DREYFUS GLOBAL DEBT FUND INC
N-1A EL/A, 1994-01-21
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                                       Registration Nos. 33-50203
                                                         811-7085
=================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM N-1A                      

      
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933      /x/
                                                                 

         
    
          Pre-Effective Amendment No. 1                     /x/ 
                                                                  
   
        
           Post-Effective Amendment No. __                   / /

                     and
                                                                 

       
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY 
ACT OF 1940                                                  /x/
                                                                 

      
           Amendment No. __                                  / / 

              (Check appropriate box or boxes)
   
                       DREYFUS GLOBAL BOND FUND, INC.
                 (formerly, Dreyfus Global Debt Fund, Inc.)
             (Exact Name of Registrant as Specified in Charter)
    

c/o The Dreyfus Corporation
200 Park Avenue, New York, New York                   10166
(Address of Principal Executive Offices)           (Zip Code)
Registrant's Telephone Number, 
including Area Code:                             (212) 922-6130

                           Daniel C. Maclean, Esq.
                               200 Park Avenue
                          New York, New York  10166
                   (Name and Address of Agent for Service)
                                      
                                  copy to:
                             Lewis G. Cole, Esq.
                          Stroock & Stroock & Lavan
                              7 Hanover Square
                       New York, New York  10004-2696

Approximate Date of Proposed Public Offering:  As soon as
practicable after
this Registration Statement is declared effective.  

           It is proposed that this filing will become effective
(check appropriate box) 

           ____ immediately upon filing pursuant to paragraph (b)

           ____ on (date) pursuant to paragraph (b)

           ____ 60 days after filing pursuant to paragraph (a)

           ____ on (date) pursuant to paragraph (a) of Rule 485.
<PAGE>

                Cross-Reference Sheet Pursuant to Rule 495(a)
    
    
Items in
Part A of      
Form N-1A                     Caption                     Page  

   
 1        Cover                                      Cover Page

 2        Synopsis                                         3   

 3        Condensed Financial Information                  *

 4        General Description of Registrant                3

 5        Management of the Fund                           29

 6        Capital Stock and Other Securities               47

 7        Purchase of Securities Being Offered             30

 8        Redemption or Repurchase                         38

 9        Pending Legal Proceedings                        *
    

   
Items in
Part B of
Form N-1A


 10       Cover Page                                    B-1

 11       Table of Contents                             B-1

 12       General Information and History                 *

 13       Investment Objectives and Policies            B-2

 14       Management of the Fund                        B-9

 15       Control Persons and Principal Holders         
          of Securities                                 B-10

 16       Investment Advisory and Other Services        B-10

 17       Brokerage Allocation                          B-23

 18       Capital Stock and Other Securities            B-25

 19       Purchase, Redemption and Pricing of
          Securities Being Offered              B-13, B-14, B-20

 20       Tax Status                                    B-21

 21       Underwriters                                    *

 22       Calculations of Performance Data              B-24

 23       Financial Statements                          B-26
    

Items in
Part C of
Form N-1A

   
 24       Financial Statements and Exhibits             C-1

 25       Persons Controlled by or Under Common
          Control with Registrant                       C-2

 26       Number of Holders of Securities               C-2

 27       Indemnification                               C-2

 28       Business and Other Connections of
          Investment Adviser                            C-3

 29       Principal Underwriters                        C-28

 30       Location of Accounts and Records              C-36

 31       Management Services                           C-36

 32       Undertakings                                  C-36
    

- ---------
*Omitted since answer is negative or inapplicable.
<PAGE>

                                                  ________, 1994

   
                 DREYFUS GLOBAL BOND FUND, INC.
         Supplement to Prospectus Dated _________, 1994
    

   
          The following information supplements and should be
read in conjunction with the section of the Fund's Prospectus
entitled "Management of the Fund."
    

   
          The Fund's investment adviser, The Dreyfus Corporation
("Dreyfus"), has entered into an Agreement and Plan of Merger
providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").


    
   
          Upon closing of the merger, it is planned that Dreyfus
will retain its New York headquarters and will be a separate
subsidiary within the Mellon organization.  It is expected that
the Dreyfus management team and the Dreyfus mutual fund managers
will remain in place, and the Dreyfus mutual funds will be
operated in the same manner as they are currently.
    

   
          Following the merger, Dreyfus will be either a direct
or indirect subsidiary of Mellon, whose principal banking
subsidiary is Mellon Bank, N.A.  Closing of this merger is
subject to a number of contingencies, including the receipt of
certain regulatory approvals and the approvals of the
stockholders of Dreyfus and of Mellon.  The merger is expected
to occur in mid-1994, but could occur significantly later.
    

   
          Because the merger will constitute an "assignment" of
the Fund's Investment Advisory Agreement with Dreyfus under the
Investment Company Act of 1940 and, thus, a termination of such
Agreement, Dreyfus will seek prior approval from the Fund's
Board and shareholders.
    

<PAGE>

   
PROSPECTUS                                                , 1994
                                                                  
 
   
                 DREYFUS GLOBAL BOND FUND, INC.
                                                                  
 
   
          Dreyfus Global Bond Fund, Inc. (the "Fund") is an
open-end, non-diversified, management investment company, known
as a mutual fund.  Its primary goal is to maximize total return. 
The Fund will invest principally in debt securities of foreign
and domestic issuers.  Up to 35% of the Fund's total assets may
be invested in the securities of companies in, or governments
of, emerging market countries.
      
          You can invest, reinvest or redeem Fund shares at any
time without charge or penalty imposed by the Fund.  You can
purchase or redeem shares by telephone using Dreyfus
TeleTransfer.

    
         The Dreyfus Corporation ("Dreyfus") will serve as the
Fund's investment adviser.  Dreyfus has engaged M&G Investment
Management Limited ("M&G") to serve as the Fund's sub-investment
adviser and provide day-to-day management of the Fund's
investments.  Dreyfus and M&G are referred to collectively as
the "Advisers."
    

