DREYFUS GROWTH & INCOME FUND INC /NEW/
N-30D, 2000-10-25
Previous: SM&R INVESTMENTS INC, N-30D, 2000-10-25
Next: CORVAS INTERNATIONAL INC, 8-K, 2000-10-25





Dreyfus

Growth Opportunity Fund, Inc.

SEMIANNUAL REPORT August 31, 2000

(reg.tm)





The  views  expressed herein are current to the date of this report. These views
and  the  composition  of the fund's portfolio are subject to change at any time
based on market and other conditions.

           * Not FDIC-Insured * Not Bank-Guaranteed * May Lose Value


                                 Contents

                                 THE FUND
--------------------------------------------------

                             2   Letter from the President

                             3   Discussion of Fund Performance

                             6   Statement of Investments

                            11   Statement of Assets and Liabilities

                            12   Statement of Operations

                            13   Statement of Changes in Net Assets

                            14   Financial Highlights

                            15   Notes to Financial Statements

                                 FOR MORE INFORMATION
---------------------------------------------------------------------------

                                 Back Cover

                                                                       The Fund

                                                                        Dreyfus

                                                  Growth Opportunity Fund, Inc.

LETTER FROM THE PRESIDENT

Dear Shareholder:

We  are pleased to present this semiannual report for Dreyfus Growth Opportunity
Fund,  Inc., covering the six-month period from March 1, 2000 through August 31,
2000.  Inside,  you' ll find valuable information about how the fund was managed
during  the  reporting  period, including a discussion with the fund's portfolio
manager, Timothy M. Ghriskey.

Although  large-cap  U.S.  stocks generally provided attractive returns over the
past  six  months,  the reporting period was marked by high levels of volatility
and  dramatic  shifts  in investor sentiment. In mid-March, technology and other
growth-oriented  stocks  corrected  sharply  over concerns about rising interest
rates  and extremely high valuations, eroding much of the gains achieved earlier
in the year.

Also,  primarily  because  of  the  precipitous drop in technology-stock prices,
value-oriented  stocks generally outperformed growth stocks during the reporting
period, a reversal of the trends established over the past several years. In our
view,  these  short-term  swings  in investor sentiment highlight once again the
importance  of  broad  diversification  and  a  long-term  perspective  for most
investors.

We  appreciate  your confidence over the past six months, and we look forward to
your continued participation in Dreyfus Growth Opportunity Fund, Inc.

Sincerely,


Stephen E. Canter

President and Chief Investment Officer

The Dreyfus Corporation

September 15, 2000




DISCUSSION OF FUND PERFORMANCE

Timothy M. Ghriskey, Portfolio Manager

How did Dreyfus Growth Opportunity Fund, Inc. perform relative to its benchmark

For the six-month period ended August 31, 2000, Dreyfus Growth Opportunity Fund,
Inc.  produced  a total return of 5.18%.(1) This compares with the 11.72% return
provided  by  the  fund' s  benchmark, the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index"), for the same period.(2)

We  attribute  the  fund' s  underperformance  to its large technology exposure.
Following  an extended period of strong outperformance by technology stocks, the
technology  sector  has  recently  produced  more  modest  returns. We made some
disappointing  stock  selections  within  the  technology area that affected the
fund's overall performance.

What is the fund's investment approach?

The  fund  invests  in  growth  and  value stocks, including stocks that exhibit
characteristics  of both investment styles. We begin with a proprietary computer
model that identifies suitable candidates for the fund. We then reduce that list
of  names  by  conducting  fundamental  research and meeting with the management
teams of the remaining candidates. Specifically, we are looking for factors that
could  signal  a  rise  in the stock's price, including new products or markets,
opportunities for gaining greater market share, more effective management teams,
or positive changes in the company's corporate structure or market perception.

What other factors influenced the fund's performance?

As  "bottom-up"  investors,  we  choose  stocks based on their individual merits
rather  than  according  to  market or economic trends. However, we remain fully
cognizant  of  the overall economic environment, and we are aware of trends that
may affect our performance.

                                                             The Fund


DISCUSSION OF FUND PERFORMANCE (CONTINUED)

Technology  stocks,  which  make  up the largest sector of the fund, fell out of
favor  during the past six months after achieving particularly strong gains just
prior  to  the  beginning  of  the  reporting period. Our heavy exposure to that
industry  group  hindered  our overall returns. While we trimmed our exposure to
the  technology  area  early  in  the period, we slightly increased our exposure
after  we  began to see valuations improve. In hindsight, we may have moved back
into this sector a little too early.

