DREYFUS GROWTH & INCOME FUND INC /NEW/
N-30D, 1998-01-06
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<PAGE>

Dreyfus
Growth and
Income Fund, Inc.
Annual Report
October 31, 1997

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Letter to Shareholders

Dear Shareholder:

   It is a pleasure  for me to introduce  the new manager of the Dreyfus  Growth
and Income Fund, Inc.:  Douglas D. Ramos, who took over the Fund's management in
July.  As he explains in the  following  letter,  Doug brings a new viewpoint to
carrying out his responsibilities for managing this Fund on your behalf.

   Before  coming to Dreyfus,  Doug  served 12 years at Loomis,  Sayles & Co. in
Pasadena, CA where he managed $1.9 billion in equity assets including the equity
portion of  balanced  funds,  and set  allocation  policy for one of their major
funds.  Earlier  Doug was a portfolio  manager and analyst at Lloyd's  Bank.  He
began  his  career  with  Manufacturers  Hanover  Trust  as  an  analyst,  after
graduating  from the  University  of Rhode Island.  He is a Chartered  Financial
Analyst (CFA) and a Chartered Investment Counselor (CIC).

   At Dreyfus, Doug Ramos has been named a senior vice president,  senior equity
portfolio manager and head of growth and income equities.

    We have great confidence in  Doug's ability to pursue rewarding  returns for
your investment in Dreyfus Growth and Income Fund.


                                                     Sincerely,
                                                     /s/ Stephen E. Canter
                                                     Stephen E. Canter
                                                     Chief Investment Officer


<PAGE>
Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Letter to Shareholders

Dear Shareholder:

   As the new  portfolio  manager  of  Dreyfus  Growth  and  Income  Fund,  I am
reporting in this letter on the activities of the Fund for its full fiscal year,
which ended  October 31, 1997.  My  management  has extended  over the last four
months, July through October.

   For the 12-month  period,  the Fund,  which has in the past  contained  fixed
income securities as well as common stocks,  produced a total return of 12.97%,*
while the Standard & Poor's 500 Composite  Stock Price Index -- composed only of
common stocks -- had a total return of 32.10%.**

   Two major factors -- the Fund's cash positions and convertible  securities --
caused the Fund's  performance  to lag during the first six months of the fiscal
year and continued to hinder  returns during the second half of the fiscal year.
Changes have been made to the portfolio to address this situation, and they will
be discussed later in this letter.

Economic Review

   The U.S.  economy has registered a step-up in growth in 1997 and the evidence
coming in suggests that momentum is still  building.  Stronger  growth this year
has helped keep corporate profits buoyant despite a substantially  tighter labor
market. This is because nationwide  shortages of labor have so far not generated
much wage inflation.  Moreover,  price inflation has decelerated markedly during
the year,  suppressed by the strong  dollar,  import  competition  and continued
disinflation in health care.

   Although the Federal  Reserve  Board (the "Fed") has held a  tightening  bias
since mid-1996,  the central bank has raised interest rates only once this year.
Expectations for further hikes have been continually postponed.  They were first
dampened  by the  surprising  drop in this  year's  price  inflation,  and  more
recently by unfolding  crises in foreign  economies.  Both events have helped to
cap  short-term  rates and to pull  long-term  interest  rates  lower  since the
spring.

   Real Gross Domestic Product growth  accelerated to about 4% this year from 3%
in 1996.  Virtually  all  economic  sectors  have been  strong so far.  Consumer
spending has been  supported by rising real incomes.  Capital  spending has been
very  robust and new orders  imply  continued  strength.  Even  housing  demand,
typically  slowing at this phase of the business  cycle,  has reached new highs.
Most  incoming  signals  support  sustained  fast growth.  The exception is that
exporters' new orders have marginally  slowed in recent months,  indicating that
economic  turmoil  overseas may be impacting this sector.  By contrast,  imports
have been very robust and, if their growth is sustained, could help mitigate the
economic weakness abroad.

   Overall  corporate   profits  have  continued to trend higher,  although some
companies  have  been  hurt  by  events   overseas  and  the  stronger   dollar.
Domestically  generated profits have typically remained solid,  helped by strong
growth and contained wages.

Market Overview

   Even though the equity  markets  stumbled  badly in late October,  the fiscal
year ended October 31, 1997 saw solid gains. For the same 12 months, measured by
price changes alone,  excluding income,  the Dow Jones Industrial Average gained
23.58%,  the  Standard & Poor's 500 Stock  Index  29.96%,  the Nasdaq  Composite
30.43% and the Russell 2000, 27.52%.  These were the gains after the drop of the
last week in October, and before counting the rebound that occurred in the first
week of November.

