DREYFUS WILSHIRE TARGET FUNDS INC, DEFS14A, 1996-04-23

DREYFUS WILSHIRE TARGET FUNDS INC
DEFS14A, 1996-04-23

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

DREYFUS-WILSHIRE TARGET FUNDS, INC.
(Name of Registrant as Specified In Its Charter)

JULIE A. TEDESCO, ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1

4) Proposed maximum aggregate value of transaction:

1 Set forth the amount on which the filing fee is calculated
and state how it was determined.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

DREYFUS-WILSHIRE TARGET FUNDS, INC.

Dear Dreyfus-Wilshire Target Funds, Inc. Investor:

We are writing to you in connection with the upcoming Special Meeting
of Shareholders of the Dreyfus-Wilshire Target Funds, Inc. (the "Company")
to be held on May 23, 1996. The attached Notice of Meeting and Proxy
Statement describe several proposals being submitted for your consider-
ation that can be divided into three broad categories:

* Corporate Governance: Proposals Nos. 1 and 4 involve the election of
the Board of Directors and the approval of the Company's independent
auditors;

* Consideration of a New Investment Advisory Agreement: Proposal No. 2
deals with an increase in the contractual investment advisory fees
of Wilshire Associates Incorporated ("Wilshire"), the investment ad-
viser to the Company's investment portfolios (the "Funds"). Proposal
2, however, will not change the way the Funds are managed, advised
or operated. We believe this fee increase is fair and reasonable
when compared with fees paid to other high-quality fund managers;
and

* Consideration of New Shareholder Service Arrangements: Proposal No.
3 concerns adopting a shareholder services plan pursuant to which
the Company will reimburse 440 Financial Distributors, Inc., a
wholly-owned subsidiary of First Data Investor Services Group, Inc.
("First Data"), annually up to 25 basis points for certain share-
holder services provided by securities dealers or other financial
intermediaries. Because the new shareholder services plan will re-
place the previous shareholder servicing plan, pursuant to which the
Funds each pay up to 25 basis points for shareholder services, this
change should not result in increased fees to the Funds or their re-
spective shareholders when compared to recent levels.

The Company's Board of Directors carefully considered these matters
and has unanimously recommended that you approve them. If you have any
questions after reading the enclosed proxy materials, please call the Com-
pany at 1-800-645-6561.

We urge you to return your proxy card without delay. We greatly appre-
ciate your continuing support of the Dreyfus-Wilshire Target Funds, Inc.

Sincerely yours,

/s/ Thomas D. Stevens

THOMAS D. STEVENS
Chairman of the Board

DREYFUS-WILSHIRE TARGET FUNDS, INC.

200 PARK AVENUE
NEW YORK, NEW YORK 10166

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 23, 1996

To the Shareholders of
DREYFUS-WILSHIRE TARGET FUNDS, INC.:

Notice is hereby given that a Special Meeting of Shareholders of
Dreyfus-Wilshire Target Funds, Inc., a Maryland corporation (the "Com-
pany"), will be held at the offices of Ropes & Gray, One Franklin Square,
1301 K Street, N.W., Suite 800 East, Washington, D.C. 20005-3333, on May
23, 1996, at noon, for the following purposes:

1. To elect five (5) Directors of the Company (PROPOSAL 1)

2. To approve or disapprove a proposed new investment advisory agree-
ment for each Fund with Wilshire Associates Incorporated, each
Fund's Investment Adviser. (PROPOSAL 2)

3. To approve or disapprove a proposed new shareholder services plan
for each Fund adopted pursuant to Rule 12b-1. (PROPOSAL 3)

4. To ratify or reject the selection of Coopers & Lybrand L.L.P. as
the independent public accountants being employed by the Company
for the fiscal year ending August 31, 1996. (PROPOSAL 4)

5. To consider and vote upon such other matters as may come before
said meeting or any adjournment thereof.

These Proposals are discussed in greater detail in the attached Proxy
Statement.

The close of business on April 10, 1996 has been fixed as the record
date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting and any adjournments thereof.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
WE ASK THAT YOU PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RE-
TURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF
MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE PROPER EXE-
CUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.

By Order of the Board of Directors

JULIE A. TEDESCO
Assistant Secretary

April 18, 1996

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assis-
tance to you and avoid the time and expense to the Company involved in
validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registra-
tion on the proxy card.

3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form
of registration. For example:

<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE

<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

COMPANY ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78

CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith, Jr.
(2) John B. Smith John B. Smith, Jr., Executor
</TABLE>

DREYFUS-WILSHIRE TARGET FUNDS, INC.

200 PARK AVENUE
NEW YORK, NEW YORK 10166

SPECIAL MEETING OF SHAREHOLDERS

MAY 23, 1996

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Dreyfus-Wilshire
Target Funds, Inc. (the "Company") for use at a Special Meeting of Share-
holders of the Company to be held on May 23, 1996, at noon at the offices
of Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C. 20005-3333, and at any adjournments thereof (the "Meet-
ing"). The Company is comprised of Large Company Growth Portfolio, Large
Company Value Portfolio, Small Company Growth Portfolio and Small Company
Value Portfolio (each, a "Fund" and collectively, the "Funds"). A Notice
of Special Meeting of Shareholders and a proxy card accompany this Proxy
Statement.

SUMMARY OF PROPOSALS

The table set forth below lists each proposal contained in the Proxy
Statement and indicates whether the proposal must be approved by the
shareholders of the Company taken as a whole, or by the shareholders of
each individual Fund.

PROPOSAL REQUIRED
NUMBER PROPOSAL SUMMARY APPROVAL
<S> <C> <C>
Proposal 1 Election of five (5) Directors of the Company. Company

Proposal 2 Approval or disapproval of a new investment advisory Each Fund
agreement between the Company, on behalf of each Fund,
and Wilshire Associates Incorporated ("Wilshire
Associates"), each Fund's investment adviser.

Proposal 3 Approval or disapproval of a shareholder services plan Each Fund
pursuant to Rule 12b-1.

Proposal 4 Approval or disapproval of the selection of Coopers & Company
Lybrand L.L.P. as the Company's independent public
accountants for the fiscal year ending August 31, 1996.
</TABLE>

PROPOSAL 1. TO ELECT FIVE (5) DIRECTORS OF THE COMPANY

At the Meeting, shareholders will be asked to elect five (5) Direc-
tors. Each of the nominees listed below has consented to serve as a Direc-
tor of the Company if elected at the Meeting. If a designated nominee de-
clines or otherwise becomes unavailable for election, however, the proxy
confers discretionary power on the persons named therein to vote in favor
of a substitute nominee or nominees. Ms. Wexler has served as a Director
since September 21, 1992. Messrs. Bowman and Stevens have served as Direc-
tors since April 1, 1996 and Messrs. Carre and Raab have not yet been
elected to serve as Directors of the Company. Messrs. Bowman and Carre
were nominated by those Directors then in office who were not "interested
persons" of the Company.

Set forth below is a list of the nominees together with certain other
information.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITION WITH THE COMPANY, AND % BENEFICIALLY
PRINCIPAL OCCUPATION, OTHER DIRECTORSHIPS** OWNED*** AS OF
DURING THE PAST FIVE YEARS, ADDRESS AND AGE MARCH 15, 1996
<S> <C>
DEWITT F. BOWMAN .............................................................. 0
Since February 1994, Pension Investment Consultant providing advice
on large pension fund investment strategy, new product evaluation and
integration, and large plan investment analysis and management. For more
than four years prior thereto, he was Chief Investment Officer of the California
Public Employees Retirement System. He currently serves as a director of the
RREEF America REIT, RCM Equity Funds, Inc. and Brandes Investment Trust, and
as a trustee of the Pacific Gas and Electric Co. Nuclear Decommissioning Trust.
His address is c/o Pension Fund Consulting, 79 Eucalyptus Knoll, Mill Valley, California,
94941 and he is 65 years old.

PETER J. CARRE ................................................................ 0
Attorney, Peter Carre and Associates, Law Offices, since 1982. He practices
law in the areas of ERISA and investments. His address is c/o Peter Carre and
Associates, Law Offices, 815 Connecticut Avenue, N.W., Washington, D.C. 20006
and he is 48 years old.

*ROBERT J. RAAB, JR. .......................................................... 0
Senior Vice President and Principal of Wilshire Associates. He is head of Wilshire
Associates' Institutional Services Division and is responsible for Wilshire Equity,
Fixed Income, Index Fund and Portfolio Accounting products. His address is 1299
Ocean Avenue, Suite 700, Santa Monica, California 90401 and he is 46 years old.