   
          The Fund bears certain costs pursuant to a
Distribution Plan adopted in accordance with Rule 12b-1 under
the Investment Company Act of 1940 and a Shareholder Services
Plan.
    

   
              _____________________________________
    

          This Prospectus sets forth concisely information about
the Fund that you should know before investing.  It should be
read and retained for future reference.

          Part B (also known as the Statement of Additional
Information), dated           , 1994, which may be revised from
time to time, provides a further discussion of certain areas in
this Prospectus and other matters which may be of interest to
some investors.  It has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. 
For a free copy, write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or by calling 1-800-
554-4611.  When telephoning, ask for Operator 666.

                                             
   
          The Fund's shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and the Fund's shares
are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency.  The
Fund's shares involve certain investment risks, including the
possible loss of principal.  The Fund's share price, yield and
investment return are not guaranteed and should be expected to
fluctuate.  
                                                                  
 

                        TABLE OF CONTENTS 


                                                        Page
   
          Annual Fund Operating Expenses. . . . . . . .    
          Description of the Fund . . . . . . . . . . .    
          Management of the Fund. . . . . . . . . . . .    
          How to Buy Fund Shares. . . . . . . . . . . .    
          Shareholder Services. . . . . . . . . . . . .    
          How to Redeem Fund Shares . . . . . . . . . .    
          Distribution Plan and 
            Shareholder Services Plan . . . . . . . . .    
          Dividends, Distributions and Taxes. . . . . .    
          Performance Information . . . . . . . . . . .    
          General Information . . . . . . . . . . . . .    

    
                                                                 


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                

<PAGE>
                  ANNUAL FUND OPERATING EXPENSES
           (as a percentage of average daily net assets)
   
Management Fees . . . . . . . . . . . . . . . . . . .   .70%
12b-1 Fees  . . . . . . . . . . . . . . . . . . . . .   .25%
Shareholder Servicing Fees  . . . . . . . . . . . . .   .25%
Other Expenses  . . . . . . . . . . . . . . . . . . .   .__%
Total Fund Operating Expenses . . . . . . . . . . . .   .__%

    

EXAMPLE:                      1 YEAR    3 YEARS   

     You would pay the following
     expenses on a $1,000 invest-
     ment, assuming (1) 5% annual
     return and (2) redemption at
     the end of each time period:  $__   $__      

_________________________________________________________________

          THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE
CONSIDERED AS REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED.  MOREOVER,
WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
________________________________________________________________
   

          The purpose of the foregoing table is to assist you in
understanding the various costs and expenses borne by the Fund,
and, therefore, indirectly by investors, the payment of which
will reduce investors' return on an annual basis.  Other
Expenses and Total Fund Operating Expenses are based on
estimated amounts for the current fiscal year.  The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect.  Long-
term investors could pay more in 12b-1 fees than the economic
equivalent of paying a front-end sales charge.  Certain Service
Agents (as defined below) may charge their clients direct fees
for effecting transactions in Fund shares; such fees are not
reflected in the foregoing table.  For further description of
the various costs and expenses incurred in the operation of the
Fund, as well as expense reimbursement or waiver arrangements,
see "Management of the Fund," "How to Buy Fund Shares" and
"Distribution Plan and Shareholder Services Plan."
    







                     DESCRIPTION OF THE FUND

INVESTMENT OBJECTIVES
   
          The Fund's primary goal is to maximize total return. 
Capital appreciation is a secondary goal.  The Fund's investment
objectives cannot be changed without approval by the holders of
a majority (as defined in the Investment Company Act of 1940) of
the Fund's outstanding voting shares.  There can be no assurance
that the Fund's investment objectives will be achieved.
    

MANAGEMENT POLICIES
   
          The Fund will invest in a portfolio of debt
obligations of issuers located throughout the world.  These debt
obligations include bonds, debentures, notes, money market
instruments (including domestic and foreign bank obligations,
such as time deposits, certificates of deposit and bankers'
acceptances, commercial paper and repurchase agreements),
mortgage-related securities, municipal obligations and
convertible debt obligations.  The issuers of these obligations
may include corporations, partnerships, trusts or similar
entities, governments or their political subdivisions, agencies
or instrumentalities, and supranational entities.  At least 65%
of the value of the Fund's net assets (except when maintaining a
temporary defensive position) will be invested in bonds and
debentures.  While there are no prescribed limits on geographic
asset distribution, the Fund ordinarily will seek to invest its
assets in at least three countries.  The percentage of the
Fund's assets invested in securities issued by foreign issuers
will vary depending on the relative yields of such securities,
the economic and financial markets of the countries in which the
investments are made and the interest rate climate of such
countries.  The Fund may hold foreign currency of any country
and may purchase debt securities or hold currencies in
combination with forward currency exchange contracts.  The Fund
will be alert to opportunities to profit from fluctuations in
currency exchange rates.
    

   
          It is a fundamental policy of the Fund that at least
65% of the Fund's net assets will consist of debt securities
rated at least Baa by Moody's Investors Service, Inc.
("Moody's") or at least BBB by Standard & Poor's Corporation
("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff &
Phelps, Inc. ("Duff") or, if unrated, deemed to be of comparable
quality by the Advisers.  The Fund intends to invest less than
35% of its net assets in debt securities rated lower than
investment grade by Moody's, S&P, Fitch and Duff.  Investments
rated Ba or lower by Moody's and BB or lower by S&P, Fitch and
Duff ordinarily provide higher yields but involve greater risk
because of their speculative characteristics.  The Fund may
invest in obligations rated C by Moody's or D by S&P, Fitch or
Duff, which is such rating organizations' lowest rating and
indicates that the obligation is in default and interest and/or
repayment of principal is in arrears.  See "Risk Factors--Lower
Rated Securities" below for a further discussion of certain
risks.  
    