   In  retrospect,  it is apparent that stock  valuations  had been riding for a
fall.  There was  weakness in March when the Fed raised  interest  rates for the
first time in two years. By early summer,  equity prices recovered and soared to
new highs.  Then,  however,  some  nervousness set in, related mainly to concern
about high stock valuations and fears of another Fed move to


<PAGE>

cool off the bubbling  economy.  Weakness was apparent  mainly in companies with
large  capitalization,  while  smaller  companies,  such as those  listed in the
Russell 2000 Index, gained ground.

   As autumn leaves began to turn, the stock market as a whole regained its wind
- -- but not for long.  The  relatively  high  valuations  that had prevailed were
vulnerable to any major unpleasant  surprise.  That came in late October from an
unexpected  source  -- the Far East.  Severe  market  setbacks  in Hong Kong and
Southeast Asia,  together with drops in their foreign exchange rates,  triggered
the fall in the U.S. market.

   The market drop in Asia was caused by serious fundamental  problems of excess
productive  capacity,  overvalued  real  estate  and a  banking  system  crisis.
European  markets,  of  course,  reacted  to the Asian  weakness,  but fell less
severely  because their economies are more stable.  In the U.S., the sharp price
drop,  followed by a vigorous  rebound,  reflected  an economy with much greater
underlying strength.

     The American  investing  public appears to be convinced that equities are a
good  place to put money for the long term when  their  prices  are  attractive,
despite the recent volatility of the market averages.

PORTFOLIO FOCUS

   Two of the factors that contributed to the Fund's lagging  performance -- the
convertible  securities  and high  cash  levels  -- have for the most  part been
addressed.  As of this writing,  most of the convertibles have been sold and the
proceeds  have been  reinvested  into common  stocks;  the cash levels have been
brought  down to a minimal  level.  Going  forward,  the Fund will be  primarily
focused on  investments  in companies  whose  prospects for earnings  growth are
above average and whose common stock is selling at below-average  price-earnings
ratios.  For the year,  the Fund's  exposure to small and middle  capitalization
stocks was a drag on  performance,  but more recently this has become a positive
factor for  performance.  In the final  analysis,  stock selection was the major
determinant of performance.

   Going  forward,  we will  increase  our  focus  in the  vital  area of  stock
selection.  The new equity  process we have  implemented in this Fund is a major
step in that direction.  In our previous  correspondence  we have discussed this
change and will continue to keep you apprised of its progress.

   We are  grateful  for the  opportunity  to invest  your  capital  and will be
working diligently on your behalf in an attempt to achieve satisfying  long-term
investment results.
                                                     Sincerely,
                                                     /s/ Douglas Ramos
                                                     Douglas Ramos
                                                     Portfolio Manager

November 18, 1997
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.


<PAGE>

Dreyfus Growth and Income Fund, Inc.                           October 31, 1997
- -------------------------------------------------------------------------------

         COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS
                          GROWTH AND INCOME FUND, INC.
            AND THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX


[INSERT CHART PLOT POINTS HERE]


$25,423
Standard & Poor's 500
Composite Stock
Price Index*

$21,362
Dreyfus Growth
and Income Fund



*Source: Lipper Analytical Services, Inc.


Average Annual Total Returns
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                   One Year Ended               Five Years Ended         From Inception (12/31/91)
                  October 31, 1997              October 31, 1997            to October 31, 1997
                 -------------------           -------------------       -------------------------
<S>                     <C>                          <C>                          <C>
                        12.97%                       13.67%                       13.88%
<FN>
- -------------------------------
Past performance is not predictive of future performance.

The above graph  compares a  $10,000  investment  made  in  Dreyfus  Growth  and
Income Fund, Inc. on 12/31/91  (Inception Date) to a $10,000  investment made in
the  Standard  & Poor's  500  Composite  Stock  Price  Index on that  date.  All
dividends and capital gain distributions are reinvested.

The  Fund's  performance  shown  in  the  line  graph  takes  into  account  all
applicable fees and expenses.  Unlike the Fund,  which can invest in both equity
and debt securities,  the Standard & Poor's 500 Composite Stock Price Index is a
widely accepted,  unmanaged index of overall stock market performance  comprised
solely of common stocks. The Index does not take into account charges,  fees and
other expenses.  Further  information  relating to Fund  performance,  including
expense reimbursements,  if applicable, is contained in the Financial Highlights
section of the Prospectus and elsewhere in this report.
</TABLE>


<PAGE>

Dreyfus Growth and Income Fund, Inc.
- --------------------------------------------------------------------------------
Statement of Investments                                       October 31, 1997

<TABLE>
<CAPTION>
Common Stocks--84.1%                                                                  Shares           Value
- -------------------------------------------------------------------------------  -------------   ---------------
<S>                              <C>                                             <C>             <C>
       Commercial Services--.9%   Cognizant.....................................       450,000   $    17,634,375
                                                                                                 ---------------