However,  we achieved solid returns from several other market sectors, including
the  financial,  health  care,  energy and capital goods industry groups. Within
financials,  the  fund' s  strongest  gains  stemmed  from finance companies and
lending  institutions.  In  addition,  we  benefited  from  our  investments  in
financial  conglomerates,  investment  banks and brokerage firms and, toward the
end of the reporting period, in insurance companies.

Within the health care area, we benefited most from our pharmaceutical holdings,
including  Pfizer, Eli Lilly and ALZA, as well as Watson Pharmaceutical and Teva
Pharmaceutical  Industries,  ADR,  two  generic drug companies. We also achieved
gains from several of our investments in biotechnology stocks.

The fund's energy stocks benefited from the rising price of oil. When oil prices
fell at the end of last summer, we believed that those prices were unsustainably
low  and presented excellent investment opportunities. After oil prices began to
climb,  energy  stock  prices  generally  followed,  boosting the fund's overall
returns.

Within   capital   goods,   the   fund   held   relatively  large  positions  in
strong-performing  companies  like General Electric, which delivered better than
expected  earnings  during  the  period. We also enjoyed attractive returns from
companies  such  as  Flextronics  International, a contract manufacturer for the
technology  industry, as well as Tyco International, a diversified manufacturing
and service company, and Boeing, the aerospace firm.


What is the fund's current strategy?

As  of the end of the reporting period, we believe that market conditions remain
volatile  and  the  market' s direction continues to be unclear. Accordingly, at
this  time we have chosen to generally match the percentage of assets devoted to
technology  and  financial  stocks  -- the two largest sectors of the fund -- to
that  of  the S&P 500 Index. This posture will help reduce the risks of over- or
underexposure  to  these  two  important  areas. Of course, our strategy in this
regard may change at any time.

We  have  also chosen to maintain the fund's level of exposure to energy stocks.
With oil and natural gas inventories at low levels going into the winter season,
these types of securities provide the fund with a good performance opportunity.

Finally,  in  light  of the upcoming November elections, we have been monitoring
our holdings in certain sectors that we believe may be influenced by the outcome
of  the  elections.  These  areas  include,  among others, health care, defense,
military  and aerospace. Depending on which presidential candidate happens to be
leading  the  polls  at the time, each of these sectors has come into and out of
favor.  As  an actively traded fund, we are carefully monitoring our investments
in  these  areas and are adjusting them accordingly in an attempt to benefit the
fund'   s    return.

September 15, 2000

(1)  TOTAL RETURN INCLUDES REINVESTMENT OF DIVIDENDS AND ANY CAPITAL GAINS PAID.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. SHARE PRICE AND INVESTMENT
RETURN FLUCTUATE SUCH THAT UPON REDEMPTION, FUND SHARES MAY BE WORTH MORE OR
LESS THAN THEIR ORIGINAL COST.

(2)  SOURCE: LIPPER INC. -- REFLECTS REINVESTMENT OF INCOME DIVIDENDS AND, WHERE
APPLICABLE, CAPITAL GAIN DISTRIBUTIONS. THE STANDARD & POOR'S 500 COMPOSITE
STOCK PRICE INDEX ("S&P 500 INDEX") IS A WIDELY ACCEPTED, UNMANAGED INDEX OF
U.S. STOCK MARKET PERFORMANCE.

                                                             The Fund

STATEMENT OF INVESTMENTS

August 31, 2000 (Unaudited)
<TABLE>
<CAPTION>

STATEMENT OF INVESTMENTS

COMMON STOCKS--97.7%                                                                             Shares                Value ($)
------------------------------------------------------------------------------------------------------------------------------------

COMMERCIAL SERVICES--1.6%

<S>                                                                                              <C>                   <C>
Lamar Advertising                                                                                54,400  (a)           2,526,200

McGraw-Hill Cos.                                                                                 83,000                5,140,812

                                                                                                                       7,667,012

CONSUMER DURABLES--.6%

Ford Motor                                                                                       67,289                1,627,559

General Motors                                                                                   18,801                1,357,197

                                                                                                                       2,984,756

CONSUMER NON--DURABLES--5.5%

Anheuser-Busch Cos.                                                                              24,300                1,915,144