   
          The Fund may invest up to 35% of its total assets in
companies whose principal activities are in, or governments of,
emerging markets.  Emerging markets will include any countries
(i) having an "emerging stock market" as defined by the
International Finance Corporation; (ii) with low- to middle-
income economies according to the World Bank; or (iii) listed in
World Bank publications as developing.  Currently, the countries
not included in these categories are Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Ireland,
Italy, Japan, the Netherlands, New Zealand, Norway, Spain,
Sweden, Switzerland, the United Kingdom and the United States. 
Issuers whose principal activities are in countries with
emerging markets include issuers:  (1) organized under the laws
of, (2) whose securities have their primary trading market in,
(3) deriving at least 50% of their revenues or profits from
goods sold, investments made, or services performed in, or (4)
having at least 50% of their assets located in a country with,
an emerging market.
    

   
          The Fund may invest up to 25% of its total assets in
the securities of issuers having their principal business
activities in the same industry, regardless of country.  The
Fund may invest up to 5% of its assets in securities of
companies that have been in continuous operation for fewer than
three years (including operations of any predecessors).

    
  
   
        In connection with its purchases of convertible
securities, the Fund from time to time may hold common stock
received upon the conversion of the security.  The Fund does not
intend to retain the common stock in its portfolio and will sell
it as promptly as it can and in a manner which it believes will
reduce the risk to the Fund of loss in connection with the sale.
    

   
          The Fund may adopt a temporary defensive posture and
invest without limitation in securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities and in
other U.S. dollar denominated money market instruments
consisting of certificates of deposit, time deposits, bankers'
acceptances, short-term investment grade corporate bonds and
other short-term debt instruments, and repurchase agreements, as
described under "Certain Portfolio Securities" below.
    

   
          In an effort to increase total return, the Fund may
engage in various investment techniques such as leveraging,
short selling, options and futures transactions, currency
transactions and lending portfolio securities, each of which
involves risk.  See "Other Investment Considerations."  
    

CERTAIN PORTFOLIO SECURITIES

   
SECURITIES OF EMERGING MARKETS ISSUERS--In emerging markets, the
Fund may purchase debt securities issued or guaranteed by
foreign governments, including participations in loans between
foreign governments and financial institutions, and interests in
entities organized and operated for the purpose of restructuring
the investment characteristics of instruments issued or
guaranteed by foreign governments ("Sovereign Debt
Obligations").  These include Brady Bonds, Structured Securities
and Loan Participations and Assignments (as defined below).
    

   
          BRADY BONDS.  Brady Bonds are debt obligations created
through the exchange of existing commercial bank loans to
foreign entities for new obligations in connection with debt
restructurings under a plan introduced by former U.S. Secretary
of the Treasury, Nicholas F. Brady.
    

   
          Brady Bonds have been issued only relatively recently,
and, accordingly, do not have a long payment history.  They may
be collateralized or uncollateralized and issued in various
currencies (although most are U.S. dollar-denominated).  They
are actively traded in the over-the counter secondary market.  
    

   
          STRUCTURED SECURITIES.  Structured Securities are
interests in entities organized and operated solely for the
purpose of restructuring the investment characteristics of
Sovereign Debt Obligations.  This type of restructuring involves
the deposit with or purchase by an entity, such as a corporation
or trust, of specified instruments (such as commercial bank
loans or Brady Bonds) and the issuance by that entity of one or
more classes of securities ("Structured Securities") backed by,
or representing interests in, the underlying instruments.  The
cash flow on the underlying instruments may be apportioned among
the newly-issued Structured Securities to create securities with
different investment characteristics such as varying maturities,
payment priorities and interest rate provisions, and the extent
of the payments made with respect to Structured Securities is
dependent on the extent of the cash flow on the underlying
instruments.  Because Structured Securities of the type in which
the Fund anticipates it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to
that of the underlying instruments.
    

          The Fund is permitted to invest in a class of
Structured Securities that is either subordinated or
unsubordinated to the right of payment of another class. 
Subordinated Structured Securities typically have higher yields
and present greater risks than unsubordinated Structured
Securities.

          Certain issuers of Structured Securities may be deemed
to be "investment companies" as defined in the Investment
Company Act of 1940.  As a result, the Fund's investment in
these Structured Securities may be limited by the restrictions
contained in the Investment Company Act of 1940.  See
"Investment Company Securities" below.

   
          LOAN PARTICIPATIONS AND ASSIGNMENTS.  The Fund may
invest in fixed and floating rate loans ("Loans") arranged
through private negotiations between an issuer of Sovereign Debt
Obligations and one or more financial institutions ("Lenders"). 
The Fund's investments in Loans are expected in most instances
to be in the form of participations in Loans ("Participations")
and assignments of all or a portion of Loans ("Assignments")
from third parties.  The government that is the borrower on the
Loan will be considered by the Fund to be the issuer of a
Participation or Assignment.  The Fund's investment in
Participations typically will result in the Fund having a
contractual relationship only with the Lender and not with the
borrower.  The Fund will have the right to receive payments of
principal, interest and any fees to which it is entitled only
from the Lender selling the Participation and only upon receipt
by the Lender of the payments from the borrower.  In connection
with purchasing Participations, the Fund generally will have no
right to enforce compliance by the borrower with the terms of
the loan agreement relating to the Loan, nor any rights of set-
off against the borrower, and the Fund may not directly benefit
from any collateral supporting the Loan in which it has
purchased the Participation.  As a result, the Fund may be
subject to the credit risk of both the borrower and the Lender
that is selling the Participation.  In the event of the
insolvency of the Lender selling a Participation, the Fund may
be treated as a general creditor of the Lender and may not
benefit from any set-off between the Lender and the borrower. 
Certain Participations may be structured in a manner designed to
avoid purchasers of Participations being subject to the credit
risk of the Lender with respect to the Participation, but even
under such a structure, in the event of the Lender's insolvency,
the Lender's servicing of the Participation may be delayed and
the assignability of the Participation impaired.  [The Fund will
acquire Participations only if the Lender interpositioned
between the Fund and the borrower is a Lender having total
assets of more than $25 billion and whose senior unsecured debt
is rated investment grade or higher (i.e., Baa/BBB or higher)].
    

