            1.12
Industrial Flexible Material                3/31/1993            5.00                  .04%        1.173 per share
____________________
(1) The valuation of these securities has been determined in good faith under the direction of the Board of Directors.
</TABLE>




See independent accountants' review report and notes to financial statements.

<TABLE>
DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF FINANCIAL FUTURES                                                           APRIL 30, 1996 (UNAUDITED)
                                                                          MARKET VALUE                         UNREALIZED
                                                          NUMBER OF         COVERED                           APPRECIATION
FINANCIAL FUTURES LONG;                                   CONTRACTS      BY CONTRACTS         EXPIRATION        AT 4/30/96
_____________                                             ______          _______              ______            ______
<S>                                                          <C>        <C>                    <C>              <C>
Standard & Poor's 500........................                300         $98,227,500           June `96         $1,713,925
                                                                                                               ===========
</TABLE>



<TABLE>
STATEMENT OF SECURITIES SOLD SHORT                                                            APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS:                                                                                SHARES           VALUE
___________________                                                                         ________       _____________

<S>                                                                                         <C>             <C>
Inco........................................................................                100,000         $ 3,362,500
International Paper.........................................................                 60,000           2,392,500
Omnicare....................................................................                125,000           7,500,000
Thermo Electron.............................................................                100,000           6,162,500
                                                                                                          _____________

TOTAL SECURITIES SOLD SHORT (proceeds $15,838,584)..........................                                $19,417,500
                                                                                                          =============

See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                          APRIL 30, 1996 (UNAUDITED)
<S>                                                                                    <C>             <C>
ASSETS:
    Investments in securities, at value
       (cost $1,705,617,589)-see statement..................................                            $1,972,323,569
    Receivable for investment securities sold...............................                                18,380,881
    Receivable from brokers for proceeds on securities sold short...........                                15,838,584
    Dividends and interest receivable.......................................                                 5,240,604
    Net unrealized appreciation on forward currency exchange contracts-Note 4(a)                               247,486
    Receivable for subscriptions to Common Stock............................                                     6,231
    Prepaid expenses........................................................                                   240,151
                                                                                                        ________________
                                                                                                         2,012,277,506
LIABILITIES:
    Due to The Dreyfus Corporation and subsidiaries.........................           $  1,504,986
    Due to Custodian........................................................              5,402,360
    Payable for investment securities purchased.............................             23,360,527
    Securities sold short, at value
      (proceeds $15,838,584)-see statement.................................              19,417,500
    Payable for Common Stock redeemed.......................................                843,903
    Accrued expenses and other liabilities..................................                578,904         51,108,180
                                                                                     ________________     _____________
NET ASSETS..................................................................                            $1,961,169,326
                                                                                                          =============
REPRESENTED BY:
    Paid-in capital.........................................................                            $1,546,442,553
    Accumulated undistributed investment income-net.........................                                 4,091,731
    Accumulated undistributed net realized gain on investments..............                               145,546,748
    Accumulated net unrealized appreciation on investments and
      foreign currency transactions (including $1,713,925 net
      unrealized appreciation on financial futures).........................                               265,088,294
                                                                                                         _____________
NET ASSETS at value applicable to 98,310,849 outstanding shares of
    Common Stock, equivalent to $19.95 per share (300 million shares
    of $.001 par value authorized)..........................................                            $1,961,169,326
                                                                                                         =============



See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF OPERATIONS                                                                SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)
<S>                                                                                   <C>                 <C>
INVESTMENT INCOME:
    INCOME:
      Interest..............................................................          $  13,439,551
      Cash dividends (net of $120,503 foreign taxes withheld at source).....             12,602,325
                                                                                      _______________
            TOTAL INCOME....................................................                              $ 26,041,876
EXPENSES:
      Management fee-Note 3(a)..............................................             7,034,328
      Shareholder servicing costs-Note 3(b).................................             2,170,723
      Custodian fees........................................................               150,124
      Prospectus and shareholders' reports..................................                89,837
      Registration fees.....................................................                45,122
      Dividends on securities sold short....................................                42,150
      Directors' fees and expenses-Note 3(c)................................                40,918
      Professional fees.....................................................                 2,614
      Miscellaneous.........................................................                34,806
                                                                                     _______________
            TOTAL EXPENSES..................................................                                 9,610,622
                                                                                                         _____________

            INVESTMENT INCOME-NET...........................................                                16,431,254
                                                                                                         _____________