Coca-Cola                                                                                        90,300                4,752,038

Kimberly-Clark                                                                                   19,800                1,158,300

NIKE, Cl. B                                                                                      24,600                  973,237

Nabisco Group Holdings                                                                           87,600                2,458,275

PepsiCo                                                                                         116,600                4,970,075

Philip Morris Cos.                                                                              175,900                5,211,037

UST                                                                                             225,800                4,882,925

                                                                                                                      26,321,031

CONSUMER SERVICES--5.1%

Clear Channel Communications                                                                     67,100  (a)           4,856,363

Comcast, Cl. A                                                                                   33,800  (a)           1,259,050

Disney (Walt)                                                                                    78,300                3,048,806

McDonald's                                                                                       48,000                1,434,000

Time Warner                                                                                      54,800                4,685,400

USA Networks                                                                                    141,400  (a)           3,402,437

Viacom, Cl. B                                                                                    83,052  (a)           5,590,438

                                                                                                                      24,276,494

CONSUMER STAPLES--.2%

Gillette                                                                                         36,100                1,083,000

ELECTRONIC TECHNOLOGY COMPONENTS--12.3%

Applied Materials                                                                                28,300  (a)           2,442,644

Flextronics International                                                                        41,300  (a)           3,440,806

Intel                                                                                           357,900               26,797,763

JDS Uniphase                                                                                     26,200  (a)           3,261,491

Lucent Technologies                                                                              58,400                2,441,850

Nokia, ADS                                                                                       42,500                1,909,844

Nortel Networks                                                                                 132,500               10,807,031

Qualcomm                                                                                         26,400  (a)           1,580,700


COMMON STOCKS (CONTINUED)                                                                        Shares                Value ($)
------------------------------------------------------------------------------------------------------------------------------------

ELECTRONIC TECHNOLOGY COMPONENTS (CONTINUED)

Tellabs                                                                                          23,600  (a)           1,326,025

Texas Instruments                                                                                69,000                4,618,687

                                                                                                                      58,626,841

ELECTRONIC TECHNOLOGY HARDWARE--11.0%

Apple Computer                                                                                   12,000  (a)             731,250

Boeing                                                                                           32,300                1,732,087

Compaq Computer                                                                                  90,200                3,072,437

Dell Computer                                                                                    93,300  (a)           4,070,213

EMC                                                                                              75,800  (a)           7,428,400

Hewlett-Packard                                                                                  35,500                4,286,625

International Business Machines                                                                  97,100               12,817,200

Micron Technology                                                                                21,100  (a)           1,724,925

Motorola                                                                                        129,400                4,666,488

Scientific-Atlanta                                                                               21,700                1,691,244

Sun Microsystems                                                                                 72,700  (a)           9,228,356

Xilinx                                                                                           11,400  (a)           1,013,175

                                                                                                                      52,462,400

ENERGY MINERALS--4.6%

Anadarko Petroleum                                                                               96,200                6,327,074

Chevron                                                                                          23,500                1,985,750

Exxon Mobil                                                                                      96,150                7,848,244

Royal Dutch Petroleum, ADR                                                                       53,000                3,242,938

Santa Fe International                                                                           61,300                2,409,856

                                                                                                                      21,813,862

FINANCE--15.1%

American Express                                                                                 71,800                4,245,175

American General                                                                                    900                   65,531

American International Group                                                                     84,413                7,523,264

Associates First Capital, Cl. A                                                                 123,100                3,462,188

Bank of America                                                                                  59,300                3,176,256

Bank of New York                                                                                 93,400                4,897,663

Chase Manhattan                                                                                  76,700                4,285,612

Citigroup                                                                                       221,600               12,935,900

Federal Home Loan Mortgage                                                                       26,000                1,095,250

FleetBoston Financial                                                                           117,700                5,024,319

Goldman Sachs Group                                                                              41,000                5,250,562

Hartford Financial Services Group                                                                15,800                1,052,675

                                                                                                     The Fund

STATEMENT OF INVESTMENTS (Unaudited) (CONTINUED)

COMMON STOCKS (CONTINUED)                                                                        Shares                Value ($)
------------------------------------------------------------------------------------------------------------------------------------

FINANCE (CONTINUED)

Lincoln National                                                                                 25,200                1,360,800

Merrill Lynch                                                                                    33,100                4,799,500

Morgan Stanley Dean Witter & Co.                                                                 46,500                5,001,656