   
    
CONVERTIBLE SECURITIES--The Fund may purchase convertible
securities, which are fixed-income securities, such as bonds or
preferred stock, which may be converted at a stated price within
a specified period of time into a specified number of shares of
common stock of the same or a different issuer.  Convertible
securities are senior to common stock in a corporation's capital
structure, but usually are subordinated to non-convertible debt
securities.  While providing a fixed-income stream (generally
higher in yield than the income derivable from a common stock
but lower than that afforded by a non-convertible debt
security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in
the capital appreciation of the common stock into which it is
convertible.

          In general, the market value of a convertible security
is the higher of its "investment value" (i.e., its value as a
fixed-income security) or its "conversion value" (i.e., the
value of the underlying shares of common stock if the security
is converted).  As a fixed-income security, the market value of
a convertible security generally increases when interest rates
decline and generally decreases when interest rates rise.
However, the price of a convertible security also is influenced
by the market value of the security's underlying common stock. 
Thus, the price of a convertible security generally increases as
the market value of the underlying stock increases, and
generally decreases as the market value of the underlying stock
declines.  Investments in convertible securities generally
entail less risk than investments in the common stock of the
same issuer.
   
    

   
U.S. GOVERNMENT SECURITIES--The Fund may purchase securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, which include U.S. Treasury securities that
differ in their interest rates, maturities and times of
issuance.  Treasury Bills have initial maturities of one year or
less; Treasury Notes have initial maturities of one to ten
years; and Treasury Bonds generally have initial maturities of
greater than ten years.  Some obligations issued or guaranteed
by U.S. Government agencies and instrumentalities, for example,
Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality.  These securities bear fixed, floating or
variable rates of interest.  Principal and interest may
fluctuate based on generally recognized reference rates or the
relationship of rates.  While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always
do so, because the U.S. Government is not obligated to do so by
law. 
    

ZERO COUPON SECURITIES--The Fund may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that
have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons.  The
Fund also may invest in zero coupon securities issued by
corporations and financial institutions which constitute a
proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities.  A zero coupon security pays no interest to
its holder during its life and is sold at a discount to its face
value at maturity.  The amount of the discount fluctuates with
the market price of the security.  The market prices of zero
coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest
rates than non-zero coupon securities having similar maturities
and credit qualities.

   
BANK OBLIGATIONS--The Fund may purchase certificates of deposit,
time deposits, bankers' acceptances and other short-term
obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions.  With respect to
such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, the Fund may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers.  Such risks include possible future
political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the
securities, the possible establishment of exchange controls or
the adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on
these securities and the possible seizure or nationalization of
foreign deposits.
    

          Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.

          Time deposits are non-negotiable deposits maintained
in a banking institution for a specified period of time at a
stated interest rate.  Time deposits which may be held by the
Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.  The Fund will not
invest more than 15% of the value of its net assets in time
deposits that are illiquid and in other illiquid securities.

          Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer.  These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity.  The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.

   
REPURCHASE AGREEMENTS--Repurchase agreements involve the
acquisition by the Fund of an underlying debt instrument,
subject to an obligation of the seller to repurchase, and the
Fund to resell, the instrument at a fixed price usually not more
than one week after its purchase.  The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase
agreement.  Repurchase agreements are considered by the staff of
the Securities and Exchange Commission to be loans by the Fund. 
In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, the Fund will enter into repurchase
agreements only with domestic banks with total assets in excess
of one billion dollars, or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect
to securities of the type in which the Fund may invest, and will
require that additional securities be deposited with it if the
value of the securities purchased should decrease below the
resale price.  The Advisers will monitor on an ongoing basis the
value of the collateral to assure that it always equals or
exceeds the repurchase price.  Certain costs may be incurred by
the Fund in connection with the sale of the securities if the
seller does not repurchase them in accordance with the
repurchase agreement.  In addition, if bankruptcy proceedings
are commenced with respect to the seller of the securities,
realization on the securities by the Fund may be delayed or
limited.  The Fund will consider on an ongoing basis the
creditworthiness of the institutions with which it enters into
repurchase agreements.  
    

   
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS--
Commercial paper consists of short-term, unsecured promissory
notes issued to finance short-term credit needs.  The commercial
paper purchased by the Fund will consist only of direct
obligations which, at the time of their purchase, are (a) rated
not lower than Prime-1 by Moody's, A-1 by S&P, F-1 by Fitch or
Duff-1 by Duff, (b) issued by companies having an outstanding
unsecured debt issue currently rated not lower than Aa3 by
Moody's or AA- by S&P, Fitch or Duff, or (c) if unrated,
determined by the Advisers to be of comparable quality to those
rated obligations which may be purchased by the Fund.  The Fund
may purchase floating and variable rate demand notes and bonds,
which are obligations ordinarily having stated maturities in
excess of one year, but which permit the holder to demand
payment of principal at any time or at specified intervals. 
Variable rate demand notes include variable amount master demand
notes, which are obligations that permit the Fund to invest
fluctuating amounts at varying rates of interest pursuant to
direct arrangements between the Fund, as lender, and the
borrower.  These notes permit daily changes in the amounts
borrowed.  As mutually agreed between the parties, the Fund may
increase the amount under the notes at any time up to the full
amount provided by the note agreement, or decrease the amount,
and the borrower may repay up to the full amount of the note
without penalty.  Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time.  Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand.  In connection with floating and variable rate demand
obligations, the Advisers will consider, on an ongoing basis,
earning power, cash flow and other liquidity ratios of the
borrower, and the borrower's ability to pay principal and
interest on demand.  Such obligations frequently are not rated
by credit rating agencies, and the Fund may invest in them only
if at the time of an investment the borrower meets the criteria
set forth above for other commercial paper issuers.
    