        Consumer Durables--1.8%   Leggett & Platt...............................       842,700        35,182,725
                                                                                                 ---------------

    Consumer Non-Durables--5.7%   Archer-Daniels-Midland........................     1,563,000        34,776,750
                                  Deans Foods...................................        34,100         1,613,356
                                  Kimberly-Clark................................       739,000        38,381,812
                                  Philip Morris Cos.............................       859,000        34,037,875
                                                                                                 ---------------
                                                                                                     108,809,793
                                                                                                 ---------------

        Consumer Services--2.4%   Carnival, Cl. A...............................       941,000        45,638,500
                                                                                                 ---------------

   Electronic Technology--13.9%   Adaptec.......................................       449,500(a)     21,772,656
                                  Applied Materials.............................       100,000         3,337,500
                                  Boeing........................................       671,000        32,124,125
                                  General Motors, Cl. H.........................       250,000        15,812,500
                                  Intel.........................................       415,000        31,955,000
                                  Lockheed Martin...............................       371,000        35,268,188
                                  Micron Technology.............................       751,000        20,136,188
                                  Sundstrand....................................       662,000        35,996,250
                                  Thiokol.......................................        80,000         7,325,000
                                  3Com..........................................       703,000        29,130,563
                                  United Technologies...........................       479,000        33,530,000
                                                                                                 ---------------
                                                                                                     266,387,970
                                                                                                 ---------------

          Energy Minerals--3.4%   Amerada Hess..................................        30,000         1,843,125
                                  Occidental Petroleum..........................       400,000        11,150,000
                                  Pennzoil......................................       225,000        16,650,000
                                  Tosco.........................................     1,080,000        35,640,000
                                                                                                 ---------------
                                                                                                      65,283,125
                                                                                                 ---------------

                 Finance--13.1%   BankBoston....................................       454,000        36,802,375
                                  CBL & Associates Property.....................       400,000         9,650,000
                                  Chase Manhattan...............................       341,000        39,342,875
                                  Chubb ........................................       100,000         6,625,000
                                  Fannie Mae....................................       727,000        35,214,063
                                  First Union...................................       500,500        24,555,781
                                  Fleet Financial Group.........................       576,000        37,044,000
                                  Freddie Mac...................................     1,180,000        44,692,500
                                  General Re....................................        50,000         9,859,375
                                  Trenwick Group................................       185,566         6,471,614
                                                                                                 ---------------
                                                                                                     250,257,583
                                                                                                 ---------------

          Health Services--3.4%   Beverly Enterprises...........................     2,295,000(a)     34,281,563
                                  PacifiCare Health Systems, Cl. B..............       467,800(a)     30,290,050
                                                                                                 ---------------
                                                                                                      64,571,613
                                                                                                 ---------------

</TABLE>

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Investments (continued)                           October 31, 1997


<TABLE>
<CAPTION>
Common Stocks (continued)                                                            Shares           Value
- -------------------------------------------------------------------------------   -------------   ---------------
<S>                              <C>                                             <C>              <C>
        Health Technology--3.6%   ALPHARMA (Rights).............................        110,000(a) $     618,750
                                  American Home Products........................        400,000       29,650,000
                                  Biogen........................................      1,044,000(a)    34,974,000
                                  Genzyme General Division......................        150,000        4,106,250
                                                                                                 ---------------
                                                                                                      69,349,000
                                                                                                 ---------------

       Industrial Services--.5%   ENI, A.D.S....................................        150,000        8,456,250
                                                                                                 ---------------

      Non-Energy Minerals--1.6%   Edperbrascan, Cl. A...........................      1,200,000       21,000,000
                                  Georgia-Pacific...............................        120,000       10,177,500
                                                                                                 ---------------
                                                                                                      31,177,500
                                                                                                 ---------------

       Process Industries--4.9%   duPont (EI) de Nemours........................        633,000       36,001,875
                                  Great Lakes Chemical..........................        864,000       40,608,000
                                  Westinghouse Electric.........................        300,000        7,931,250
                                  Witco.........................................        200,000        8,700,000
                                                                                                 ---------------
                                                                                                      93,241,125
                                                                                                 ---------------

  Producer Manufacturing--12.1%   AlliedSignal..................................        876,000       31,536,000
                                  Armstrong World Industries....................        525,000       34,945,312
                                  Deere & Co....................................        350,000       18,418,750
                                  Emerson Electric..............................        289,103       15,159,839
                                  General Signal................................        945,000       37,918,125
                                  Industrial Flexible Material..................        725,000(a,e)          --
                                  Masco.........................................        187,200        8,213,400
                                  Raychem.......................................        125,000       11,320,312
                                  Tyco International............................        964,394       36,405,874
                                  Xerox ........................................        481,300       38,173,106
                                                                                                 ---------------
                                                                                                     232,090,718
                                                                                                 ---------------