Schwab (Charles)                                                                                 50,300                1,920,831

USA Education                                                                                    51,800                2,029,913

Wells Fargo                                                                                      87,500                3,778,906

                                                                                                                      71,906,001

HEALTH SERVICES--.5%

HCA-Healthcare                                                                                   65,300                2,252,850

HEALTH TECHNOLOGY--11.2%

ALZA                                                                                             69,000  (a)           5,218,125

American Home Products                                                                           57,700                3,126,619

Amgen                                                                                            55,400  (a)           4,200,013

Andrx                                                                                            59,400  (a)           5,167,800

Barr Laboratories                                                                                32,300  (a)           2,293,300

Bristol-Myers Squibb                                                                            100,500                5,326,500

Johnson & Johnson                                                                                25,300                2,326,019

Lilly (Eli)                                                                                      20,300                1,481,900

Maxygen                                                                                          14,200  (a)             763,250

Merck & Co.                                                                                      80,300                5,610,962

Pfizer                                                                                          225,950                9,772,337

Pharmacia                                                                                        45,000                2,635,312

Schering-Plough                                                                                  77,800                3,121,725

Teva Pharmaceutical Industries, ADR                                                              34,700                2,103,688

                                                                                                                      53,147,550

INDUSTRIAL SERVICES--.8%

BJ Services                                                                                      17,300  (a)           1,159,100

Schlumberger                                                                                     29,100                2,482,594

Transocean Sedco Forex                                                                            1,100                   65,725

                                                                                                                       3,707,419

NON--ENERGY MINERALS--.5%

Alcoa                                                                                            69,100                2,297,575

PROCESS INDUSTRIES--1.4%

Corning                                                                                          10,000                3,279,375

duPont (E.I.) deNemours                                                                          72,500                3,253,438

                                                                                                                       6,532,813


COMMON STOCKS (CONTINUED)                                                                        Shares                Value ($)
------------------------------------------------------------------------------------------------------------------------------------

PRODUCER MANUFACTURING--6.9%

Emerson Electric                                                                                 67,400                4,461,037

General Electric                                                                                353,300               20,734,294

Tyco International                                                                              138,100                7,871,700

                                                                                                                      33,067,031

RETAIL TRADE--4.1%

Costco Wholesale                                                                                135,300  (a)           4,659,394

Gap                                                                                              31,550                  707,903

Home Depot                                                                                       86,250                4,145,391

Sears, Roebuck & Co.                                                                             33,800                1,054,137

Target                                                                                           33,400                  776,550

Wal-Mart Stores                                                                                 171,600                8,140,275

                                                                                                                      19,483,650

TECHNOLOGY SERVICES--7.5%

America Online                                                                                   85,000  (a)           4,983,125

Electronic Data Systems                                                                          94,300                4,697,319

Microsoft                                                                                       191,700  (a)          13,383,056

Oracle                                                                                          103,500  (a)           9,412,031

Veritas Software                                                                                 29,300  (a)           3,532,481

                                                                                                                      36,008,012

UTILITIES--8.8%

AES                                                                                              15,400  (a)             981,750

AT&T                                                                                             28,414                  895,033

AT&T--Liberty Media Group, Cl. A                                                                 92,800                1,983,600

Alltel                                                                                           23,100                1,167,994

BellSouth                                                                                        70,100                2,615,606

Coastal                                                                                          40,600                2,796,325

Duke Energy                                                                                      64,900                4,855,331

Enron                                                                                            28,000                2,376,500

NEXTEL Communications, Cl. A                                                                     27,400  (a)           1,518,988

NEXTLINK Communications, Cl. A                                                                   11,800  (a)             413,738

Qwest Communications International                                                               87,465  (a)           4,515,381

SBC Communications                                                                              119,170                4,975,348

Southern                                                                                         14,400                  431,100

Sprint (FON Group)                                                                               74,100                2,482,350

Sprint   (PCS Group)                                                                             33,000  (a)           1,656,187

Telefonos de Mexico, Cl. L, ADS                                                                  20,200                1,099,637

                                                                                                     The Fund

STATEMENT OF INVESTMENTS (Unaudited) (CONTINUED)

COMMON STOCKS (CONTINUED)                                                                        Shares                Value ($)
------------------------------------------------------------------------------------------------------------------------------------

UTILITIES (CONTINUED)

WorldCom                                                                                        192,500  (a)           7,026,250