*THOMAS D. STEVENS ............................................................ 0
Chairman of the Board of Directors of the Company. Senior Vice President and Principal
of Wilshire Associates and Chief Investment Officer of Wilshire Asset Management,
a provider of index and structured equity and fixed income applications. His address
is 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401 and he is 46 years
old.
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITION WITH THE COMPANY, AND % BENEFICIALLY
PRINCIPAL OCCUPATION, OTHER DIRECTORSHIPS** OWNED*** AS OF
DURING THE PAST FIVE YEARS, ADDRESS AND AGE MARCH 15, 1996
<S> <C>
ANNE L. WEXLER ................................................................ 0
Chairman of the Wexler Group, consultants specializing in government relations and
public affairs. Director of Alumax, Comcast Corporation, The New England Electric
System, Nova Corporation and sixteen (16) mutual funds in the Dreyfus mutual fund
family. Member of the Board of the Carter Center of Emory University, the Council
of Foreign Relations, the National Park Foundation, the Visiting Committee of the
John F. Kennedy School of Government at Harvard University and the Board of Visitors
of the University of Maryland School of Public Affairs. Her address is c/o The
Wexler Group, 1317 F Street N.W., Suite 600, Washington, D.C. 20004 and she is 66 years old.

</TABLE>

* "Interested person" of the Company, as defined in the Investment Com-
pany Act of 1940 , as amended (the "1940 Act"), by virtue of his
posi-tion as an officer or director of the Company's investment adviser, or
one of its affiliates.

** Directorships, general partnerships or trusteeships of companies that
are required to report to the Securities and Exchange Commission (the
"SEC") other than registered investment companies.

*** For this purpose, "beneficial ownership" is defined under Section
13(d) of the Securities Exchange Act of 1934. The information as to
beneficial ownership is based upon information furnished to the Com-
pany by the nominees.

The following officers of the Company will serve in that capacity
until their resignation or removal. The business address of Ms. Tedesco
and Ms. Hogan is One Exchange Place, Boston, Massachusetts 02109. The
business address of all other officers is 200 Park Avenue, New York, New
York 10166.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITION WITH THE COMPANY, AND % BENEFICIALLY
PRINCIPAL OCCUPATION, OTHER DIRECTORSHIPS* OWNED** AS OF
DURING THE PAST FIVE YEARS, ADDRESS AND AGE MARCH 15, 1996
<S> <C>
MARIE E. CONNOLLY ............................................................. 0
President and Treasurer. President and Chief Operating Officer and a Director of
Premier Mutual Fund Services, Inc. ("Premier") and an officer of other investment
companies advised or administered by The Dreyfus Corporation ("Dreyfus"). From December
1991 to July 1994, she was President and Chief Compliance Officer of Funds Distributor,
Inc., the ultimate parent company of which is Boston Institutional Group, Inc.
Prior to December 1991, she served as Vice President and Controller, and later
as Senior Vice President, of The Boston Company Advisers, Inc. She is 38 years
old.
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITION WITH THE COMPANY, AND % BENEFICIALLY
PRINCIPAL OCCUPATION, OTHER DIRECTORSHIPS* OWNED** AS OF
DURING THE PAST FIVE YEARS, ADDRESS AND AGE MARCH 15, 1996
<S> <C>
JOHN E. PELLETIER ............................................................. 0
Vice President and Secretary. Senior Vice President, General Counsel, Secretary
and Clerk of Premier and an officer of other investment companies advised or administered
by Dreyfus. From February 1992 to July 1994, he served as Counsel for The Boston
Company Advisors, Inc. From August 1990 to February 1992, he was employed as an
associate at Ropes & Gray. He is 31 years old.

ERIC B. FISCHMAN .............................................................. 0
Vice President and Assistant Secretary. Associate General Counsel of Premier and
an officer of other investment companies advised or administered by Dreyfus. From
September 1992 to August 1994, he was an attorney with the Board of Governors of
the Federal Reserve System. He is 31 years old.

ELIZABETH BACHMAN ............................................................. 0
Vice President and Assistant Secretary. Vice President and Counsel of Premier and
an officer of other investment companies advised or administered by Dreyfus. She
is 26 years old.

THERESE M. HOGAN .............................................................. 0
Vice President and Assistant Secretary. Since June 1994, Manager of
the State Regulation Department with First Data Invest
or Services Group, Inc. ("First Data") and an officer of other investment
companies administered by First Data. From October 1993
to June 1994, she was a Senior Legal Assistant at Palmer & Dodge,
Boston, Massachusetts. For more than 8 years prior thereto, she was a
Blue Sky Paralegal at Robinson & Cole in Hartford, Connecticut. She
is 34 years old.

JULIE A. TEDESCO .............................................................. 0
Vice President and Assistant Secretary. Counsel with First Data and an officer
of other investment companies administered by First Data. From July 1992 to May
1994, she served as Assistant Vice President and Counsel for The Boston Company
Advisors, Inc. From September 1988 to July 1992, she was employed as an associate
at Hutchins, Wheeler & Dittmar. She is 38 years old.

JOSEPH F. TOWER, III .......................................................... 0
Assistant Treasurer. Senior Vice President, Treasurer and Chief Financial Officer
of Premier and an officer of other investment companies advised or administered
by Dreyfus. From July 1988 to August 1994, he was employed by The Boston Company,
Inc. where he held various management positions in the Corporate Finance and Treasury
areas. He is 33 years old.
</TABLE>

MARGARET M. PARDO ............................................................. 0
Assistant Secretary. Legal Assistant with Premier and an officer of other investment
companies advised or administered by Dreyfus. From June 1992 to April 1995, she
was a Medical Coordination Officer at ORBIS International. Prior to June 1992,
she worked as Program Coordinator at Physicians World Communications Group. She
is 27 years old.
</TABLE>

* Directorships, general partnerships or trusteeships of companies that
are required to report to the SEC other than registered investment com-
panies.

** For this purpose, "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934. The information as to benefi-
cial ownership is based upon information furnished to the Company by
the nominees.

Because the principal employment of all officers other than Mses.
Hogan and Tedesco is with Premier, it is expected that all of the officers
listed above, other than Mses. Hogan and Tedesco, will resign upon the
termination of Premier's distribution agreement with the Company and that
certain individuals employed by Wilshire Associates and First Data will be
elected to fill the vacancies created.

No officer, director, or employee of Wilshire Associates, Dreyfus,
Premier or First Data, or any of their parents or subsidiaries, receives
any compensation from the Company for serving as an officer or Director of
the Company. The Company pays each Director who is not an officer, direc-
tor or employee of Wilshire Associates, Dreyfus, Premier or First Data, or
any of their affiliates, $3,000 per annum plus $2,500 per meeting attended
and reimburses them for travel and out-of-pocket expenses. The aggregate
remuneration paid to Directors by the Company for the fiscal year ended
August 31, 1995 amounted to $21,728 (including reimbursement for travel
and out-of-pocket expenses).

The table below shows the compensation paid to each Director by the
Company for the fiscal year ended August 31, 1995, and by all other funds
in the Dreyfus Family of Funds for the year ended December 31, 1995. The
amounts listed below do not include reimbursed expenses for attending
Board meetings, which amounted to $598 for all Directors as a group.
Messrs. DiMartino, Meyers, Szarkowski and Feldman resigned from the Board
on April 1, 1996.

COMPENSATION TABLE

NAME OF PERSON
POSITION
PENSION OR ESTIMATED
RETIREMENT ANNUAL TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED AS BENEFITS FROM THE COMPANY
COMPENSATION PART OF COMPANY UPON AND FUND COMPLEX
FROM THE COMPANY EXPENSES RETIREMENT PAID TO DIRECTORS**
<S> <C> <C> <C> <C>
*JOSEPH DIMARTINO ............ $3,630 $0 N/A $448,618***(94)
Chairman of the Board

*DAVID P. FELDMAN ............ $4,000 $0 N/A $113,783(28)
Director

JACK R. MEYERS .............. $4,500 $0 N/A $21,125(5)
Director

JOHN SZARKOWSKI ............. $4,500 $0 N/A $21,625(5)
Director

ANNE L. WEXLER .............. $4,500 $0 N/A $62,201(18)
Director
</TABLE>

* "Interested person" of the Company, as defined in the 1940 Act, by vir-
tue of his position as an officer or director of the Funds' investment
adviser, or one of its affiliates.

** Represents the total compensation paid to such persons by all invest-
ment companies (including the Company) from which such person received
compensation that are considered part of the same "fund complex" as the
Company because they have common or affiliated investment advisers or
administrators. The parenthetical number represents the number of such
investment companies, including the Company. Amounts are rounded to the
nearest dollar.

The Board has a Nominating Committee which is responsible for select-
ing nominees for election as "non-interested" Directors. This committee
consists of all of the Company's "non-interested" Directors. The Nominat-
ing Committee did not meet during the fiscal year ended August 31, 1995.
The Board has no standing Executive Committee or Audit Committee. The
Board met five times during the fiscal year ended August 31, 1995 and each
Director attended at least 75% of the aggregate of the total number of
Board Meetings and the total number of meetings held by Board Committees
on which he or she served.

REQUIRED VOTE

In the election of Directors of the Company, those candidates receiv-
ing the highest number of votes cast at the Meeting if a quorum is present
shall be elected to the five positions.

PROPOSAL 2. TO APPROVE OR DISAPPROVE A PROPOSED NEW INVESTMENT ADVISORY
AGREEMENT

At the Meeting, shareholders of each Fund will be asked to approve a
new investment advisory agreement between the Company, on behalf of the
Funds, and Wilshire Associates, the Funds' investment adviser (Wilshire
Associates in such capacity is sometimes referred to as the "Adviser").

At a meeting of the Board of Directors held on April 1, 1996, the Di-
rectors, including all Directors who are not "interested persons" of the
Company or Wilshire Associates, unanimously approved and voted to recom-
mend that the shareholders of each Fund terminate the Company's old in-
vestment

advisory agreement with Wilshire Associates (the "Old Agreement") as it
relates to such Fund and adopt a new investment advisory agreement with
Wilshire Associates (the "New Agreement"). A copy of the form of the New
Agreement is attached hereto as Exhibit A. Under the New Agreement, there
will be an increase in the annual advisory fee from .10 of 1% to .25 of 1%
of the value of each Fund's average daily net assets.

BACKGROUND

Wilshire Associates has informed the Board that, in connection with
other recent changes in the affairs of the Company, Wilshire Associates
undertook a general review of certain of the business needs of the Company
and of Wilshire Associates' relationship with the Company. As a result of
this process, Wilshire Associates determined to recommend certain changes
in the affairs of the Company. Of the various changes which have been con-
sidered and approved by the Board, two of such changes require shareholder
action: approval of the New Agreement (this Proposal No. 2) and adoption
of the Shareholder Services Plan (Proposal No. 3).

OLD AGREEMENT

Pursuant to the Old Agreement, subject to the supervision and approval
of the Board, Wilshire Associates provides investment management to each
Fund in accordance with such Fund's investment objectives and policies as
stated in the Fund's Prospectus and Statement of Additional Information as
from time to time in effect. In connection therewith, the Adviser will su-
pervise each Fund's investments and, if appropriate, the sale and rein-
vestment of the Funds' assets. The Adviser will also supply office facili-
ties, data processing services, clerical, and internal executive services
and stationery and office supplies; make available information necessary
to prepare reports to each Fund's shareholders, tax returns, reports to
and filings with the SEC and state securities authorities; and generally
assist in all aspects of the Funds' operations. Under the Old Agreement,
Wilshire Associates is entitled to receive an annual investment advisory
fee equal to .10 of 1% of each Fund's average daily net assets, which is
computed daily and paid monthly. Under the Old Agreement and the Company's
administration agreement with Dreyfus, if in any fiscal year the aggregate
annual expenses of the Fund (including fees pursuant to the Old Agreement
and the administration agreement, but excluding interest, taxes,
brokerage
and, with the prior written consent of the necessary state securities com-
missions, extraordinary expenses) exceed the expense limitations of any
state having jurisdiction over the Fund, the Fund may deduct from the fees
to be paid to Wilshire Associates and Dreyfus, to the extent required by
state law, such excess expense in proportion to their advisory and admin-
istration fees otherwise payable for the fiscal year by the Fund.
Wilshire
Associates' obligation with respect to each Fund under the expense
limita-
tion provision of the Old Agreement between it and the Company is limited
to the amount of its investment advisory fees otherwise payable by such
Fund under that agreement.

The Old Agreement was initially approved by the Board of Directors on
August 12, 1992 and its renewal was most recently approved by the Board at
a meeting held on April 1, 1996. On September 21, 1992 the Old Agreement
was submitted to and approved by the Fund's shareholders. The Old Agree-
ment terminates on its annual reapproval date unless renewed by vote of a
majority of the Board, including a majority of Directors who are not "in-
terested persons" of the Company or

Wilshire Associates, cast in person at a meeting called for the purpose of
voting on such renewal. The Old Agreement terminates if assigned (as defined
in the 1940 Act) and may be terminated without penalty by the Company by vote
of its Board of Directors or a majority of its outstanding voting
securities
upon 60 days' notice or by the Adviser upon not less than 90 days' notice.

NEW AGREEMENT

The terms and conditions of the New Agreement, and the services to be
provided by Wilshire Associates under the New Agreement, are
substantially
the same as under the Old Agreement, with the exception of a proposed in-
crease in the investment advisory fee payable under the New Agreement.
Under the New Agreement, Wilshire Associates would be entitled to receive
an annual investment advisory fee equal to .25 of 1% of each Fund's aver-
age daily net assets. The New Agreement also includes a fifteen month ex-
pense limitation provision (the "Fifteen-Month Limitation"). For the three
month period from June 1, 1996 through August 31, 1996 and the fiscal year
September 1, 1996 through August 31, 1997, Wilshire Associates has agreed
that, if the aggregate operating expenses of any Fund (exclusive of inter-
est, taxes, brokerage, Rule 12b-1 fees and extraordinary expenses) for
such period exceed the annual rate specified in the following table for
such Fund, the investment advisory fee otherwise payable for that period
by the Fund under the New Agreement will be reduced by the amount of the
excess, but not below an annual fee rate of .10 of 1% of such Fund's aver-
age daily net assets.

<TABLE>
<CAPTION>
FUND ANNUAL RATE(%)
<S> <C>
Large Company Growth Portfolio .80%
Large Company Value Portfolio .77%
Small Company Growth Portfolio .91%
Small Company Value Portfolio .66%
</TABLE>

In addition, under the New Agreement and the Company's new administra-
tion agreement with First Data, if in any fiscal year the aggregate annual
expenses of the Fund (including fees pursuant to the New Agreement and the
administration agreement, but excluding interest, taxes, brokerage, any
Rule 12b-1 plan expenses and extraordinary expenses) exceed the expense
limitations of any state in which shares of the Fund are qualified for
offer and sale, the Fund may deduct from the fees to be paid to Wilshire
Associates and First Data, to the extent required by state law, such ex-
cess expense in proportion to their advisory and administration fees oth-
erwise payable for the fiscal year by the Fund. Wilshire Associates' obli-
gation with respect to each Fund under the expense limitation
provision of
the New Agreement is limited to the amount of its investment advisory fees
otherwise payable by such Fund under that agreement.

The New Agreement will have an initial term of two years and thereaf-
ter will terminate automatically annually unless renewed by vote of a ma-
jority of the Board, including a majority of Directors who are not "inter-
ested persons" of the Company or Wilshire Associates, cast in person at a
meeting called for the purpose of voting on such renewal. The New Agree-
ment will terminate if assigned (as defined in the 1940 Act) and may be
terminated without penalty by the Company by vote of its Board or a major-
ity of its outstanding voting securities upon 60 days' notice or by the
Adviser upon not less than 90 days' notice.

For the fiscal year ended August 31, 1995, Large Company Growth
Port-
folio, Large Company Value Portfolio, Small Company Growth
Portfolio and
Small Company Value Portfolio paid to Wilshire Associates investment advi-
sory fees of $13,162, $13,764, $13,435 and $21,065, respectively, after
giving effect to a temporary waiver in effect until November 7, 1994 (the
"Expired Waiver"). The fees represented an effective advisory fee rate of
.08 of 1% for the Small Company Value Portfolio and .09 of 1% for each of
the other Funds. Without such Expired Waiver, Large Company
Growth Portfo-
lio, Large Company Value Portfolio, Small Company Growth
Portfolio and
Small Company Value Portfolio would have paid investment advisory fees of
$14,834, $15,835, $15,630 and $25,210, respectively. Giving effect to
the
Fifteen-Month Limitation on the expenses of each Fund under the New Agree-
ment, the amounts paid under the New Agreement would have been substan-
tially the same as the amounts which would have been paid under the Exist-
ing Agreement without the Expired Waiver. The table below sets forth the
amounts that were paid or that would have been paid for the fiscal year
ended August 31, 1995 with respect to each Fund , both with and without the
Expired Waiver.

OLD AGREEMENT

<TABLE>
<CAPTION>
OPERATING EXPENSES
WITH WITHOUT (% RATE)
FUND EXPIRED WAIVER EXPIRED WAIVER WITHOUT EXPIRED
WAIVER
<S> <C> <C> <C>
Large Company Growth $13,162 $14,834 1.05%
Large Company Value $13,764 $15,835 1.02%
Small Company Growth $13,435 $15,630 1.16%
Small Company Value $21,065 $25,210 0.91%
</TABLE>

NEW AGREEMENT

<TABLE>
<CAPTION>
WITHOUT GIVING EFFECT TO INCLUDING
FIFTEEN-MONTH LIMITATION FIFTEEN-MONTH
LIMITATION
OPERATING OPERATING
EXPENSES EXPENSES
(% RATE) (% RATE)
WITH WITHOUT WITHOUT WITHOUT WITHOUT
FUND EXPIRED EXPIRED EXPIRED EXPIRED EXPIRED
WAIVER WAIVER WAIVER WAIVER WAIVER
<S> <C> <C> <C> <C> <C>
Large Company Growth $32,905 $37,084 1.20% $14,834 1.05%
Large Company Value $34,410 $39,586 1.17% $15,835 1.02%
Small Company Growth $33,588 $39,075 1.31% $15,630 1.16%
Small Company Value $52,663 $63,026 1.06% $25,210 0.91%
</TABLE>

With the Expired Waiver and without giving effect to the
Fifteen-Month
Limitation, had the proposed fee been in effect for the fiscal year ended
August 31, 1995, there would have been a 150% increase in the actual advi-
sory fee paid. Without the Expired Waiver and without giving effect
to the
Fifteen-Month Limitation, the percentage increase would have been 150%.
Including the Fifteen-Month Limitation, had the proposed fee been in ef-
fect there would have been no increase in the advisory fee paid.

If approved, the New Agreement will become effective on May 31, 1996
(or on the date of approval if approved after that date) and will continue
in effect until May 31, 1998, and thereafter will continue from year to
year subject to annual approval by the Board in the same manner as the Old
Agreement.

FACTORS CONSIDERED BY THE DIRECTORS

At a meeting held on April 1, 1996, the Directors determined that the
terms of the New Agreement are fair and reasonable and that approval of
the New Agreement on behalf of each Fund is in the best interests of such
Fund. The Directors considered a number of factors in deciding to approve
an increase in investment advisory fees payable to the Adviser. A repre-
sentative of Wilshire Associates was present to respond to questions from
the Board. The Directors requested, and were provided, substantial infor-
mation regarding Wilshire Associates and the Funds' performance and fees
compared to other similar mutual funds.

The Board considered the business organization, investment management
experience, financial resources and personnel of Wilshire Associates. The
Directors noted the competition for talented investment personnel and the
highly satisfactory advisory services provided by the Adviser. Wilshire
Associates informed the Board that in Wilshire Associates' judgment, main-
taining competitive advisory fees will, over the longer term, enable it to
continue to provide high-quality management services to the Funds.

The Directors compared the investment advisory fees payable by each
Fund under the New Agreement together with other fees and expenses of the
Funds with those of funds with similar investment objectives and policies
managed by other investment advisers. In recommending shareholder approval
of the New Agreement, the Board considered information indicating that the
advisory fees payable under the Old Agreement are generally lower than
those of comparable funds and that even with the fee increase proposed
under the New Agreement, the Funds' advisory fees would not exceed those
of many comparable funds.

The Funds' performance was another factor considered by the Board. The
Board compared the past performance of each Fund with the performance of
similar funds advised by other investment managers, with various indices
and with industry standards. The Board determined that performance of the
Funds while under the Adviser's management was highly competitive when
compared to the performance of other similar funds. In addition, the Di-
rectors considered the information provided by Wilshire Associates regard-
ing the profitability of its current and proposed advisory fee arrange-
ments with each Fund.

After consideration of the factors stated above, the Board concluded
that (i) the advisory services provided by Wilshire Associates to the
Funds are of high quality and Wilshire Associates should be encouraged to,
and be compensated to, retain its management personnel; (ii) each Fund's
performance under the Adviser's management is highly competitive when com-
pared to that of other similar funds; (iii) the advisory fees payable
under the New Agreement are generally comparable to, or lower than, advi-
sory fees paid by similar funds; and (iv) the profitability to Wilshire
Associates in providing investment services to the Funds is acceptable.
Accordingly, the Board recommends that shareholders vote for the approval
of the New Agreement.

INFORMATION REGARDING THE ADVISER

Wilshire Associates is located at 1299 Ocean Avenue, Santa Monica,
California 90401-1085. Wilshire Associates has served as investment ad-
viser since the Company's inception on September 30, 1992. Wilshire Asso-
ciates is controlled by Mr. Dennis Tito, who owned 70% of its outstanding
stock as of February 29, 1996. The names, positions with Wilshire Associ-
ates and principal occupations of the principal executive officer and di-
rectors of Wilshire Associates are set forth in the following table. Mr.
Hammer's address is 230 Park Avenue, Suite 815, New York, New York 10169.
The address of all other persons named below is 1299 Ocean Avenue, Santa
Monica, California 90401.

<TABLE>
<CAPTION>
NAME POSITION WITH THE ADVISER PRINCIPAL OCCUPATION
<S> <C> <C>
Dennis A. Tito Chairman of the Board of Directors, Same
President and Chief Executive Officer
Gilbert Hammer Director and Senior Vice President Same
Robert J. Raab, Jr. Director and Senior Vice President Same
Thomas D. Stevens Director and Senior Vice President Same
Stephen L. Nesbitt Director and Senior Vice President Same
Rosalind M. Hewsenian Director and Vice President Same
Robert C. Kuberek Director and Vice President Same
Howard M. Yata Director and Vice President Same
Cecilia I. Loo Director and Vice President Same
Alan L. Manning Vice President, General Counsel and
Secretary Same
San Slawson Vice President and Treasurer Same
</TABLE>

The following tables compare the costs and expenses that a current
shareholder can expect to incur as an investor in each Fund under the Old
Agreement to the costs and expenses under the New Agreement. These tables
are based on annual operating expenses for the fiscal year ended August
31, 1995, adjusted to reflect the fee schedule under the Company's new ad-
ministration agreement and the replacement of its present shareholder ser-
vices plan with The Dreyfus Corporation with the proposed shareholder ser-
vices plan described in Proposal 3 below, but the tables do not reflect
any fee waivers or expense reimbursement arrangements that may be in ef-
fect.

LARGE COMPANY GROWTH PORTFOLIO

<TABLE>
<CAPTION>
CURRENT FEES PROPOSED FEES
<S> <C> <C>
ANNUAL OPERATING EXPENSES
(as a percentage of average daily net assets)
Advisory Fees .10% .25%
Rule 12b-1 fees .25% .25%
Other Expenses -- including Administration Fees .67% .67%

Total Fund Operating Expenses 1.02% 1.17%
</TABLE>

LARGE COMPANY VALUE PORTFOLIO

Total Fund Operating Expenses .97% 1.12%
</TABLE>

SMALL COMPANY GROWTH PORTFOLIO

Total Fund Operating Expenses 1.11% 1.26%
</TABLE>

SMALL COMPANY VALUE PORTFOLIO

Total Fund Operating Expenses .86% 1.01%
</TABLE>

Example: Based on the expense ratios set forth in the table above, an in-
vestor would pay the following expenses on a $1,000 investment (1) assum-
ing a 5% annual return, (2) assuming redemption at the end of each time
period with respect to the classes listed and (3) disregarding any fee
waivers.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED
FEES FEES FEES FEES FEES FEES FEES FEES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Large Company
Growth Portfolio $10 $12 $32 $37 $56 $64 $125 $ 142

Large Company Value
Portfolio $10 $11 $31 $36 $54 $62 $119 $ 136

Small Company Growth
Portfolio $11 $13 $35 $40 $61 $69 $135 $ 152

Small Company Value
Portfolio $ 9 $10 $27 $32 $48 $56 $106 $124
</TABLE>

REQUIRED VOTE

Approval of the New Agreement with respect to each Fund will require
the affirmative vote of a "majority of the outstanding voting securities"
of such Fund, which for this purpose means the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund or (2)
67% or more of the shares of the Fund present at the Meeting if more than
50% of the outstanding shares of the Fund are represented at the Meeting
in person or by proxy. If shareholder approval of the New Agreement is not
obtained by a Fund, Wilshire Associates will continue to act as investment
adviser to the Fund pursuant to the Old Agreement under the terms of the
Old Agreement.

PROPOSAL 3. TO APPROVE OR DISAPPROVE A PROPOSED SHAREHOLDER SERVICES PLAN

At the Meeting, shareholders of each Fund will be asked to approve a
shareholder services plan (the "12b-1 Plan") adopted pursuant to Rule
12b-1 under the 1940 Act with respect to the only currently existing class
of shares of each Fund (which the Board has designated the "Investment
Class" of shares in anticipation of the future issuance of other classes
of shares of the Funds). At a meeting of the Board held on April 1, 1996,
the Directors, including all Directors who are not "interested persons" of
the Company, First Data or 440 Financial Distributors, Inc. (the "Distrib-
utor"), a wholly-owned subsidiary of First Data which will become the Com-
pany's distributor on May 31, 1996, unanimously approved and voted to (1)
recommend that the shareholders of each Fund adopt the 12b-1 Plan and (2)
terminate the Company's existing Shareholder Services Plan (the "Previous
Services Plan"). A copy of the form of 12b-1 Plan is attached hereto as
Exhibit B. Under the 12b-1 Plan, the maximum amount payable by each Fund
for shareholder servicing and distribution services will be no greater
than the maximum amount payable by such Fund for shareholder servicing
under the Previous Services Plan. The actual annual amount paid by a Fund
under the 12b-1 Plan may be higher or lower than that paid under the Pre-
vious Services Plan.

PREVIOUS SERVICES PLAN

Pursuant to the Previous Services Plan, each Fund reimbursed Dreyfus
Service Corporation, a wholly owned subsidiary of Dreyfus, an amount not
to exceed an annual rate of .25 of 1% of the value of each Fund's
average
daily net assets for certain allocated expenses of providing personal ser-
vices relating to shareholder accounts, such as answering shareholder in-
quiries regarding the Funds and providing reports and other information,
and services related to the maintenance of shareholder accounts.

Under the Previous Services Plan, during the fiscal year ended August
31, 1995, the Large Company Growth Portfolio, the Large Company Value
Portfolio, the Small Company Growth Portfolio and the Small Company Value
Portfolio paid $34,200, $39,503, $38,741 and $62,831, respectively.

The Previous Services Plan was initially approved by the Board on Au-
gust 11, 1993 and its renewal most recently approved by the Board at a
meeting held on April 1, 1996. The Previous Services Plan is renewable by
vote of (i) a majority of the Board and (ii) a majority of Directors who
are not "interested persons" of the Company and who have no direct or in-
direct financial interest in the operation of the Previous Services Plan
or any agreements related to it. The Previous Services Plan is terminable
at any time by vote of a majority of those Directors described in clause
(ii) in the immediately preceding sentence. The Previous Services Plan was
not adopted under Rule 12b-1 and did not require shareholder approval.

12B-1 PLAN

The 12b-1 Plan provides that each Fund will reimburse the Distributor
at an annual rate of up to 0.25 of 1% of the average daily net assets of
each Fund attributable to its Investment Class shares for certain share-
holder services provided by securities dealers or other financial interme-
diaries.

The 12b-1 Plan will continue in effect after the first anniversary of
its effective date only so long as such continuance is approved at least
annually by vote of a majority of the Board, including a majority of Di-
rectors who are not "interested persons" of the Company, First Data or the
Distributor, cast in person at a meeting called for the purpose of voting
on such continuance. The 12b-1 Plan may be terminated without penalty by
vote of a majority of Directors who are not interested persons or a major-
ity of the outstanding Investment Class shares.

FACTORS CONSIDERED BY THE DIRECTORS

The Directors have determined that there is a reasonable likelihood
that the adoption of the 12b-1 Plan will benefit each Fund and its share-
holders. In reaching such conclusion, the Directors considered a number of
factors. The Directors obtained information from the Distributor, were ad-
vised by counsel, and met with representatives of the Distributor and
First Data regarding the proposed plan and available alternatives.

The Directors, in considering the proposed 12b-1 Plan, were cognizant
of the fact that the services furnished by Dreyfus Service Corporation
under the Previous Service Plan would effectively terminate with the ter-
mination of Dreyfus' relationship with the Company on May 31, 1996. The
Board had previously determined that the personal services furnished to
investors pursuant to the Previous Services Plan were beneficial to the
Company and its shareholders, and the Directors considered whether the
12b-1 Plan would be a reasonable alternative to or replacement for the
Previous Services Plan. In this regard, they considered the extent to
which the 12b-1 Plan would provide incentives for broker-dealers and other
financial intermediaries and their representatives to provide personal
and/or account maintenance services to the Investment Class shareholders
of each Fund, and they concluded that there is a reasonable likelihood
that the 12b-1 Plan will encourage the provision of such personal services
to the Investment Class shareholders of the Fund.

The Directors considered the apparent intensifying competition among
financial intermediaries, the emerging significance of mutual fund "super-
markets" and the enhanced levels of shareholder and investor services fur-
nished by certain of such intermediaries and "supermarkets." They consid-
ered the extent to which "service fees" and "12b-1 fees" are prevalent in
the industry and important sources of compensation for such financial in-
termediaries, supermarkets and their representatives. In this regard, the
Directors considered the likelihood that the Investment Class shareholders
of the Funds would be disadvantaged and not receive the same degree of
personal and/or account maintenance services from such financial represen-
tatives if the Company and the Distributor do not provide reasonably com-
petitive compensation for such services. The Directors also considered
whether the adoption of the 12b-1 Plan would facilitate access by the
Funds and the Investment Class shareholders to these intermediaries and
"supermarkets." The Directors determined that there is a reasonable like-
lihood that the adoption of the 12b-1 Plan will facilitate access to, and
the furnishing of, levels of personal and/or account maintenance services
which are competitive with those furnished to shareholders of other funds
offered through such intermediaries, supermarkets and their representa-
tives.

The Directors considered the possible effects on the asset base and
growth of the Funds and the consequences to shareholders if financial in-
termediaries and their representatives are not furnished with reasonable
compensation for furnishing personal or account maintenance services to
the shareholders. They determined that there is a significant likelihood
that without a reasonable services compensation plan the assets of the
Funds and of the Investment Class would not experience reasonable growth
or would actually shrink with the result that expense ratios would not de-
crease as much as, or would increase more than, would otherwise be the
case.

The Directors also considered the availability of reasonable alterna-
tives to the 12b-1 Plan and the relative collateral benefits to Wilshire
Associates and First Data, as the adviser and administrator, respectively,
of the Funds. The Directors recognized that the maintenance or growth of
the asset base of each Fund would benefit Wilshire Associates and First
Data by preserving or growing the assets upon which Wilshire Associates'
advisory fees and First Data's administration fees are based, but the Di-
rectors concluded that such benefits to Wilshire Associates and First Data
are not disproportionate to the benefits to the Funds and their Investment
Class shareholders.

The Directors compared the distribution fees under the 12b-1 Plan with
other similar mutual funds and concluded that the maximum fee under the
12b-1 Plan is comparable to fees payable by other similarly distributed
funds. The Directors noted that the terminated Previous Services
Plan pro-
vided for the same maximum amount of annual fees as the 12b-1 Plan and
that payments during the year ended August 31, 1995 under the Previous
Services Plan had approximated the maximum amounts permitted under that
Plan. Accordingly, the Directors concluded that the adoption of the 12b-1
Plan should have little or no effect on the total annual fees payable by
the Investment Class of each Fund compared to the year ended August 31,
1995.

After consideration of the factors stated above, the Board concluded
that (i) the 12b-1 Plan will encourage the provision of personal services
to the Investment Class shareholders of the Fund and thus serve as an ap-
propriate replacement for the terminated Previous Services Plan; (ii) the
adoption of the 12b-1 Plan will facilitate access to, and the furnishing
of, levels of personal and/or account maintenance services which are com-
petitive with those furnished to shareholders of other funds offered
through financial intermediaries, mutual fund supermarkets and their rep-
resentatives; (iii) without a reasonable

services compensation plan, the assets of the Funds and of the Investment
Class would not experience reasonable growth or would actually shrink with
the result that expense ratios would not decrease as much as, or would
increase more than, would otherwise be the case; (iv) the benefits to other
service providers are not disproportionate to the benefits to the Funds and
their Investment Class shareholders; and (v) there is a reasonable likelihood
that the adoption of the 12b-1 Plan will benefit each Fund and its shareholders.
Accordingly, the Board recommends that shareholders vote for the approval
of the 12b-1 Plan.

REQUIRED VOTE

Approval of the 12b-1 Plan with respect to each Fund will require the
affirmative vote of a "majority of the outstanding voting securities" of
such Fund, which for this purpose means the affirmative vote of the lesser
of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or
more of the shares of the Fund present at the Meeting if more than 50% of
the outstanding shares of the Fund are represented at the Meeting in per-
son or by proxy.

PROPOSAL 4. TO RATIFY OR REJECT THE SELECTION OF COOPERS & LYBRAND
L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS

At the Meeting, shareholders of each Fund will be asked to vote in
favor of ratifying the selection, by a majority of the Directors who are
not "interested persons" (as that term is defined in the 1940 Act) of the
Company, of Coopers & Lybrand L.L.P. under Section 32(a) of the 1940 Act
as independent public accountants to certify every financial statement of
the Company required by the law or regulation to be certified by indepen-
dent public accountants and filed with the SEC in respect of all or any
part of the fiscal year ending August 31, 1996. Coopers & Lybrand has no
direct or material indirect interest in the Trust. A representative of
Coopers & Lybrand is not expected to be present at the Meeting.

OTHER INFORMATION

GENERAL INFORMATION

Proxy solicitations will be made primarily by mail by officers of the
Company, officers and employees of First Data and affiliates of First
Data. Other representatives of the Company may also solicit proxies by
telephone, electronic mail or in person. The costs of the proxy solicita-
tion and the expenses incurred in connection with preparing the Proxy
Statement and its enclosures will be paid by the Company. The Company's
most recent annual and semi-annual reports are available upon request,
without charge, by writing to the Company at 144 Glenn Curtis Boulevard,
Uniondale, New York 11566-0144 or calling the Company at 1-800-645-6561.
This Proxy Statement is first being mailed to shareholders on or about
April 18, 1996.