             Retail Trade--6.4%   General Nutrition.............................      1,298,000(a)    40,887,000
                                  OfficeMax.....................................      3,350,000(a)    44,806,250
                                  Sunglass Hut International....................      1,456,300(a)    11,650,400
                                  Wal-Mart Stores...............................        700,000       24,587,500
                                                                                                 ---------------
                                                                                                     121,931,150
                                                                                                 ---------------

           Transportation--2.0%   AMR...........................................        210,800(a)    24,545,025
                                  Canadian Pacific..............................        450,000       13,415,625
                                                                                                 ---------------
                                                                                                      37,960,650
                                                                                                 ---------------

                Utilities--8.4%   Coastal.......................................        578,000       34,752,250
                                  Duke Energy...................................        450,000(a)    21,712,500
                                  GTE...........................................        600,000       25,462,500
                                  SBC Communications............................        200,000(a)    12,725,000
                                  Telecommunicaiones Brasileiras, A.D.R.........        322,000       32,683,000

</TABLE>

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Investments (continued)                           October 31, 1997


<TABLE>
<CAPTION>
Common Stocks (continued)                                                            Shares           Value
- -------------------------------------------------------------------------------  -------------   ---------------
<S>                              <C>                                             <C>             <C>
         Utilities (continued)   Texas Utilities...............................        200,000   $     7,175,000
                                 UGI...........................................        900,000(a)     24,187,500
                                 Viatel........................................        350,000(a)      2,318,750
                                                                                                 ---------------
                                                                                                     161,016,500
                                                                                                 ---------------
                                 TOTAL COMMON STOCKS
                                    (cost $1,489,583,932)......................                  $ 1,608,988,577
                                                                                                 ===============

Convertible Preferred Stocks--1.6%
- -------------------------------------------------------------------------------


                    Energy--.7%   NORAM Financing, Cum., 6.25%..................       200,000   $    13,450,000
                                                                                                 ---------------

                   Finance--.6%   Banco Commercial Portugese, Ser. A, 8%........        57,400         4,183,025
                                  Tanger Factory, Ser. A, Cum., $1.802..........       299,800         8,094,600
                                                                                                 ---------------
                                                                                                      12,277,625
                                                                                                 ---------------

           Health Services--.1%   McKesson, Cum., $2.50.........................        26,100(b)      2,001,544
                                                                                                 ---------------

       Media/Entertainment--.2%   Station Casinos, 7%...........................        87,100         3,799,737
                                                                                                 ---------------
                                   TOTAL CONVERTIBLE PREFERRED STOCKS
                                    (cost $26,183,715).........................                  $    31,528,906
                                                                                                 ===============

                                                                                    Principal
Convertible Corporate Notes & Bonds--4.0%                                             Amount
- -------------------------------------------------------------------------------  -------------
                    Energy--.4%   ENRON, Exchangeble Notes,
                                    6.25%, 12/13/1998..........................  $     405,000   $     8,732,812
                                                                                                 ---------------

               Health Care--.3%   Tenet Healthcare, Sub. Deb.,
                                    6%, 12/1/2005..............................      5,000,000         4,993,750
                                                                                                 ---------------

       Media/Entertainment--.7%   Telecommunications, Sub. Deb.,
                                    4.50%, 2/15/2006...........................     15,500,000        13,058,750
                                                                                                 ---------------

               Technology--2.6%   First Financial Management, Sr. Deb.,
                                    5%, 12/15/1999.............................     30,000,000        39,562,500
                                  Micron Technology, Sub. Notes,
                                    7%, 7/1/2004...............................     11,000,000        10,133,750
                                                                                                 ---------------
                                                                                                      49,696,250
                                                                                                 ---------------

            Transportation--.0%   Campagnie Nationale Air France, Sub. Deb.,
                                    4%, 1/1/2000...............................        893,193(e)        154,663
                                                                                                 ---------------
                                  TOTAL CONVERTIBLE CORPORATE NOTES AND BONDS
                                    (cost $69,787,173).........................                  $    76,636,225
                                                                                                 ===============

</TABLE>

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Investments (continued)                           October 31, 1997
<TABLE>
<CAPTION>
                                                                                    Principal
Short-Term Investments--9.4%                                                          Amount           Value
- -------------------------------------------------------------------------------  -------------   ---------------
<S>                              <C>                                             <C>             <C>
          U.S. Treasury Bills:   5.20%, 11/13/1997.............................  $     640,000   $       638,944
                                 5.20%, 12/11/1997.............................      7,343,000         7,303,201
                                 4.91%, 12/18/1997.............................      6,337,000         6,296,443
                                 4.90%, 12/26/1997.............................      1,186,000         1,176,939
                                 5.14%, 1/2/1998...............................     38,223,000        37,893,518
                                 5.293%, 1/8/1998..............................     85,166,000(c)     84,350,961
                                 4.98%, 1/15/1998..............................     33,009,000        32,660,425
                                 4.96%, 1/22/1998..............................      8,705,000(d)      8,602,368
                                                                                                 ---------------
                                 TOTAL SHORT-TERM INVESTMENTS
                                    (cost $178,963,632)........................                  $   178,922,799
                                                                                                 ===============