                                                                                                                      41,791,118

TOTAL COMMON STOCKS

   (cost $330,711,468)                                                                                               465,429,415
------------------------------------------------------------------------------------------------------------------------------------

                                                                                              Principal

SHORT-TERM INVESTMENTS--2.5%                                                                 Amount ($)                Value ($)
------------------------------------------------------------------------------------------------------------------------------------

U.S. TREASURY BILLS:

6.26%, 9/21/2000                                                                              3,556,000                3,542,665

6.06%, 11/16/2000                                                                               559,000                  551,800

6.12%, 11/30/2000                                                                             8,206,000                8,080,859

TOTAL SHORT--TERM INVESTMENTS

   (cost $12,175,930)                                                                                                 12,175,324
------------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS (cost $342,887,398)                                                            100.2%              477,604,739

LIABILITIES, LESS CASH AND RECEIVABLES                                                            (.2%)               (1,145,859)

NET ASSETS                                                                                       100.0%              476,458,880

(A) NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.


</TABLE>

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2000 (Unaudited)

                                                             Cost         Value
--------------------------------------------------------------------------------

ASSETS ($):

Investments in securities--See Statement of
Investments                                           342,887,398   477,604,739

Cash                                                                  4,433,437

Receivable for investment securities sold                             8,821,629

Dividends receivable                                                    510,492

Receivable for shares of Common Stock subscribed                        352,065

Prepaid expenses                                                         20,301

                                                                    491,742,663
--------------------------------------------------------------------------------

LIABILITIES ($):

Due to The Dreyfus Corporation and affiliates                           319,879

Payable for investment securities purchased                          14,859,522

Payable for shares of Common Stock redeemed                              26,704

Accrued expenses                                                         77,678

                                                                     15,283,783
--------------------------------------------------------------------------------

NET ASSETS ($)                                                      476,458,880
--------------------------------------------------------------------------------

COMPOSITION OF NET ASSETS ($):

Paid-in capital                                                     319,187,481

Accumulated undistributed investment income--net                        216,391

Accumulated net realized gain (loss) on investments                  22,337,667

Accumulated net unrealized appreciation (depreciation)
  on investments--Note 4(b)                                         134,717,341
--------------------------------------------------------------------------------

NET ASSETS ($)                                                      476,458,880
--------------------------------------------------------------------------------

SHARES OUTSTANDING

(100 million shares of $.001 par value Common Stock authorized)      41,129,398

NET ASSET VALUE, offering and redemption price per share ($)              11.58

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund

STATEMENT OF OPERATIONS

Six Months Ended August 31, 2000 (Unaudited)

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

INVESTMENT INCOME ($):

INCOME:

Cash dividends (net of $26,586 foreign taxes withheld at source)     2,137,656

Interest                                                               160,822

TOTAL INCOME                                                         2,298,478

EXPENSES:

Management fee--Note 3(a)                                            1,765,197

Shareholder servicing costs--Note 3(b)                                 443,317

Professional fees                                                       34,225

Custodian fees--Note 3(b)                                               30,653

Directors' fees and expenses--Note 3(c)                                 18,564

Prospectus and shareholders' reports                                    14,472

Registration fees                                                       11,584

Loan commitment fees--Note 2                                             2,386

Interest expense--Note 2                                                 1,577

Miscellaneous                                                            3,829

TOTAL EXPENSES                                                       2,325,804

INVESTMENT (LOSS)                                                     (27,326)
--------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NOTE 4 ($):

Net realized gain (loss) on investments                             24,143,004

Net realized gain (loss) on financial futures                         (449,893)

NET REALIZED GAIN (LOSS)                                            23,693,111

Net unrealized appreciation (depreciation) on investments              849,142

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS              24,542,253

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                24,514,927

SEE NOTES TO FINANCIAL STATEMENTS.


