Independent Accountant's Report
To the Board of Directors
Dreyfus Growth and Income Fund, Inc.
We have examined management's assertion about
Dreyfus Growth and Income Fund, Inc.'s (the
"Company") compliance with the requirements of subsections
(b) and (c) of Rule 17f-2 of the Investment Company Act of
1940 ("the Act") as of April 30, 1999, with respect to securities
and similar investments reflected in the investment account of the
Company, included in the accompanying Management Statement
Regarding Compliance with Certain Provisions of the Investment
Company Act of 1940. Management is responsible for the
Company's compliance with those requirements. Our responsibility
is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and accordingly, included examining, on a
test basis, evidence about the Company's compliance with
those requirements and performing such other procedures
as we considered necessary in the circumstances. Included
among our procedures were the following tests performed
as of April 30, 1999, and with respect to
agreement of security and similar investments purchases
and sales, for the period from October 31, 1998
(the date of last examination) through April 30, 1999;
Count and inspection of all securities and similar investments
located in the vault of Mellon Bank in New York, without
prior notice to management;
Confirmation of all securities and similar investments held by
institutions in book entry form (i.e., the Federal Reserve Bank
of Boston, the Depository Trust Company and the Participant
Trust Company);
Reconciliation of confirmation results as to all such securities
and investments to the books and records of the Company and
Mellon Bank;
Confirmation of all repurchase agreements, if any, with
brokers/banks and agreement of underlying collateral with
Mellon Bank's records;
Agreement of investment purchases and sales or maturities since
our last examination from the books and records of the Company
to broker confirmations.
We believe that our examination provides a reasonable basis for our
opinion. Our examination does not provide a legal determination
on the Company's compliance with specified requirements.
In our opinion, management's assertion that
Dreyfus Growth and Income Fund, Inc. was
in compliance with the requirements of subsections
(b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of April 30, 1999 with respect to
securities and similar investments reflected in the
investment account of the Company is fairly stated,
in all material respects.
This report is intended solely for the information and use of
management of Dreyfus Growth and Income Fund, Inc.
and the Securities and Exchange Commission and should
not be used for any other purpose.
ERNST & YOUNG LLP
New York, New York
June 2, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-17f-2
Certificate of Accounting or Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CRF 270.17f-2]
1. Investment Company Act File Date examination
Number: completed:
811-6474 06/02/99
2. State Identification Number:
AL AK AZ AR CA CO
CT DE DC FL GA HI
ID IL IN IA KS KY
LA ME MD MA MI MN
MS MO MI NE NV NH
NJ NM NY NC ND OH
OK OR PA RI SC SD
TN TX UT VT VA WA
WV WI WY PUERTO
RICO
Other
Specify:
3. Exact name of investment company as specified in
registration
statement:
4. Address of principal executive office: (number, street, city,
state, zip code) 200 Park Avenue, 55th Floor , New York,
NY 10166
INSTRUCTIONS
The Form must be completed by investment companies that
have custody of securities or similar investments
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in
compliance with Rule 17f-2 under the Act and applicable
state law, examine securities and similar investments in the
custody of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange
Commission and appropriate state securities administrators
when filing the certificate of accounting required by Rule
17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange
Commissions's principal office in Washington D.C., one
copy with the regional office for the region in which the
investment company's principal business operations are
conducted, and one copy with the appropriate state
administrator(s), if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT
PUBLIC ACCOUNTANT