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain (loss) on investments-Note 4(a):
      Long transactions (including foreign currency transactions)...........          $142,337,785
      Short sale transactions...............................................            (1,191,379)
    Net realized (loss) on financial futures-Note 4(a)......................              (363,575)
    Net realized gain on forward currency exchange contracts................             2,897,403
                                                                                     _______________
          NET REALIZED GAIN.................................................                               143,680,234
    Net unrealized appreciation on investments (including foreign currency
transactions and $1,713,925 net unrealized appreciation on financial futures)..                            100,704,845
                                                                                                         _____________

            NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.................                               244,385,079
                                                                                                         _____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                              $260,816,333
                                                                                                         =============




See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GROWTH AND INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

                                                                                    YEAR ENDED         SIX MONTHS ENDED
                                                                                    OCTOBER 31,         APRIL 30, 1996
                                                                                       1995               (UNAUDITED)
                                                                                    _________              _________
<S>                                                                               <C>                   <C>
OPERATIONS:
    Investment income-net.............................................            $     43,552,097      $   16,431,254
    Net realized gain on investments..................................                  50,663,363         143,680,234
    Net unrealized appreciation on investments for the period.........                 116,586,263         100,704,845
                                                                                         _________             _______
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............                 210,801,723         260,816,333
                                                                                         _________             _______

DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income-net.............................................                 (47,077,166)        (13,983,204)
    Net realized gain on investments..................................                 (17,083,782)        (49,168,158)
                                                                                         _________             _______
      TOTAL DIVIDENDS.................................................                 (64,160,948)        (63,151,362)
                                                                                         _________             _______

CAPITAL STOCK TRANSACTIONS:
    Net proceeds from shares sold.....................................                 311,302,461         207,525,078
    Dividends reinvested..............................................                  61,009,090          60,630,128
    Cost of shares redeemed...........................................                (473,314,270)       (268,022,300)
                                                                                         _________             _______
      INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS               (101,002,719)            132,906
                                                                                         _________             _______
        TOTAL INCREASE IN NET ASSETS..................................                  45,638,056         197,797,877

NET ASSETS:
    Beginning of period...............................................               1,717,733,393       1,763,371,449
                                                                                         _________             _______
    End of period (including undistributed investment income-net of
$1,643,681 in 1995 and $4,091,731 in 1996)............................              $1,763,371,449      $1,961,169,326
                                                                                         =========             =======




                                                                                         SHARES             SHARES
                                                                                  ________________    ________________
CAPITAL SHARE TRANSACTIONS:
    Shares sold.......................................................                  18,271,501          10,841,370
    Shares issued for dividends reinvested............................                   3,697,330           3,295,914
    Shares redeemed...................................................                 (27,976,446)        (14,011,722)
                                                                                  ________________    ________________
      NET INCREASE (DECREASE) IN SHARES OUTSTANDING...................                  (6,007,615)            125,562
                                                                                  ================    ================



See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
DREYFUS GROWTH AND INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each period indicated. This
information has been derived from the Fund's financial statements.

                                                                     YEAR ENDED OCTOBER 31,          SIX MONTHS ENDED
                                                     _____________________________________________    APRIL 30, 1996
PER SHARE DATA:                                         1992(1)       1993       1994        1995       (UNAUDITED)
                                                        ____          ____       ____        ____        _________
<S>                                                   <C>           <C>         <C>          <C>          <C>
    Net asset value, beginning of period....          $12.50        $13.89      $16.86       $16.49       $17.96
                                                      ______         _____      ______      _______      _______
    INVESTMENT OPERATIONS:
    Investment income-net...................             .19           .38         .34          .44          .17
    Net realized and unrealized gain
      (loss) on investments.................            1.38          2.95        (.34)        1.67         2.47
                                                      ______         _____      ______      _______      _______
      TOTAL FROM INVESTMENT OPERATIONS......            1.57          3.33          -          2.11         2.64
                                                      ______         _____      ______      _______      _______
    DISTRIBUTIONS:
    Dividends from investment income-net....            (.18)         (.36)      (.33)        (.47)        (.14)
    Dividends from net realized gain on investments       -             -        (.04)        (.17)        (.51)
                                                      ______         _____      ______      _______      _______
      TOTAL DISTRIBUTIONS...................            (.18)         (.36)      (.37)        (.64)        (.65)
                                                      ______         _____      ______      _______      _______
    Net asset value, end of period..........          $13.89        $16.86      $16.49       $17.96       $19.95
                                                      ======         =====      ======      =======      =======


TOTAL INVESTMENT RETURN.....................          12.57%(2)     24.24%        .05%       13.17%       15.01%(2)

RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets      1.02%(2)      1.24%       1.14%        1.05%         .51%(2)
Ratio of dividends on securities sold short to
average net assets..........................              -             -          -           .01%          -
Ratio of net investment income to
average net assets..........................           2.30%(2)      2.92%       2.18%        2.55%         .87%(2)
Decrease reflected in above expense
ratios due to undertakings by
the Manager.................................            .39%(2)       .04%         -            -             -
Portfolio Turnover Rate.....................         127.24%(2)     85.26%      97.47%      132.46%       66.07%(2)
Average commission rate paid (3)............                                                               $.0862
Net Assets, end of period (000's Omitted)...         $98,532    $1,165,503  $1,717,733   $1,763,371   $1,961,169

_____________________
(1) From December 31, 1991 (commencement of operations) to October 31, 1992.
(2) Not annualized.
(3) For fiscal years beginning on or after November 1, 1995, the fund is
required to disclose its average commission rate paid per share for purchases
and sales of investment securities.



See independent accountants' review report and notes to financial statements.
</TABLE>
DREYFUS GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    Dreyfus Growth and Income Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 ("Act") as a non-diversified open-end
management investment company. The Fund's investment objective is to provide
investors with long term capital growth, current income and growth of income,
consistent with reasonable investment risk. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser. The Manager is a direct
subsidiary of Mellon Bank, N.A. ("Mellon"). Premier Mutual Fund Services,
Inc. (the "Distributor") acts as the distributor of the Fund's shares, which
are sold to the public without a sales charge.
    (A) PORTFOLIO VALUATION: Investments in securities (including options and
financial futures) are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last sales
price on the national securities market. Securities not listed on an exchange
or the national securities market, or securities for which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except for open short positions, where the asked price is used for
valuation purposes. Bid price is used when no asked price is available.
Securities for which there are no such valuations are valued at fair value as
determined in good faith under the direction of the Board of Directors.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange. Forward currency exchange contracts are
valued at the forward rate.
    (B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
    Net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency
gains or losses realized on securities transactions, the difference between
the amounts of dividends, interest, foreign withholding taxes recorded on the
Fund's books, and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the value of assets and liabilities other than investments in securities,
resulting from changes in exchange rates. Such gains and losses are included
with net realized and unrealized gain or loss on investments.
    (C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
    (D) AFFILIATED ISSUERS: Issuers in which the Fund held 5% or more of the
outstanding voting securities are defined as "affiliated" in the Act.
    (E) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net are declared and paid on a
quarterly basis. Dividends from net realized capital gain are normally
declared and paid annually, but the Fund may make distributions on a more
frequent
DREYFUS GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
    basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset by
capital loss carryovers, if any, it is the policy of the Fund not to
distribute such gain.
    (F) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2-BANK LINE OF CREDIT:
    In accordance with an agreement with a bank, the Fund may borrow up to
$10 million under a short-term unsecured line of credit. Interest on
borrowings is charged at rates which are related to Federal Funds rates in
effect from time to time. For the six months ended April 30, 1996, there were
no borrowings under the line of credit.
NOTE 3-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 .75 of 1% of the  value
of the Fund's average daily 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
(which, in the view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates interest and dividends on securities sold short) and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Fund. The most stringent state expense limitation
applicable to the Fund presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of certain expenses as
described above) exceed 2-1/2% of the first $30 million, 2% of the next $70
million and 1-1/2% of the excess over $100 million of the average value of the
Fund's net assets in accordance with California "blue sky" regulations. No
expense reimbursement was required pursuant to the Agreement for the six
months ended April 30, 1996.
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, an
amount not to exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts.
During the six months ended April 30, 1996, the Fund was charged an aggregate
of $1,143,844 pursuant to the Shareholder Services Plan.
    Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $542,962 for the period from
December 1, 1995 through April 30, 1996.

DREYFUS GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
    Effective May 10, 1996, the Fund entered into a Custody Agreement with
Mellon to provide custodial services for the Fund.
    (C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $4,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
NOTE 4-SECURITIES TRANSACTIONS:
    (A) The following summarizes the aggregate amount of purchases and sales
of investment securities and securities sold short, excluding short-term
securities, financial futures and forward currency exchange contracts, during
the six months ended April 30, 1996:
<TABLE>
                                                                                     PURCHASES                  SALES
                                                                            ___________________     ___________________
<S>                                                                              <C>                     <C>
    Long transactions..........................................                  $1,112,122,592          $1,277,684,335
    Short sale transactions....................................                      19,074,232              33,721,437
                                                                            ___________________     ___________________
      TOTAL....................................................                  $1,131,196,824          $1,311,405,772
                                                                           ====================     ===================