STATEMENT OF CHANGES IN NET ASSETS

                                         Six Months Ended

                                          August 31, 2000           Year Ended

                                              (Unaudited)    February 29, 2000
--------------------------------------------------------------------------------

OPERATIONS ($):

Investment income (loss)--net                    (27,326)              510,332

Net realized gain (loss) on investments        23,693,111           13,545,186

Net unrealized appreciation (depreciation)
   on investments                                 849,142           59,520,971

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                   24,514,927           73,576,489
--------------------------------------------------------------------------------

DIVIDENDS TO SHAREHOLDERS FROM ($):

Investment income--net                          (167,309)            (345,766)

Net realized gain on investments              (5,688,519)         (49,715,408)

TOTAL DIVIDENDS                               (5,855,828)         (50,061,174)
--------------------------------------------------------------------------------

CAPITAL STOCK TRANSACTIONS ($):

Net proceeds from shares sold                 157,037,039         388,258,284

Dividends reinvested                            5,664,913          48,371,887

Cost of shares redeemed                     (187,759,201)        (436,480,907)

INCREASE (DECREASE) IN NET ASSETS
   FROM CAPITAL STOCK TRANSACTIONS           (25,057,249)             149,264

TOTAL INCREASE (DECREASE) IN NET ASSETS       (6,398,150)          23,664,579
--------------------------------------------------------------------------------

NET ASSETS ($):

Beginning of Period                           482,857,030          459,192,451

END OF PERIOD                                 476,458,880          482,857,030

Undistributed investment income--net              216,391              411,026
--------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS (SHARES):

Shares sold                                    14,113,892           36,332,414

Shares issued for dividends reinvested            477,649            4,694,022

Shares redeemed                               (16,814,324)         (40,759,872)

NET INCREASE (DECREASE) IN SHARES OUTSTANDING  (2,222,783)             266,564

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS

The  following table describes the performance for the fiscal periods indicated.
Total return shows how much your investment in the fund would have increased (or
decreased)  during  each  period,  assuming you had reinvested all dividends and
distributions.  These  figures  have  been  derived  from  the  fund's financial
statements.

                                          Six Months Ended

                                           August 31, 2000                               Fiscal Year Ended February,
                                                                    ----------------------------------------------------------------

                                                (Unaudited)         2000          1999          1998           1997          1996
------------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA ($):

<S>                                                  <C>           <C>           <C>           <C>             <C>           <C>
Net asset value, beginning of period                 11.14         10.66         10.15         10.22           9.56          8.67

Investment Operations:

Investment income--net                                 .00(a,b)      .01           .07           .05            .10           .10

Net realized and unrealized
   gain (loss) on investments                          .58           1.65          .97          1.39           1.93          2.19

Total from Investment Operations                       .58           1.66         1.04          1.44           2.03          2.29

Distributions:

Dividends from investment income--net                   --           (.01)        (.07)         (.07)          (.09)         (.12)

Dividends from net realized
   gain on investments                                (.14)         (1.17)        (.46)        (1.22)         (1.28)        (1.26)

Dividends in excess of net realized
   gain on investments                                  --            --            --          (.22)           --           (.02)

Total Distributions                                  (.14)        (1.18)         (.53)         (1.51)        (1.37)        (1.40)

Net asset value, end of period                      11.58         11.14         10.66          10.15         10.22          9.56
------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (%)                                     5.18(c)      16.63         10.57          15.62         22.35         27.37
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA (%):

Ratio of expenses to average
   net assets                                         .49(c)       1.03          1.04          1.06           1.06          1.04

Ratio of net investment income (loss)
   to average net assets                             (.01)(c)       .11           .64           .50            .91           .91

Portfolio Turnover Rate                            101.77(c)      86.41        162.98        112.32         137.38        268.40
------------------------------------------------------------------------------------------------------------------------------------

Net Assets, end of period
   ($ x 1,000)                                     476,459      482,857       459,192       508,562        471,660       419,240

(A) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(B) AMOUNT REPRESENTS LESS THAN $.01 PER SHARE.

(C) NOT ANNUALIZED.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1--Significant Accounting Policies:

Dreyfus  Growth  Opportunity  Fund,  Inc.  (the  "fund") is registered under the
Investment  Company  Act  of  1940,  as  amended  (the  "Act"), as a diversified
open-end  management  investment  company. The fund's investment objective is to
provide  long-term  capital  growth consistent with the preservation of capital.
The Dreyfus Corporation (the "Manager") serves as the fund's investment adviser.
The  Manager  is a direct subsidiary of Mellon Bank, N.A. ("Mellon"), which is a
wholly-owned  subsidiary  of  Mellon  Financial Corporation. Effective March 22,
2000,  Dreyfus  Service  Corporation  (" DSC"), a wholly-owned subsidiary of the
Manager,  became  the  distributor  of  the fund's shares, which are sold to the
public  without  a  sales  charge.  Prior to March 22, 2000, Premier Mutual Fund
Services, Inc. was the distributor.