TOTAL INVESTMENTS (cost $1,764,518,452)........................................         99.1%    $ 1,896,076,507
                                                                                       ======    ===============

CASH AND RECEIVABLES (NET).....................................................           .9%    $    16,331,975
                                                                                       ======    ===============

NET ASSETS.....................................................................        100.0%    $ 1,912,408,482
                                                                                       ======    ===============

<FN>

Notes to Statement of Investments:
- -------------------------------------------------------------------------------

(a) Non-income producing.
(b) Security exempt from  registration  under Rule 144A of the Securities Act of
    1933.  This security may be resold in transactions  exempt from  registration,
    normally to qualified institutional buyers. At October 31, 1997, this security
    amounted to $2,001,544 or approximately .1% of net assets.
(c) Partially held by custodian in a segregated account as collateral for open
    financial futures postitions.
(d) Partially held by brokers as collateral for open short sale postions.
(e) Securities  restricted  as to public  resale.  Investments  in  restricted
    securities,  with an  aggregate  value of $154,663 represent approximately
    .01% of net assets:
</TABLE>

<TABLE>
<CAPTION>
                                                    Acquisition      Purchase       Percentage of
Issuer                                                 Date            Price         Net Assets      Valuation*
 -----                                              -----------     ----------      -------------   -------------
<S>                                                 <C>                 <C>            <C>           <C>
Campagnie Nationale Air France, Sub. Deb.,
   4%, 1/1/2000..................................    5/4/1993            $0.19          0.01%           cost
Industrial Flexible Material.....................    3/31/1993           $5.00          0.00%           zero
<FN>
- -----------------------------
* The valuation of these  securities has been determined in good faith under the
direction of the Board of Directors.
</TABLE>


                       See notes to financial statements.


<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Financial Futures                                 October 31, 1997
<TABLE>
<CAPTION>

                                                                   Market Value                      Unrealized
                                                                      Covered                      (Depreciation)
Financial Futures                                    Contracts     by Contracts      Expiration      at 10/31/97
 ---------------                                     ---------    -------------     ------------    ------------
<S>               <C>                                   <C>        <C>              <C>             <C>
Standard & Poor's 500............................       300        $138,600,000     December '97    ($6,765,580)
                                                                                                    ============

<CAPTION>
Statement of Securities Sold Short                                                             October 31, 1997

Common Stocks                                                                          Shares           Value
 --------------                                                                      ----------     ------------
<S>                                                                                  <C>           <C>
Capstone Pharmaceutical Services
  (proceeds $1,444,189)..........................                                      114,000       $1,211,250
                                                                                                    ============

</TABLE>


                       See notes to financial statements.

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- ------------------------------------------------------------------------------
Statement of Assets and Liabilities                           October 31, 1997

<TABLE>
<CAPTION>
                                                                                       Cost            Value
                                                                                  --------------  --------------
<S>                           <C>                                                <C>              <C>
ASSETS:                       Investments in securities--See Statement
                                 of Investments................................   $1,764,518,452  $1,896,076,507
                              Cash.............................................                       15,239,221
                              Receivable for investment securities sold........                        9,857,605
                              Receivable for futures variation margin--Note 4(a)                       3,135,000
                              Dividends and interest receivable................                        2,276,038
                              Receivable from brokers for proceeds on securities
                                sold short.....................................                        1,444,189
                              Receivable for shares of Common Stock subscribed.                           98,141
                              Prepaid expenses.................................                           66,998
                                                                                                  --------------
                                                                                                   1,928,193,699
                                                                                                  --------------

LIABILITIES:                  Due to The Dreyfus Corporation and affiliates....                        1,427,227
                              Payable for investment securities purchased......                       12,759,835
                              Securities sold short, at value
                                (proceeds $1,444,189)--see statement............                       1,211,250
                              Payable for shares of Common Stock redeemed......                           83,411
                              Accrued expenses.................................                          303,494
                                                                                                  --------------
                                                                                                      15,785,217
                                                                                                  --------------

NET ASSETS.....................................................................                   $1,912,408,482
                                                                                                  ==============

REPRESENTED BY:               Paid-in capital..................................                   $1,480,480,285
                              Accumulated undistributed investment income--net..                       1,430,723
                              Accumulated net realized gain (loss) on investments
                                and foreign currency transactions..............                      305,470,030
                              Accumulated net unrealized appreciation (depreciation)
                                on investments, securities sold short and foreign
                                currency transactions [including ($6,765,580)
                                net unrealized (depreciation) on financial futures]                  125,027,444
                                                                                                  --------------

NET ASSETS.....................................................................                   $1,912,408,482
                                                                                                  ==============

SHARES OUTSTANDING
(300 million shares of $.001 par value Common Stock authorized)................                      96,494,344

NET ASSET VALUE, offering and redemption price per share.......................                          $19.82
                                                                                                         ======
</TABLE>

                       See notes to financial statements.