</TABLE>
    The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at current market value. The
Fund would incur a loss if the price of the security increases between the
date of the short sale and the date on which the Fund replaces the borrowed
security. The Fund would realize a gain if the price of the security declines
between those dates. Until the Fund replaces the borrowed security, the Fund
will maintain daily, a segregated account with a broker and custodian, of
cash and/or U.S. Government securities sufficient to cover its short
position. Securities sold short at April 30, 1996, and their related market
values and proceeds are set forth in the Statement of Securities Sold Short.
    The following summarizes open forward currency exchange contracts at
April 30, 1996:
<TABLE>
                                                      FOREIGN
                                                      CURRENCY                             U.S. DOLLAR       UNREALIZED
FORWARD CURRENCY SALES CONTRACTS:                     AMOUNT             PROCEEDS            VALUE          APPRECIATION
_________________________________                  _____________     ______________     _______________    _____________
<S>                                                 <C>               <C>                 <C>                <C>
Swiss Francs, expiring 5/15/96......                12,000,000        $ 9,745,797         $ 9,658,725        $ 87,072
Swedish Kronas, expiring 5/15/96....                75,000,000         11,171,520          11,017,260         154,260
Swedish Kronas, expiring 5/29/96....                30,000,000          4,411,505           4,405,351           6,154
                                                                                                          ___________
                                                                                                             $247,486
                                                                                                          ===========
</TABLE>

    The Fund enters into forward currency exchange contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its
foreign portfolio holdings. When executing forward currency exchange
contracts, the Fund is obligated to buy or sell a foreign currency at a
specified rate on a certain date in the future. With respect to sales of
forward currency exchange contracts, the Fund would incur a loss if the value
of the contract increases between the date the forward contract is opened and
the date the forward contract is closed. The Fund realizes a gain if the
value of the contract decreases between
DREYFUS GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
    those dates. With respect to purchases of forward currency exchange
contracts, the Fund would incur a loss if the value of the contract decreases
between the date the forward contract is opened and the date the forward
contract is closed. The Fund realizes a gain if the value of the contract
increases between those dates. The Fund is also exposed to credit risk
associated with counter party nonperformance on these forward currency
exchange contracts which is typically limited to the unrealized gains on such
contracts that are recognized in the Statement of Assets and Liabilities.
    The Fund may invest in financial futures contracts in order to gain
exposure to or to protect against changes in the market. The Fund is exposed
to market risk as a result of changes in the value of the underlying
financial instruments. Investments in financial futures require the Fund to
"mark to market" on a daily basis, which reflects the change in the market
value of the contract at the close of each day's trading. Typically,
variation margin payments are received or made to reflect daily unrealized
gains or losses. When the contracts are closed, the Fund recognizes a
realized gain or loss. These investments require initial margin deposits with
a custodian, which consist of cash or cash equivalents, up to approximately
10% of the contract amount. The amount of these deposits is determined by the
exchange or Board of Trade on which the contract is traded and is subject to
change. Contracts open at April 30, 1996 and their related unrealized market
appreciation are set forth in the Statement of Financial Futures.
    (B) At April 30, 1996, accumulated net unrealized appreciation on
investments and forward currency exchange contracts was $265,088,475,
consisting of $289,118,335 gross unrealized appreciation and $24,029,860
gross unrealized depreciation.
    At April 30, 1996, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS GROWTH AND INCOME FUND, INC.
REVIEW REPORT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS

SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS GROWTH AND INCOME FUND, INC.

    We have reviewed the accompanying statement of assets and liabilities of
Dreyfus Growth and Income Fund, Inc., including the statements of
investments, financial futures and securities sold short as of April 30,
1996, and the related statements of operations and changes in net assets and
financial highlights for the six month period ended April 30, 1996. These
financial statements and financial highlights are the responsibility of the
Fund's management.

    We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of  applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of expressing an
opinion regarding the financial statements and financial highlights taken as
a whole. Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that
should be made to the interim financial statements and financial highlights
referred to above for them to be in conformity with generally accepted
accounting principles.

    We have previously audited, in accordance with generally accepted
auditing standards, the statement of changes in net assets for the year ended
October 31, 1995 and financial highlights for each of the four years in the
period ended October 31, 1995 and in our report dated December 14, 1995, we
expressed an unqualified opinion on such statement of changes in net assets
and financial highlights.



New York, New York
June 11, 1996



[Dreyfus lion "d" logo]
DREYFUS GROWTH AND
INCOME FUND, INC.
200 Park Avenue
New York, NY 10166

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

CUSTODIAN
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258

TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
Dreyfus Transfer Inc.
One American Express Plaza
Providence, RI 02903



Further information is contained in the Prospectus,
which must precede or accompany this report.





Printed in U.S.A.                            010SA964
[Dreyfus logo]
Growth and
Income Fund, Inc.
Semi-Annual
Report






April 30, 1996




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