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. 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
                                                                        The Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

in the 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  and the difference between the amount 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  discounts  on  investments,  is recognized on the
accrual  basis.  Under the terms of the custody agreement, the fund received net
earnings  credits  of  $5,284  during  the period ended August 31, 2000 based on
available cash balances left on deposit. Income earned under this arrangement is
included in interest income.

(d)  Dividends  to shareholders: Dividends are recorded on the ex-dividend date.
Dividends  from  investment  income-net  and dividends from net realized capital
gain   are   normally  declared  and  paid  annually,  but  the  fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements  of  the Internal Revenue Code of 1986, as amended (the "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.

(e) 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 pro

visions  of  the 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:

The  fund  participates  with  other  Dreyfus-managed  funds  in  a $500 million
redemption  credit  facility  (the  "Facility" ) to be utilized for temporary or
emergency  purposes,  including  the  financing  of  redemptions.  In connection
therewith, the fund has agreed to pay commitment fees on its pro rata portion of
the  Facility.  Interest  is  charged  to  the fund at rates based on prevailing
market    rates    in    effect    at    the    time    of    borrowings.

The  average  daily  amount  of  borrowings  outstanding during the period ended
August  31,  2000  was  approximately  $45,400  with  a related weighted average
annualized interest rate of 6.90%.

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
that if in any full fiscal year the aggregate expenses of the fund, exclusive of
taxes,  brokerage  fees,  interest  on borrowings (which in the view of Stroock,
Stroock  & Lavan  LLP,  counsel to the fund, also includes loan commitment fees)
and  extraordinary  expenses,  exceed  1 1/2% of the average value of the fund's
average  daily net assets, the Manager will bear such excess expense. During the
period ended August 31, 2000, there was no expense reimbursement pursuant to the
Agreement.

(b)  Under  the Shareholder Services Plan, the fund reimburses DSC 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
                                                                        The Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

and  providing  reports  and  other  information,  and  services  related to the
maintenance  of  shareholder  accounts. During the period ended August 31, 2000,
the fund was charged $318,000 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  August  31,  2000,  the fund was charged $82,493 pursuant to the transfer
agency agreement.

The  fund  compensates  Mellon under a custody agreement for providing custodial
services  for  the  fund.  During the period ended August 31, 2000, the fund was
charged $30,653 pursuant to the custody agreement.

(c)  Each  Board  member also serves as a Board member of other funds within the
Dreyfus  complex  (collectively, the "Fund Group"). Each Board member who is not
an  "affiliated  person" as defined in the Act receives an annual fee of $40,000
and an attendance fee of $6,000 for each meeting attended and $500 for telephone
meetings.  These  fees  are  allocated  among  the  funds in the Fund Group. The
Chairman  of  the Board receives an additional 25% of such compensation. Subject
to  the  fund' s  Emeritus  Program  Guidelines, Emeritus Board members, if any,
receive  50%  of  the fund's annual retainer fee and per meeting fee paid at the
time the Board member achieves emeritus status.

NOTE 4--Securities Transactions:

(a)  The  aggregate  amount  of  purchases  and  sales of investment securities,
excluding  short-term  securities and financial futures, during the period ended
August 31, 2000, amounted to $471,240,419 and $500,144,378, respectively.


The  fund may invest in financial futures contracts in order to gain exposure to
or  protect against changes in the market. The fund is exposed to market risk as
a  result  of  changes  in  the  value  of the underlying financial instruments.
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 contracts 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. At August 31, 2000, there were no financial
futures contracts outstanding.

(b)  At  August 31, 2000, accumulated net unrealized appreciation on investments
was  $134,717,341,  consisting of $138,060,840 gross unrealized appreciation and
$3,343,499 gross unrealized depreciation.

At  August 31, 2000, 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).

                                                             The Fund

Notes

                                                           For More Information

                        Dreyfus Growth Opportunity 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

                      Distributor

                        Dreyfus Service Corporation

                        200 Park Avenue

                        New York, NY 10166

To obtain information:

BY TELEPHONE Call 1-800-645-6561

BY MAIL  Write to:  The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

BY E-MAIL  Send your request to [email protected]

ON THE INTERNET  Information can be viewed online or downloaded from:

http://www.dreyfus.com

(c) 2000 Dreyfus Service Corporation                                   018SA008









© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission