DREYFUS OVERSEAS EQUITY RETIREMENT FUND INC, RW, 1994-04-13

DREYFUS OVERSEAS EQUITY RETIREMENT FUND INC
RW, 1994-04-13

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DREYFUS OVERSEAS EQUITY RETIREMENT FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York  11556-0144


                              April 8, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Dreyfus Overseas Equity Retirement Fund, Inc.
          Registration Statement on Form N-1A 
          (Registration No. 33-58270)                  

Gentlemen:

          Pursuant to Rule 477 of the General Rules and
Regulations under the Securities Act of 1933, as amended,
Dreyfus
Overseas Equity Retirement Fund, Inc. (the "Fund") desires to
withdraw, and hereby requests that the Commission withdraw, the
above-referenced Registration Statement.  The Fund believes that
such action would be consistent with the public interest and the
protection of investors since the Fund has not made a public
offering of its shares of common stock and the above-referenced
Registration Statement has not been declared effective by the
Staff of the Commission.

                              Very truly yours,

                              DREYFUS OVERSEAS EQUITY RETIREMENT
                                FUND, INC.



                              By:/s/Daniel C. Maclean        
                                 Daniel C. Maclean,
                                 Agent for Service of Process