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Operations                             Year Ended October 31, 1997

<TABLE>
<CAPTION>
INVESTMENT INCOME


<S>                           <C>                                              <C>              <C>
INCOME:                       Cash dividends (net of $168,514 foreign taxes
                                withheld at source)......................      $  29,179,779
                              Interest...................................         25,120,700
                                                                               -------------
                                Total Income.............................                        $  54,300,479


EXPENSES:                     Management fee--Note 3(a)...................        15,103,492
                              Shareholder servicing costs--Note 3(b)......         4,759,120
                              Custodian fees--Note 3(b)...................           256,785
                              Dividends on securities sold short.........            176,500
                              Prospectus and shareholders' reports.......             91,072
                              Directors' fees and expenses--Note 3(c).....            81,676
                              Professional fees..........................             80,916
                              Registration fees..........................             50,657
                              Miscellaneous..............................             35,021
                                                                               -------------
                                Total Expenses...........................                           20,635,239
                                                                                                 -------------



INVESTMENT INCOME--NET....................................................                          33,665,240
                                                                                                 -------------



REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--Note 4:
                              Net realized gain (loss) on investments:
                                Long transactions (including foreign
                                   currency transactions)................       $285,263,065
                                Short sale transactions..................            534,069
                              Net realized gain (loss) on financial futures       12,430,631
                              Net realized gain (loss) on forward currency
                                exchange contracts.......................          3,869,975
                                                                               -------------
                                   Net Realized Gain (Loss)..............                          302,097,740
                              Net unrealized appreciation (depreciation) on
                                investments, foreign currency transactions and
                                securities sold short [including ($6,765,580) net
                                unrealized (depreciation) on financial futures]                    (82,003,170)
                                                                                                 -------------



NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS...................                          220,094,570
                                                                                                 -------------



NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.....................                         $253,759,810
                                                                                                 =============
</TABLE>

                       See notes to financial statements.

<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                  Year Ended        Year Ended
                                                                               October 31, 1997  October 31, 1996
                                                                               ----------------- ----------------
<S>                                                                            <C>               <C>
OPERATIONS:
   Investment income--net.................................................     $    33,665,240   $    34,268,586
   Net realized gain (loss) on investments................................         302,097,740       256,817,745
   Net unrealized appreciation (depreciation) on investments..............         (82,003,170)       42,647,165
                                                                               ---------------   ---------------

      Net Increase (Decrease) in Net Assets Resulting from Operations.....         253,759,810       333,733,496
                                                                               ---------------   ---------------

DIVIDENDS TO SHAREHOLDERS FROM:
   Investment income--net..................................................        (36,481,865)      (31,664,919)
   Net realized gain on investments.......................................        (255,311,969)      (49,168,158)
                                                                               ---------------   ---------------

      Total Dividends.....................................................        (291,793,834)      (80,833,077)
                                                                               ---------------   ---------------

CAPITAL STOCK TRANSACTIONS:
   Net proceeds from shares sold..........................................       3,234,126,408       535,580,601
   Dividends reinvested...................................................         278,761,496        77,406,742
   Cost of shares redeemed................................................      (3,630,898,456)     (560,806,153)
                                                                               ---------------   ---------------

      Increase (Decrease) in Net Assets from Capital Stock Transactions...        (118,010,552)       52,181,190
                                                                               ---------------   ---------------

         Total Increase (Decrease) in Net Assets..........................        (156,044,576)      305,081,609

NET ASSETS:
   Beginning of Period....................................................       2,068,453,058     1,763,371,449
                                                                               ---------------   ---------------
   End of Period..........................................................     $ 1,912,408,482   $ 2,068,453,058
                                                                               ===============   ===============
Undistributed investment income--net.......................................    $     1,430,723   $     4,247,348
                                                                               ---------------   ---------------


                                                                                    Shares            Shares
                                                                               ---------------   ---------------
CAPITAL SHARE TRANSACTIONS:
   Shares sold............................................................         164,975,986        26,977,092
   Shares issued for dividends reinvested.................................          15,539,230         4,123,044
   Shares redeemed........................................................        (184,787,972)      (28,518,323)
                                                                               ---------------   ---------------

      Net Increase (Decrease) in Shares Outstanding.......................          (4,272,756)        2,581,813
                                                                               ===============   ===============

</TABLE>

                       See notes to financial statements.

<PAGE>

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.
<TABLE>
<CAPTION>
                                                                          Year Ended October 31,
                                                           ------------------------------------------------------
PER SHARE DATA:                                             1997       1996        1995        1994        1993
                                                           ------     ------      ------      ------      ------
<S>                                                        <C>        <C>         <C>         <C>         <C>
   Net asset value, beginning of period..............      $20.53     $17.96      $16.49      $16.86      $13.89
                                                           ------     ------      ------      ------      ------
   Investment Operations:
   Investment income--net.............................        .34        .35         .44         .34         .38
   Net realized and unrealized gain (loss) on investments    1.97       3.05        1.67        (.34)       2.95
                                                           ------     ------      ------      ------      ------
   Total from Investment Operations..................        2.31       3.40        2.11          --        3.33
                                                           ------     ------      ------      ------      ------
   Distributions:
   Dividends from investment income--net..............       (.37)      (.32)       (.47)       (.33)       (.36)
   Dividends from net realized gain on investments...       (2.65)      (.51)       (.17)       (.04)        --
                                                           ------     ------      ------      ------      ------
   Total Distributions...............................       (3.02)      (.83)       (.64)       (.37)       (.36)
                                                           ------     ------      ------      ------      ------
   Net asset value, end of period...................       $19.82     $20.53      $17.96      $16.49      $16.86
                                                           ======     ======      ======      ======      ======
TOTAL INVESTMENT RETURN..............................       12.97%     19.41%      13.17%        .05%      24.24%
RATIOS/SUPPLEMENTAL DATA:
   Ratio of operating expenses to average net assets.        1.01%      1.02%       1.05%       1.14%       1.24%
   Ratio of dividends on securities sold short to
      average net assets.............................         .01%       .01%        .01%         --          --
   Ratio of net investment income to average net assets      1.67%      1.78%       2.55%       2.18%       2.92%
   Decrease reflected in above expense ratios
      due to undertakings by the Manager.............         --          --          --          --         .04%
   Portfolio Turnover Rate...........................      129.48%    131.30%     132.46%      97.47%      85.26%
   Average commission rate paid*.....................      $.0631     $.1073          --          --          --
   Net Assets, end of period (000's omitted).........  $1,912,408 $2,068,453  $1,763,371  $1,717,733  $1,165,503

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

                       See notes to financial statements.


<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

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. is the distributor of the
Fund's shares, which are sold to the public without a sales charge.

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

   (a) Portfolio  valuation:  Investments in securities  (including  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, and 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.  The
following  summarizes  affiliated  issuers  during the period ended  October 31,
1997:

<TABLE>
<CAPTION>
                                                          Shares
                                     -------------------------------------------------
                                     Beginning                                  End       Dividend      Market
Name of Issuer                       of Period     Purchases      Sales       Period       Income        Value
- -------------                        ----------   ----------   ----------   ----------   ----------   ----------
<S>                                    <C>        <C>         <C>           <C>        <C>            <C>
Mortgage Information*............      245,959        --         245,959        --     $      --      $    --

<FN>
- --------------------
*  No longer an affiliated issuer at October 31, 1997
</TABLE>

     (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


<PAGE>

Dreyfus Growth and Income Fund, Inc.
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

annually, but the Fund may make distributions on a more frequent basis to comply
with the  distribution  requirements of the Internal Revenue Code. To the extent
that net realized capital gain can be offset by capital loss carryovers, if any,
it is the policy of the Fund not to distribute such gain.

   (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 Lines of Credit:

   The Fund  may  borrow  up to $10  million  for  leveraging  purposes  under a
short-term unsecured line of credit and participates with other  Dreyfus-managed
funds in a $100 million  unsecured  line of credit  primarily to be utilized for
temporary  or  emergency  purposes,  including  the  financing  of  redemptions.
Interest is charged to the Fund at rates which are related to the Federal  Funds
rate in effect at the time of  borrowings.  During the period ended  October 31,
1997,  the Fund did not borrow under either line of credit.

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

   (a) Pursuant to a management  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.

   (b) Under the Shareholder  Services Plan, the Fund reimburses Dreyfus Service
Corporation,  a wholly-owned  subsidiary of the Manager, an amount not to exceed
an annual rate of .25 of 1% of the value of the Fund's  average daily net assets
for certain allocated expenses of providing personal services and/or maintaining
shareholder  accounts.  The  services  provided  may include  personal  services
relating  to  shareholder  accounts,  such as  answering  shareholder  inquiries
regarding the Fund and  providing  reports and other  information,  and services
related to the  maintenance  of  shareholder  accounts.  During the period ended
October 31, 1997, the Fund was charged  $2,806,731  pursuant to the  Shareholder
Services Plan.