Each Fund currently issues one class of shares, the Investment Class
shares, and has received authorization to issue a new class of shares, the
Institutional Class shares. All shares presently outstanding are Invest-
ment Class shares. Each shareholder is entitled to one vote for each full
share and

an appropriate fraction of a vote for each fractional share held. If the
enclosed Proxy is properly executed and returned in time to be voted at the
Meeting, the shares represented thereby will be voted in accordance with the
instructions marked thereon. Unless instructions to the contrary are marked
thereon, the Proxy will be voted FOR the election of the nominees as Directors
and FOR the other matters listed in the accompanying Notice of a Special Meeting
of Shareholders. Any shareholder who has given a proxy has the right to revoke
it at any time prior to its exercise either by attending the Meeting and voting
his or her shares in person or by submitting a letter of revocation or a later-
dated Proxy to the Company at the above address prior to the date of the
Meeting.

In the event that a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items is not received, the persons
named as proxies may propose one or more adjournments of such Meeting to
permit further solicitation of proxies. A shareholder vote may be taken on
one or more of the proposals in this Proxy Statement prior to such ad-
journment if sufficient votes have been received and it is otherwise ap-
propriate. Any such adjournment will require the affirmative vote of a ma-
jority of those shares of the Company present at the Meeting in person or
by proxy. If a quorum is present, the persons named as proxies will vote
those proxies that they are entitled to vote FOR any such proposal in
favor of such an adjournment and will vote those proxies required to be
voted for rejection of any such item against any such adjournment.

The close of business on April 10, 1996 has been fixed as the record
date for the determination of shareholders entitled to notice of and to
vote at the Meeting, including all adjournments thereof. On the record
date there were outstanding 1,628,952.430 shares of Large Company Growth
Portfolio, 2,361,186.393 shares of Large Company Value Portfolio,
1,393,842.201 shares of Small Company Growth Portfolio and 2,599,608.179
shares of Small Company Value Portfolio. Appendix A to this Proxy State-
ment sets forth with respect to each Fund a list of shareholders who bene-
ficially own more than 5% of the outstanding shares of such Fund as of the
record date. As of the record date, the officers and the Directors of the
Company beneficially owned less than 1% of the outstanding shares of each
Fund.

PRINCIPAL UNDERWRITER AND ADMINISTRATOR

Premier currently acts as distributor of each Fund's shares. The busi-
ness address for Premier is One Exchange Place, Boston, Massachusetts
02109. Dreyfus currently acts as the Company's administrator and its busi-
ness address is 200 Park Avenue, New York, New York 10166.

BROKER NON-VOTES AND ABSTENTIONS

If a proxy which is properly executed and returned accompanied by in-
structions to withhold authority to vote represents a broker "non-vote"
(i.e. shares held by brokers or nominees as to which (i) instructions have
not been received from the beneficial owners or the persons entitled to
vote and (ii) the broker or nominee does not have the discretionary voting
power on a particular matter), is unmarked, or is marked with an absten-
tion (collectively, "abstentions"), the shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. With respect to
Proposals Nos. 1 and 4, neither abstentions nor broker non-votes have
any
effect on the outcome. With respect to Proposals Nos. 2 and 3,
abstentions
and broker non-votes has the effect of a negative vote on the proposal.
Any shareholder who has given

a proxy has the right to revoke it at any time prior to its exercise either
by attending the Meeting and voting his or her shares in person, or by
submitting a letter of revocation or a later-dated proxy to the Company at
the above address prior to the date of the Meeting.

Shareholders of the Company will be informed of the voting results of
the Meeting in the Trust's Annual Report dated August 31, 1996.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Company is not generally required to hold annual or special share-
holder meetings. Shareholders wishing to submit proposals for inclusion in
a proxy statement for a subsequent shareholder meeting should send their
written proposals to the Assistant Secretary of the Company, c/o First
Data Investor Services Group, Inc., One Exchange Place, Boston, Massachu-
setts 02109. Shareholder proposals for inclusion in the Company's proxy
statement for any subsequent meeting must be received by the Company a
reasonable period of time prior to any such meeting.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders holding at least 10% of the Company's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meet-
ing of shareholders for the purpose of voting on the removal of any Board
member of the Company. Meetings of shareholders for any other purpose also
shall be called by the Board members when requested in writing by share-
holders holding at least 10% of the shares then outstanding.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board does not intend to present any other business at the Meet-
ing, nor is it aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Meeting, the persons
named in the accompanying form of proxy will vote thereon in accordance
with their judgment.

April 18, 1996

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE- PAID ENVELOPE.

APPENDIX A

HOLDERS OF GREATER THAN FIVE PERCENT (5%) OF SHARES
AS OF APRIL 10, 1996

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
FUND NAMES AND SHARES HELD SHARES HELD
NAME ADDRESSES OF HOLDERS
<S> <C> <C> <C>
LARGE COMPANY GROWTH PORTFOLIO
Charles Schwab & Co. 3,049.997 41.9%
Attn: Mutual Funds
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4122

Cincinnati Bell 401,090.197 24.6%
Collectively Bargained Retirees
Health Care Trust
Mail Location 102-732
201 E. 4th Street
Cincinnati, OH 45202-4122

Hartwell Davis Jr. 83,916.614 5.1%
4109 Kennesaw Drive
Birmingham, AL 35213-3225

LARGE COMPANY VALUE PORTFOLIO
Cincinnati Bell 979,106.372 41.5%
Collectively Bargained Retirees
Health Care Trust
Mail Location 102-732
201 E. 4th Street
Cincinnati, OH 45202-4122

Charles Schwab & Co. 861,669.079 36.4%
Attn: Mutual Funds
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4122

SMALL COMPANY GROWTH PORTFOLIO
Charles Schwab & Co. 466,937.003 33.5%
Attn: Mutual Funds
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4122
</TABLE>

A-1

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
FUND NAMES AND SHARES HELD SHARES HELD
NAME ADDRESSES OF HOLDERS
<S> <C> <C> <C>
SMALL COMPANY GROWTH PORTFOLIO
Cincinnati Bell 192,695.063 13.8%
(Continued) Collectively Bargained Retirees
Health Care Trust
Mail Location 102-732
201 E. 4th Street
Cincinnati, OH 45202-4122

Hartwell Davis Jr. 90,795.136 6.5%
4109 Kennesaw Drive
Birmingham, AL 35213-3225

SMALL COMPANY VALUE PORTFOLIO
Charles Schwab & Co. 841,766.821 32.3%
Attn: Mutual Funds
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4122

Dreyfus Trust Co., TTEE 499,102.098 19.2%
FDC Incentive Savings Plan
Attn: Trust Officer
144 Glenn Curtiss Blvd.
Uniondale, NY 11556-0144

Cincinnati Bell 460,694.782 17.7%
Collectively Bargained Retirees
Health Care Trust
Mail Location 102-732
201 E. 4th Street
Cincinnati, OH 45202-4122

Dreyfus Trust Co., TTEE 193,912.747 7.5%
Medline Industries Inc.
Under 401(k) Profit Sharing Plan
Attn: Vanessa Hilbert
144 Glenn Curtiss Blvd.
Uniondale, NY 11556-0144
</TABLE>

A-2

EXHIBIT A

FORM OF
INVESTMENT ADVISORY AGREEMENT

WILSHIRE TARGET FUNDS, INC.

May 31, 1996

Wilshire Associates Incorporated
1299 Ocean Avenue
Santa Monica, California 90401-1085

Ladies and Gentlemen:

Wilshire Target Funds, Inc., a Maryland corporation (the "Fund") con-
sisting of the series set forth on Exhibit A hereto, as such Exhibit may
be revised from time to time (each, a "Series"), herewith confirms its
agreement with Wilshire Associates Incorporated ("Wilshire") as follows:

The Fund desires to employ its capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in its Articles of Incorporation and in its Prospectus and
Statement of Additional Information as from time to time in effect, copies
of which have been or will be submitted to the Wilshire, and in such man-
ner and to such extent as from time to time may be approved by the Fund's
Board of Directors. The Fund currently employs Wilshire (the "Adviser") to
act as its investment adviser pursuant to an investment advisory agree-
ment, dated August 12, 1992, as revised September 17, 1992, and desires to
continue the employment of the Adviser as its investment adviser pursuant
to this Agreement. The Fund also employs First Data Investor Services
Group, Inc. (the "Administrator") as its administrator pursuant to a sepa-
rate agreement of even date herewith.

In this connection it is understood that from time to time the Adviser
may employ or associate with itself such other person or persons as the
Adviser may believe to be particularly fitted to perform, or to assist it
in the performance of, some or all of its responsibilities under this
Agreement. Such person or persons may be persons who are employed by the
Adviser, the Administrator and/or the Fund as officers or employees or to
furnish other services to or for the Fund. The compensation of such person
or persons shall be paid by the Adviser and no obligation may be incurred
on the Fund's behalf in any such respect.

Subject to the supervision and approval of the Fund's Board of Direc-
tors, the Adviser will provide investment management of each Series' port-
folio in accordance with such Series' investment objective and policies as
stated in the Fund's Prospectus and Statement of Additional Information as
from time to time in effect. In connection therewith, the Adviser will su-
pervise such Series' investments and, if appropriate, the sale and rein-
vestment of the Series' assets. The Adviser will furnish to the Fund such
statistical information, with respect to the investments which the Fund
may hold or contemplate purchasing, as the Fund may reasonably request.
The Fund wishes to be informed of important developments materially af-
fecting any Series' portfolio and shall expect the Adviser, on its own
initiative, to furnish to the Fund from time to time such information as
the Adviser may believe appropriate for this purpose.

A-3

In addition, the Adviser will supply office facilities (which may be
in the Adviser's own offices), data processing services, clerical, inter-
nal executive services, and stationery and office supplies; make available
information necessary to prepare reports to each Series' stockholders, tax
returns, reports to and filings with the Securities and Exchange Commis-
sion and state Blue Sky authorities; and generally assist in all aspects
of the Fund's operations.

The Adviser shall exercise its best judgment in rendering the services
to be provided to the Fund hereunder and the Fund agrees as an inducement
to the Adviser's undertaking the same that the Adviser shall not be liable
hereunder for any error of judgment or mistake of law or for any loss suf-
fered by any Series, provided that nothing herein shall be deemed to pro-
tect or purport to protect the Adviser against any liability to a Series
or to its securityholders to which the Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder, or by reason of the Adviser's reck-
less disregard of its obligations and duties hereunder.

In consideration of the services rendered pursuant to this Agreement,
the Fund will pay the Adviser a fee calculated daily and paid monthly at
the annual rate set forth opposite each Series' name on Exhibit A hereto
based on the value of such Series' average daily net assets. Net asset
value shall be computed on such days and at such time or times as de-
scribed in the Fund's then-current Prospectus and Statement of Additional
Information. Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to
the proportion which such period bears to the full monthly period and
shall be payable upon the date of termination of this Agreement.

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

However, for the three month period June 1, 1996 through August 31,
1996 and the fiscal year September 1, 1996 through August 31, 1997, if the
aggregate operating expenses of any Series (exclusive of interest, taxes,
brokerage, 12b-1fees and extraordinary expenses) for such period exceed
the annual rate specified in the following table for such class, the in-
vestment advisory fee otherwise payable for that period by the Series
under this Agreement will be reduced by the amount of the excess, but not
below an annual fee rate of .10 of 1% of such Series' average daily net
assets.

<TABLE>
<CAPTION>
SERIES ANNUAL RATE(%)
<S> <C>
Large Company Growth Portfolio .80
Large Company Value Portfolio .77
Small Company Growth Portfolio .91
Small Company Value Portfolio .66
</TABLE>

The Adviser will bear all expenses in connection with the performance
of its services under this Agreement. All other expenses to be incurred in
the operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by the Adviser. The expenses to be borne by the Fund
include, without limitation, the following: distribution expense, transfer
agency expense, dividend disbursing and shareholder services agency ex-
pense, organizational costs, taxes, interest, brokerage fees and commis-
sions, if any, fees of Directors who are not officers, directors, employ-
ees or holders of 5% or more of the outstanding

A-4

voting securities of Wilshire or any of its affiliates, Securities and
Exchange Commission fees and state Blue Sky qualification fees, investment
advisory and administration fees, charges of custodians, certain insurance
premiums, industry association fees, outside auditing and legal expenses,
costs of independent pricing services, costs of maintaining corporate
existence, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing stockholders, costs of stockholders' reports
and corporate meetings, and any extraordinary expenses.

As to each Series, if in any fiscal year the aggregate annual expenses
of the Series (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage, 12b-1 plan fees and extraordinary expenses)
exceed the expense limitation of any state in which shares of the Series
are qualified for offer and sale, the Fund may deduct the amount of the
excess from the fees to be paid hereunder, to the extent required by state
law and to the extent that such excess has not been born by the Adminis-
trator or any other person furnishing services to the Fund. The Adviser's
obligation pursuant hereto is limited to the amount of its fees hereunder.
Such deduction, if any, will be estimated daily, and reconciled and de-
ducted on a monthly basis.

The Fund understands that the Adviser now acts, or may in the future
act, as investment adviser to various investment companies and fiduciary
or other managed accounts, and the Fund has no objection to the Adviser's
so acting, provided that when the purchase or sale of securities of the
same issuer is suitable for the investment objectives of two or more com-
panies or accounts managed by the Adviser which have available funds for
investment, the available securities will be allocated in a manner be-
lieved by the Adviser to be in keeping with its fiduciary or contractual
duties to each company or account. It is recognized that in some cases
this procedure may adversely affect the price paid or received by one or
more Series or the size of the position obtainable for or disposed of by
one or more Series.

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

Any person, even though also an officer, director, partner, employee
or agent of the Adviser, who may be or become an officer, director, em-
ployee or agent of the Fund, shall be deemed, when rendering services to
the Fund or acting on any business of the Fund, to be rendering such ser-
vices to or acting solely for the Fund and not as an officer, director,
partner, employee or agent or one under control or direction of the Ad-
viser even though paid by the Adviser.

The Fund recognizes that from time to time directors, officers and em-
ployees of the Adviser may serve as directors, trustees, partners, offic-
ers and employees of other corporations, business trusts, partnerships or
other entities (including other investment companies) and that such other
entities may include the name "Wilshire" as part of their name, and that
the Adviser or its affiliates may enter into investment advisory or other
agreements with such other entities. If the Adviser ceases to act as the
Fund's investment adviser, the Fund agrees to take all necessary action to
change the name of the Fund as soon as practicable, and in no event longer
than nine months, after receipt of a request from the Adviser to do so, to
a name not including "Wilshire" in any form or combination of words.

A-5

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

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

Very truly yours,

WILSHIRE TARGET FUNDS, INC.

By:

Accepted:

WILSHIRE ASSOCIATES INCORPORATED

By:

A-6

EXHIBIT A

TO INVESTMENT ADVISORY AGREEMENT

<TABLE>
<CAPTION>
ANNUAL FEES AS A
PERCENTAGE OF
AVERAGE DAILY REAPPROVAL REAPPROVAL
NAME OF SERIES NET ASSETS DATE DAY
<S> <C> <C> <C>
Large Company Growth Portfolio .25 of 1% May 31, 1998 May 31
Large Company Value Portfolio .25 of 1% May 31, 1998 May 31
Small Company Growth Portfolio .25 of 1% May 31, 1998 May 31
Small Company Value Portfolio .25 of 1% May 31, 1998 May 31
</TABLE>

A-7

EXHIBIT B

FORM OF
WILSHIRE TARGET FUNDS, INC.

INVESTMENT CLASS SHARES

SHAREHOLDER SERVICES PLAN
UNDER RULE 12B-1

This Plan (the "Plan") constitutes the Shareholder Services Plan re-
lating to the Investment Class shares of each of the Portfolios of
Wilshire Target Funds, Inc. (the "Fund") identified in Appendix A hereto.
Appendix A may be amended from time to time as provided herein.

SECTION 1. The Fund will reimburse the distributor of the Investment
Class shares of each Portfolio (the "Distributor"), for its shareholder
services expenses (the "Shareholder Services Fee") at an annual rate of up
to 0.25 of 1% of the average daily net assets of such Portfolio attribut-
able to its Investment Class shares. The Shareholder Services Fee shall be
accrued daily and paid monthly or at such other intervals as the Directors
shall determine. The Distributor may be reimbursed for payments to securi-
ties dealers or other organizations as service fees pursuant to agreements
with such organizations for providing personal services to investors in
Investment Class shares and/or the maintenance of shareholder accounts. It
is intended that payments under this Plan shall qualify as "service fees"
as defined in Section 26 of the Rules of Fair Practice of the National As-
sociation of Securities Dealers, Inc. (or any successor provision) as in
effect from time to time (the "NASD Rule").

SECTION 2. This Plan shall not take effect until it has been approved
(i) by votes of the majority of both (a) the Directors of the Fund, and
(b) the Independent Directors of the Fund, in each case cast in person at
a meeting called for the purpose of voting on this Plan, and (ii) and by
vote of a majority of the outstanding Investment Class shares, and shall
in no event take effect before May 31, 1996. This Plan shall continue in
effect for a period of more than one year after May 31, 1996 only so long
as such continuance is specifically approved at least annually by votes of
the majority (or whatever other percentage may, from time to time, be re-
quired by Section 12(b) of the Investment Company Act of 1940 (the "Act")
or the rules and regulations thereunder) of both (a) the Directors of the
Fund, and (b) the Independent Directors of the Fund, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.

SECTION 3. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Plan or any related agreement
shall provide to the Directors of the Fund, and the Directors shall re-
view, at least quarterly, a written report of the amounts so expended and
the purposes for which such expenditures were made.

SECTION 4. This Plan may be terminated at any time by vote of a ma-
jority of the Independent Directors, or by vote of a majority of the out-
standing Investment Class shares.

A-8

SECTION 5. All agreements with any person relating to implementation
of this Plan shall be in writing, and any agreement related to this Plan
shall provide:

A. That such agreement may be terminated at any time, without pay-
ment of any penalty, by vote of a majority of the Independent Direc-
tors or by vote of a majority of the outstanding Investment Class
shares, on not more than 60 days' written notice to any other party to
the agreement; and

B. That such agreement shall terminate automatically in the event
of its assignment.

SECTION 6. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Section 1 hereof without approval
by a vote of at least a majority of the outstanding Investment Class
shares, and all material amendments of this Plan (including any amendment
to add a Portfolio to Appendix A) shall be approved in the manner pre-
scribed in Section 2(i).

SECTION 7. As used in this Plan, (a) the term "Independent Directors"
shall mean those Directors of the Fund who are not interested persons of
the Fund, and have no direct or indirect financial interest in the opera-
tion of this Plan or any agreements related to it, and (b) the terms "as-
signment" and "interested person" shall have the respective meanings spec-
ified in the Act and the rules and regulations thereunder, and the term
"majority of the outstanding Investment Class shares" shall mean the
lesser of the 67% or the 50% voting requirements specified in clauses (A)
and (B), respectively, of the third sentence of Section 2(a)(42) of the
Act, all subject to such exemptions as may be granted by the Securities
and Exchange Commission.

A-9

APPENDIX A

TO RULE 12B-1 PLAN

Large Company Growth Portfolio

Large Company Value Portfolio

Small Company Growth Portfolio

Small Company Value Portfolio

A-10

DREYFUS-WILSHIRE TARGET FUNDS, INC.
LARGE COMPANY GROWTH PORTFOLIO

The undersigned holder of shares of common stock ("Common Stock")
of Large Company Growth Portfolio (the "Portfolio") of
Dreyfus- Wilshire Target Funds Inc. (the "Company") hereby
appoints Robert D. Guiod and Julie A. Tedesco and each of
them, the attorneys and proxies of the undersigned, with full
power of revocation and substitution, to vote on behalf of the
undersigned as indicated herein, all of the shares of Common Stock
of the Portfolio standing in the name of the undersigned at the
close of business on April 10, 1996, at the Special Meeting of
Shareholders to be held at the offices of Ropes & Gray, One
Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C., at noon on Thursday, May 23, 1996, and at
any and all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposals, as more
fully described in the Proxy Statement for the meeting. The
undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement and revokes any proxy previously
given.

Sign, Date and return the Proxy Card
Promptly Using the Enclosed Envelope

Date: , 1996

Signature(s) should be exactly as the name or names
appearing on this proxy. If shares are held jointly each
holder should sign. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title.

Signature(s)

THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD AND WILL BE VOTED FOR
THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED.

1. To elect 5 nominees for Director of the Company
FOR all nominees listed
(except as marked to the contrary below)

WITHHOLD AUTHORITY
to vote for all nominees

DeWitt F. Bowman, Peter J. Carre, Robert J. Raab, Jr., Thomas
D. Stevens and Anne L. Wexler

(Instruction: To withhold authority for any individual, write his
or her name on the line below)

__________________________________________________________________

2. To approve a new Investment Advisory Agreement

FOR AGAINST ABSTAIN

3. To approve a new Rule 12b-1 Plan.

FOR AGAINST ABSTAIN

4. To ratify or reject the selection of Coopers & Lybrand
L.L.P. as Independent Public Accountants.

FOR AGAINST ABSTAIN

DREYFUS-WILSHIRE TARGET FUNDS, INC.
LARGE COMPANY VALUE PORTFOLIO

The undersigned holder of shares of common stock ("Common Stock")
of Large Company Value Portfolio (the "Portfolio") of
Dreyfus- Wilshire Target Funds Inc. (the "Company") hereby
appoints Robert D. Guiod and Julie A. Tedesco and each of
them, the attorneys and proxies of the undersigned, with full
power of revocation and substitution, to vote on behalf of the
undersigned as indicated herein, all of the shares of Common Stock
of the Portfolio standing in the name of the undersigned at the
close of business on April 10, 1996, at the Special Meeting of
Shareholders to be held at the offices of Ropes & Gray, One
Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C., at noon on Thursday, May 23, 1996, and at
any and all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposals, as more
fully described in the Proxy Statement for the meeting. The
undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement and revokes any proxy previously
given.

Sign, Date and return the Proxy Card
Promptly Using the Enclosed Envelope

Date: , 1996

Signature(s)

THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD AND WILL BE VOTED FOR
THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED.

1. To elect 5 nominees for Director of the Company
FOR all
nominees listed
(except as marked to the contrary below)

WITHHOLD AUTHORITY
to vote for all nominees

DeWitt F. Bowman, Peter J. Carre, Robert J. Raab, Jr., Thomas
D. Stevens and Anne L. Wexler

(Instruction: To withhold authority for any individual, write his
or her name on the line below)

__________________________________________________________________

2. To approve a new Investment Advisory Agreement

FOR AGAINST ABSTAIN

3. To approve a new Rule 12b-1 Plan.

FOR AGAINST ABSTAIN

4. To ratify or reject the selection of Coopers & Lybrand
L.L.P. as Independent Public Accountants.

FOR AGAINST ABSTAIN

DREYFUS-WILSHIRE TARGET FUNDS, INC.
SMALL COMPANY GROWTH PORTFOLIO

The undersigned holder of shares of common stock ("Common Stock")
of Small Company Growth Portfolio (the "Portfolio") of
Dreyfus- Wilshire Target Funds Inc. (the "Company") hereby
appoints Robert D. Guiod and Julie A. Tedesco and each of
them, the attorneys and proxies of the undersigned, with full
power of revocation and substitution, to vote on behalf of the
undersigned as indicated herein, all of the shares of Common Stock
of the Portfolio standing in the name of the undersigned at the
close of business on April 10, 1996, at the Special Meeting of
Shareholders to be held at the offices of Ropes & Gray, One
Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C., at noon on Thursday, May 23, 1996, and at
any and all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposals, as more
fully described in the Proxy Statement for the meeting. The
undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement and revokes any proxy previously
given.

Sign, Date and return the Proxy Card
Promptly Using the Enclosed Envelope

Date: , 1996

Signature(s)

THIS PROXY IS SOLICITED BY THE COMPANYS BOARD AND WILL BE VOTED FOR
THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED.

1. To elect 5 nominees for Director of the Company
FOR all
nominees listed
(except as marked to the contrary below)

WITHHOLD AUTHORITY
to vote for all nominees

DeWitt F. Bowman, Peter J. Carre, Robert J. Raab, Jr., Thomas
D. Stevens and Anne L. Wexler

(Instruction: To withhold authority for any individual, write his
or her name on the line below)

__________________________________________________________________

2. To approve a new Investment Advisory Agreement

FOR AGAINST ABSTAIN

3. To approve a new Rule 12b-1 Plan.

FOR AGAINST ABSTAIN

4. To ratify or reject the selection of Coopers & Lybrand
L.L.P. as Independent Public Accountants.

FOR AGAINST ABSTAIN

DREYFUS-WILSHIRE TARGET FUNDS, INC.
SMALL COMPANY VALUE PORTFOLIO

The undersigned holder of shares of common stock ("Common Stock")
of Small Company Value Portfolio (the "Portfolio") of
Dreyfus- Wilshire Target Funds Inc. (the "Company") hereby
appoints Robert D. Guiod and Julie A. Tedesco and each of
them, the attorneys and proxies of the undersigned, with full
power of revocation and substitution, to vote on behalf of the
undersigned as indicated herein, all of the shares of Common Stock
of the Portfolio standing in the name of the undersigned at the
close of business on April 10, 1996, at the Special Meeting of
Shareholders to be held at the offices of Ropes & Gray, One
Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C., at noon on Thursday, May 23, 1996, and at
any and all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposals, as more
fully described in the Proxy Statement for the meeting. The
undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement and revokes any proxy previously
given.

Sign, Date and return the Proxy Card
Promptly Using the Enclosed Envelope

Date: , 1996

Signature(s)

THIS PROXY IS SOLICITED BY THE COMPANYS BOARD AND WILL BE VOTED FOR
THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED.

1. To elect 5 nominees for Director of the Company
FOR all
nominees listed
(except as marked to the contrary below)

WITHHOLD AUTHORITY
to vote for all nominees

DeWitt F. Bowman, Peter J. Carre, Robert J. Raab, Jr., Thomas
D. Stevens and Anne L. Wexler

(Instruction: To withhold authority for any individual, write his
or her name on the line below)

__________________________________________________________________

2. To approve a new Investment Advisory Agreement

FOR AGAINST ABSTAIN

3. To approve a new Rule 12b-1 Plan.

FOR AGAINST ABSTAIN

4. To ratify or reject the selection of Coopers & Lybrand
L.L.P. as Independent Public Accountants.

FOR AGAINST ABSTAIN