   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.  During the period
ended October 31, 1997, the Fund was charged $1,269,788 pursuant to the transfer
agency agreement.

   The Fund compensates  Mellon under a custody  agreement to provide  custodial
services for the Fund.  During the period ended  October 31, 1997,  the Fund was
charged $256,785 pursuant to the custody agreement.

   (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
period ended October 31, 1997:
<TABLE>
<CAPTION>
                                                                             Purchases             Sales
                                                                           -------------       --------------
<S>                                                                       <C>                  <C>
Long transactions.......................................................  $2,302,124,355       $2,591,176,678
Short sale transactions.................................................      93,823,687           87,475,698
                                                                           -------------       --------------
   Total................................................................  $2,395,948,042       $2,678,652,376
                                                                           =============       ==============
</TABLE>


<PAGE>

Dreyfus Growth and Income Fund, Inc.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

   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 October 31, 1997, and their related market values and proceeds are
set forth in the Statement of Securities Sold Short.

   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  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  gain on each  open
contract.  At October 31,  1997,  there were no open forward  currency  exchange
contracts.

   The Fund may invest in financial  futures contracts in order to gain exposure
to or protect against changes in the market.  The Fund is exposed to market risk
as a result of changes in the value of the underlying financial instruments (See
Statement of Financial  Futures).  Investments in financial  futures require the
Fund to "mark to  market" on a daily  basis,  which  reflects  the change in the
market  value of the contract at the close of each day's  trading.  Accordingly,
variation margin payments are received or made to reflect daily unrealized gains
or losses. When the contracts are closed, the Fund recognizes a realized gain or
loss. These investments require initial margin deposits with a custodian,  which
consist of cash or cash  equivalents,  up to  approximately  10% of the contract
amount.  The amount of these  deposits is determined by the exchange or Board of
Trade on which the contract is traded and is subject to change.  Contracts  open
at October 31, 1997, and their related unrealized  depreciation are set forth in
the Statement of Financial Futures.

   (b)  At  October  31,  1997,  accumulated  net  unrealized   appreciation  on
investments,  financial  futures  and  securities  sold short was  $125,025,414,
consisting of $192,114,449  gross unrealized  appreciation and $67,089,035 gross
unrealized depreciation.

   At October 31, 1997, the cost of investments  for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
Statement of Investments).


<PAGE>

Dreyfus Growth and Income Fund, Inc.
- ------------------------------------------------------------------------------
Report of Ernst & Young LLP, Independent Auditors

Shareholders and Board of Directors
Dreyfus Growth and Income Fund, Inc.

   We have  audited 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 October 31, 1997, and the
related  statement  of  operations  for the year then ended,  the  statement  of
changes in net assets for each of the two years in the period  then  ended,  and
financial  highlights for each of the years indicated  therein.  These financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements and financial  highlights.  Our procedures  included  verification by
examination  of  securities  held by the  custodian  as of October  31, 1997 and
confirmation  of  securities  not held by the custodian by  correspondence  with
others.  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  Growth and Income Fund,  Inc. at October 31,  1997,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the  indicated   years,  in  conformity  with  generally   accepted   accounting
principles.

                                            Ernst & Young LLP

New York, New York
December 8, 1997




<PAGE>

Dreyfus Growth and Income Fund, Inc.
- ------------------------------------------------------------------------------
Important Tax Information (Unaudited)


     For Federal tax purposes the Fund hereby  designates  $1.196 per share as a
long-term capital gain distribution of the $2.765 per share paid on December 17,
1996.

   The Fund also  designates  15.01% of the ordinary  dividends  paid during the
fiscal year ended  October 31, 1997 as qualifying  for the  corporate  dividends
received  deduction.  Shareholders will receive  notification in January 1998 of
the percentage applicable to the preparation of their 1997 income tax return. *


<PAGE>

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.
P.O. Box 9671
Providence, RI 02940




Printed in U.S.A.                     010AR9710





COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
IN DREYFUS GROWTH AND INCOME FUND, INC. AND THE
STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX


EXHIBIT A:

                                      STANDARD
                   DREYFUS          & POOR'S 500
      PERIOD      GROWTH AND       COMPOSITE STOCK
                  INCOME FUND       PRICE INDEX *

     12/31/91          10,000                 10,000
     10/31/92          11,257                 10,281
     10/31/93          13,986                 11,814
     10/31/94          13,993                 12,270
     10/31/95          15,836                 15,510
     10/31/96          18,910                 19,245
     10/31/97          21,362                 25,423


*Source: Lipper Analytical Services, Inc.



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