WARRANTS--The Fund may invest up to 5% of its net assets in
warrants, except that this limitation does not apply to warrants
acquired in units or attached to securities.  A warrant is an
instrument issued by a corporation which gives the holder the
right to subscribe to a specified amount of the corporation's
capital stock at a set price for a specified period of time. 
The Fund does not intend to retain in its portfolio any common
stock received upon the exercise of a warrant and will sell the
common stock as promptly as practicable and in a manner that it
believes will reduce its risk of a loss in connection with the
sale.  The Fund does not intend to retain in its portfolio any
warrant for equity securities acquired as a unit with a debt
instrument if the warrant begins to trade separately from the
related debt instrument.

   
MORTGAGE-RELATED SECURITIES--The Fund may invest in mortgage-
related securities which are collateralized by pools of mortgage
loans assembled for sale to investors by various governmental
agencies, such as Government National Mortgage Association and
government-related organizations such as Federal National
Mortgage Association and Federal Home Loan Mortgage Corporation,
as well as by private issuers such as commercial banks, savings
and loan institutions, mortgage banks and private mortgage
insurance companies, and similar foreign entities.  The
mortgage-related securities in which the Fund may invest include
those with fixed, floating and variable interest rates and those
with interest rates that change based on multiples of changes in
interest rates, as well as stripped mortgage-backed securities
which are derivative multiclass mortgage securities.  Stripped
mortgage-backed securities usually are structured with two
classes that receive different proportions of interest and
principal distributions on a pool of mortgage-backed securities
or whole loans.  A common type of stripped mortgage-backed
security will have one class receiving some of the interest and
most of the principal from the mortgage collateral, while the
other class will receive most of the interest and the remainder
of the principal.  In the most extreme case, one class will
receive all of the interest (the interest-only or "IO" class),
while the other class will receive all of the principal (the
principal-only or "PO" class).  Although certain mortgage-
related securities are guaranteed by a third party or otherwise
similarly secured, the market value of the security, which may
fluctuate, is not so secured.  If the Fund purchases a
mortgaged-related security at a premium, all or part of the
premium may be lost if there is a decline in the market value of
the security, whether resulting from changes in interest rates
or prepayments in the underlying mortgage collateral.  As with
other interest-bearing securities, the prices of certain
mortgage-backed securities are inversely affected by changes in
interest rates, while others, which the Fund may purchase, may
be structured so that their interest rates will fluctuate
inversely (and thus their price will increase as interest rates
rise and decrease as interest rates fall) in response to changes
in interest rates.  Though the value of a mortgage-related
security may decline when interest rates rise, the converse is
not necessarily true, since in periods of declining interest
rates the mortgages underlying the security are more likely to
prepay.  For this and other reasons, a mortgage-related
security's stated maturity may be shortened by unscheduled
prepayments on the underlying mortgages and, therefore, it is
not possible to predict accurately the security's return to the
Fund.  Moreover, with respect to stripped mortgage-backed
securities, if the underlying mortgage securities experience
greater than anticipated prepayments of principal, the Fund may
fail to fully recoup its initial investment in these securities
even if the securities are rated in the highest rating category
by a nationally recognized statistical rating organization.  In
addition, regular payments received in respect of mortgage-
related securities include both interest and principal.  No
assurance can be given as to the return the Fund will receive
when these amounts are reinvested.  The Fund also may invest in
collateralized mortgage obligations structured on pools of
mortgage pass-through certificates or mortgage loans. 
Collateralized mortgage obligations will be purchased only if
rated in one of the two highest rating categories by a
nationally recognized statistical rating organization such as
Moody's, S&P, Fitch or Duff, or, if unrated, deemed to be of
comparable quality by the Advisers.  For further discussion
concerning the investment considerations involved, see "Risk
Factors--Other Investment Considerations" below, and "Investment
Objectives and Management Polices--Portfolio Securities--
Mortgaged-Related Securities" in the Fund's Statement of
Additional Information.
    

INVESTMENT COMPANY SECURITIES--The Fund may invest in securities
issued by other investment companies which principally invest in
securities of the type in which the Fund invests.  Under the
Investment Company Act of 1940, the Fund's investments in such
securities, subject to certain exceptions, currently are limited
to (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Fund's net assets with respect to any
one investment company and (iii) 10% of the Fund's net assets in
the aggregate.  Investments in the securities of other
investment companies may involve duplication of advisory fees
and certain other expenses.

   
ILLIQUID SECURITIES--The Fund may invest up to 15% of the value
of its net assets in securities as to which a liquid trading
market does not exist, provided such investments are consistent
with the Fund's investment objectives.  Such securities may
include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale, certain Sovereign Debt Obligations,
repurchase agreements providing for settlement in more than
seven days after notice, certain options traded in the over-the-
counter market and securities used to cover such options, and
certain mortgage-backed securities, such as certain
collateralized mortgage obligations and stripped mortgage-backed
securities.  As to these securities, the Fund is subject to a
risk that should the Fund desire to sell them when a ready buyer
is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be
adversely affected.  When purchasing securities that have not
been registered under the Securities Act of 1933, as amended,
and are not readily marketable, the Fund will endeavor to obtain
the right to registration at the expense of the issuer. 
Generally, there will be a lapse of time between the Fund's
decision to sell any such security and the registration of the
security permitting sale.  During any such period, the price of
the securities will be subject to market fluctuations.  However,
if a substantial market of qualified institutional buyers
develops pursuant to Rule 144A under the Securities Act of 1933,
as amended, for such securities held by the Fund, the Fund
intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board of 
Directors.  Because it is not possible to predict with assurance
how the market for restricted securities pursuant to Rule 144A
will develop, the Fund's Board of Directors has directed the
Advisers to monitor carefully the Fund's investments in such
securities with particular regard to trading activity,
availability of reliable price information and other relevant
information.  To the extent  that, for a period of time,
qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, the Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.
    

INVESTMENT TECHNIQUES

          The Fund may engage in various investment techniques,
such as leveraging, short-selling, options and futures
transactions and lending portfolio securities, each of which
involves risk.  See "Risk Factors" below.

LEVERAGE THROUGH BORROWING--The Fund may borrow for investment
purposes.  This borrowing, which is known as leveraging,
generally will be unsecured, except to the extent the Fund
enters into reverse repurchase agreements described below.  The
Investment Company Act of 1940 requires the Fund to maintain
continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed.  If the 300% asset coverage should decline
as a result of market fluctuations or other reasons, the Fund
may be required to sell some of its portfolio holdings within
three days to reduce the debt and restore the 300% asset
coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time. 
Leveraging may exaggerate the effect on net asset value of any
increase or decrease in the market value of the Fund's
portfolio.  Money borrowed for leveraging will be subject to
interest costs that may or may not be recovered by appreciation
of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased.  The
Fund also may be required to maintain minimum average balances
in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the
stated interest rate.

          Among the forms of borrowing in which the Fund may
engage is the entry into reverse repurchase agreements with
banks, brokers or dealers.  These transactions involve the
transfer by the Fund of an underlying debt instrument in return
for cash proceeds based on a percentage of the value of the
security.  The Fund retains the right to receive interest and
principal payments on the security.  At an agreed upon future
date, the Fund repurchases the security at principal, plus
accrued interest.  In certain types of agreements, there is no
agreed upon repurchase date and interest payments are calculated
daily, often based on the prevailing overnight repurchase rate. 
The Fund will maintain in a segregated custodial account cash or
U.S. Government securities or other high quality liquid debt
securities at least equal to the aggregate amount of its reverse
repurchase obligations, plus accrued interest, in certain cases,
in accordance with releases promulgated by the Securities and
Exchange Commission.  The Securities and Exchange Commission
views reverse repurchase transactions as collateralized
borrowings by the Fund.  These agreements, which are treated as
if reestablished each day, are expected to provide the Fund with
a flexible borrowing tool.

   
FOREIGN CURRENCY TRANSACTIONS--The Fund may engage in currency
exchange transactions to the extent consistent with its
investment objectives or to hedge its portfolio.  The Fund will
conduct its currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency
exchange market, or through entering into forward contracts to
purchase or sell currencies.  A forward currency exchange
contract involves an obligation to purchase or sell a specific
currency at a future date, which must be more than two days from
the date of the contract, at a price set at the time of the
contract.  Forward currency exchange contracts are entered into
in the interbank market conducted directly between currency
traders (typically commercial banks or other financial
institutions) and their customers.  The Fund also may combine
forward currency exchange contracts with investments in
securities denominated in other currencies.
    

   
          The Fund also may maintain short positions in forward
currency exchange transactions, which would involve the Fund
agreeing to exchange an amount of a currency it did not
currently own for another currency at a future date in
anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the
exchange.  The Fund will maintain in a segregated custodial
account cash or U.S. Government securities or other high quality
liquid debt securities at least equal to the aggregate amount of
its short positions, plus accrued interest, in certain cases, in
accordance with releases promulgated by the Securities and
Exchange Commission.  
    

   
OPTIONS ON FOREIGN CURRENCY--The Fund may purchase and sell call
and put options on foreign currency for the purpose of hedging
against changes in future currency exchange rates.  Call options
convey the right to buy the underlying currency at a price which
is expected to be lower than the spot price of the currency at
the time the option expires.  Put options convey the right to
sell the underlying currency at a price which is anticipated to
be higher than the spot prices of the currency at the time the
option expires.  The Fund may use foreign currency options for
the same purposes as forward currency exchange and futures
transactions, as described herein.  See also "Call and Put
Options on Specific Securities" and "Currency Futures and
Options on Currency Futures" below.
    

SHORT-SELLING--The Fund may make short sales, which are
transactions in which the Fund sells a security it does not own
in anticipation of a decline in the market value of that
security.  To complete such a transaction, the Fund must borrow
the security to make delivery to the buyer.  The Fund then is
obligated to replace the security borrowed by purchasing it at
the market price at the time of replacement.  The price at such
time may be more or less than the price at which the security
was sold by the Fund.  Until the security is replaced, the Fund
is required to pay to the lender amounts equal to any dividends
or interest which accrue during the period of the loan.  To
borrow the security, the Fund also may be required to pay a
premium, which would increase the cost of the security sold. 
The proceeds of the short sale will be retained by the broker,
to the extent necessary to meet margin requirements, until the
short position is closed out.

          Until the Fund closes its short position or replaces
the borrowed security, the Fund will:  (a) maintain a segregated
account, containing cash or U.S. Government securities, at such
a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the
current value of the security sold short and (ii) the amount
deposited in the segregated account plus the amount deposited
with the broker as collateral will not be less than the market
value of the security at the time it was sold short; or
(b) otherwise cover its short position.

          The Fund will incur a loss as a result of the short
sale if the price of the security increases between the date of
the short sale and the date on which the Fund replaces the
borrowed security.  The Fund will realize a gain if the security
declines in price between those dates.  This result is the
opposite of what one would expect from a cash purchase of a long
position in a security.  The amount of any gain will be
decreased, and the amount of any loss increased, by the amount
of any premium or amounts in lieu of dividends or interest the
Fund may be required to pay in connection with a short sale.

          The Fund may purchase call options to provide a hedge
against an increase in the price of a security sold short by the
Fund.  When the Fund purchases a call option it has to pay a
premium to the person writing the option and a commission to the
broker selling the option.  If the option is exercised by the
Fund, the premium and the commission paid may be more than the
amount of the brokerage commission charged if the security were
to be purchased directly.  See "Call and Put Options on Specific
Securities" below.

          The Fund anticipates that the frequency of short sales
will vary substantially under different market conditions, and
it does not intend that any specified portion of its assets, as
a matter of practice, will be invested in short sales.  However,
no securities will be sold short if, after effect is given to
any such short sale, the total market value of all securities
sold short would exceed 25% of the value of the Fund's net
assets.  The Fund may not sell short the securities of any
single issuer listed on a United States national securities
exchange to the extent of more than 5% of the value of the
Fund's net assets.  The Fund may not sell short the securities
of any class of an issuer to the extent, at the time of the
transaction, of more than 5% of the outstanding securities of
that class.

          In addition to the short sales discussed above, the
Fund may make short sales "against the box," a transaction in
which the Fund enters into a short sale of a security which the
Fund owns.  The proceeds of the short sale will be held by a
broker until the settlement date at which time the Fund delivers
the security to close the short position.  The Fund receives the
net proceeds from the short sale.  The Fund at no time will have
more than 15% of the value of its net assets in deposits on
short sales against the box.  It currently is anticipated that
the Fund will make short sales against the box for purposes of
protecting the value of the Fund's net assets.

CALL AND PUT OPTIONS ON SPECIFIC SECURITIES--The Fund may invest
up to 5% of its assets, represented by the premium paid, in the
purchase of call and put options in respect of specific
securities (or groups or "baskets" of specific securities) in
which the Fund may invest.  The Fund may write covered call and
put option contracts to the extent of 20% of the value of its
net assets at the time such option contracts are written.  A
call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security or
securities at the exercise price at any time during the option
period.  Conversely, a put option gives the purchaser of the
option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any
time during the option period.  A covered call option sold by
the Fund, which is a call option with respect to which the Fund
owns the underlying security or securities, exposes the Fund
during the term of the option to possible loss of opportunity to
realize appreciation in the market price of the underlying
security or securities or to possible continued holding of a
security or securities which might otherwise have been sold to
protect against depreciation in the market price thereof.  A
covered put option sold by the Fund exposes the Fund during the
term of the option to a decline in price of the underlying
security or securities.  A put option sold by the Fund is
covered when, among other things, cash or liquid securities are
placed in a segregated account with the Fund's custodian to
fulfill the obligation undertaken.

          To close out a position when writing covered options,
the Fund may make a "closing purchase transaction," which
involves purchasing an option on the same security or securities
with the same exercise price and expiration date as the option
which it has previously written.  To close out a position as a
purchaser of an option, the Fund may make a "closing sale
transaction," which involves liquidating the Fund's position by
selling the option previously purchased.  The Fund will realize
a profit or loss from a closing purchase or sale transaction
depending upon the difference between the amount paid to
purchase an option and the amount received from the sale
thereof.

          The Fund intends to treat options in respect of
specific securities that are not traded on a national securities
exchange and the securities underlying covered call options
written by the Fund as illiquid securities.  See "Certain
Portfolio Securities--Illiquid Securities" above.

          The Fund will purchase options only to the extent
permitted by the policies of state securities authorities in
states where shares of the Fund are qualified for offer and
sale.

OPTIONS ON INTEREST RATE SWAPS--The Fund may purchase cash-
settled options on interest rate swaps in pursuit of its
investment objectives.  Interest rate swaps involve the exchange
by the Fund with another party of their respective commitments
to pay or receive interest (for example, an exchange of
floating-rate payments for fixed-rate payments) denominated in
U.S. dollars.  A cash-settled option on a swap gives the
purchaser the right, but not the obligation, in return for the
premium paid, to receive an amount of cash equal to the value of
the underlying swap as of the exercise date.  These options
typically are purchased in privately negotiated transactions
from financial institutions, including securities brokerage
firms.

FUTURES TRANSACTIONS--IN GENERAL--The Fund will not be a
commodity pool.  However, as a substitute for a comparable
market position in the underlying securities and for hedging
purposes, the Fund may engage in futures and options on futures
transactions, as described below.

   
          The Fund may trade futures contracts and options on
futures contracts in U.S. domestic markets, such as the Chicago
Board of Trade and the International Monetary Market of the
Chicago Mercantile Exchange, or, to the extent permitted under
applicable law, on exchanges located outside the United States,
such as the London International Financial Futures Exchange and
the Sydney Futures Exchange Limited.  Foreign markets may offer
advantages such as trading in commodities that are not currently
traded in the United States or arbitrage possibilities not
available in the United States.  Foreign markets, however, may
have greater risk potential than domestic markets.  See "Risk
Factors--Foreign Commodity Transactions" below.
    

   
          The Fund's commodities transactions must constitute
bona fide hedging or other permissible transactions pursuant to
regulations promulgated by the Commodity Futures Trading
Commission (the "CFTC").  In addition, the Fund may not engage
in such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options,
other than for bona fide hedging transactions, would exceed 5%
of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such
contracts it has entered into; provided, however, that in the
case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating the 5%. 
Pursuant to regulations and/or published positions of the
Securities and Exchange Commission, the Fund may be required to
segregate cash or high quality money market instruments in
connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity.
    

          Initially, when purchasing or selling futures
contracts the Fund will be required to deposit with its
custodian in the broker's name an amount of cash or cash
equivalents up to approximately 10% of the contract amount. 
This amount is subject to change by the exchange or board of
trade on which the contract is traded and members of such
exchange or board of trade may impose their own higher
requirements.  This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the
contract which is returned to the Fund upon termination of the
futures position, assuming all contractual obligations have been
satisfied.  Subsequent payments, known as "variation margin," to
and from the broker will be made daily as the price of the index
or securities underlying the futures contract fluctuates, making
the long and short positions in the futures contract more or
less valuable, a process known as "marking-to-market."  At any
time prior to the expiration of a futures contract, the Fund may
elect to close the position by taking an opposite position, at
the then prevailing price, which will operate to terminate the
Fund's existing position in the contract.

          Although the Fund intends to purchase or sell futures
contracts only if there is an active market for such contracts,
no assurance can be given that a liquid market will exist for
any particular contract at any particular time.  Many futures
exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading
day.  Once the daily limit has been reached in a particular
contract, no trades may be made that day at a price beyond that
limit or trading may be suspended for specified periods during
the trading day.  Futures contract prices could move to the
limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial
losses.  If it is not possible, or the Fund determines not, to
close a futures position in anticipation of adverse price
movements, the Fund will be required to make daily cash payments
of variation margin.  In such circumstances, an increase in the
value of the portion of the portfolio being hedged, if any, may
offset partially or completely losses on the futures contract. 
However, no assurance can be given that the price of the
securities being hedged will correlate with the price movements
in a futures contract and thus provide an offset to losses on
the futures contract.

          In addition, to the extent the Fund is engaging in a
futures transaction as a hedging device, due to the risk of an
imperfect correlation between securities in the Fund's portfolio
that are the subject of a hedging transaction and the futures
contract used as a hedging device, it is possible that the hedge
will not be fully effective in that, for example, losses on the
portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of
gains on the portfolio securities that were the subject of the
hedge.  In futures contracts based on indexes, the risk of
imperfect correlation increases as the composition of the Fund's
portfolio varies from the composition of the index.  In an
effort to compensate for the imperfect correlation of movements
in the price of the securities being hedged and movements in the
price of futures contracts, the Fund may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar
amount of the securities being hedged if the historical
volatility of the futures contract has been less or greater than
that of the securities.  Such "over hedging" or "under hedging"
may adversely affect the Fund's net investment results if market
movements are not as anticipated when the hedge is established.

   
          Successful use of futures by the Fund also is subject
to the Advisers' ability to predict correctly movements in the
direction of the market or interest rates.  For example, if the
Fund has hedged against the possibility of a decline in the
market adversely affecting the value of securities held in its
portfolio and prices increase instead, the Fund will lose part
or all of the benefit of the increased value of securities which
it has hedged because it will have offsetting losses in its
futures positions.  In addition, in such situations, if the Fund
has insufficient cash, it may have to sell securities to meet
daily variation margin requirements.  Such sales of securities
may, but will not necessarily, be at increased prices which
reflect the rising market.  The Fund may have to sell securities
at a time when it may be disadvantageous to do so.
    

          An option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position
in a futures contract (a long position if the option is a call
and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period. 
The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a
call and a long position if the option is a put).  Upon exercise
of the option, the assumption of offsetting futures positions by
the writer and holder of the option will be accompanied by
delivery of the accumulated cash balance in the writer's futures
margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case
of a call, or is less than, in the case of a put, the exercise
price of the option on the futures contract.

          Call options sold by the Fund with respect to futures
contracts will be covered by, among other things, entering into
a long position in the same contract at a price no higher than
the strike price of the call option, or by ownership of the
instruments underlying, or instruments the prices of which are
expected to move relatively consistently with the instruments
underlying, the futures contract.  Put options sold by the Fund
with respect to futures contracts will be covered in the same
manner as put options on specific securities as described above.

INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS--The Fund may invest in interest rate futures
contracts and options on interest rate futures contracts as a
substitute for a comparable market position and to hedge against
adverse movements in interest rates.

          To the extent the Fund has invested in interest rate
futures contracts or options on interest rate futures contracts
as a substitute for a comparable market position, the Fund will
be subject to the investment risks of having purchased the
securities underlying the contract.

          The Fund may purchase call options on interest rate
futures contracts to hedge against a decline in interest rates
and may purchase put options on interest rate futures contracts
to hedge its portfolio securities against the risk of rising
interest rates.

          The Fund may sell call options on interest rate
futures contracts to partially hedge against declining prices of
its portfolio securities.  If the futures price at expiration of
the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the Fund's
portfolio holdings.  The Fund may sell put options on interest
rate futures contracts to hedge against increasing prices of the
securities which are deliverable upon exercise of the futures
contracts.  If the futures price at expiration of the option is
higher than the exercise price, the Fund will retain the full
amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Fund
intends to purchase.  If a put or call option sold by the Fund
is exercised, the Fund will incur a loss which will be reduced
by the amount of the premium it receives.  Depending on the
degree of correlation between changes in the value of its
portfolio securities and changes in the value of its futures
positions, the Fund's losses from existing options on futures
may to some extent be reduced or increased by changes in the
value of its portfolio securities.

          The Fund also may sell options on interest rate
futures contracts as part of closing purchase transactions to
terminate its options positions.  No assurance can be given that
such closing transactions can be effected or that there will be 
correlation between price movements in the options on interest
rate futures and price movements in the Fund's portfolio
securities which are the subject of the hedge.  In addition, the
Fund's purchase of such options will be based upon predictions
as to anticipated interest rate trends, which could prove to be
inaccurate.

   
CURRENCY FUTURES AND OPTIONS ON CURRENCY FUTURES--The Fund may
purchase and sell currency futures contracts and options
thereon.  See "Call and Put Options on Specific Securities"
above.  By selling foreign currency futures, the Fund can
establish the number of U.S. dollars it will receive in the
delivery month for a certain amount of a foreign currency.  In
this way, if the Fund anticipates a decline of a foreign
currency against the U.S. dollar, the Fund can attempt to fix
the U.S. dollar value of some or all of its securities that are
denominated in that currency.  By purchasing foreign currency
futures, the Fund can establish the number of U.S. dollars it
will be required to pay for a specified amount of a foreign
currency in the delivery month.  Thus, if the Fund intends to
buy securities in the future and expects the U.S. dollar to
decline against the relevant foreign currency during the period
before the purchase is effected, the Fund, for the price of the
currency future, can attempt to fix the price in U.S. dollars of
the securities it intends to acquire. 
    

   

          The purchase of options on currency futures will allow
the Fund, for the price of the premium it must pay for the
option, to decide whether or not to buy (in the case of a call
option) or to sell (in the case of a put option) a futures
contract at a specified price at any time during the period
before the option expires.  If the Fund, in purchasing an
option, has been correct in its judgment concerning the
direction in which the price of a foreign currency would move as
against the U.S. dollar, it may exercise the option and thereby
take a futures position to hedge against the risk it had
correctly anticipated or close out the option position at a gain
that will offset, to some extent, currency exchange losses
otherwise suffered by the Fund.  If exchange rates move in a way
the Fund did not anticipate, the Fund will have incurred the
expense of the option without obtaining the expected benefit. 
As a result, the Fund's profits on the underlying securities
transactions may be reduced or overall losses incurred.
    

FUTURE DEVELOPMENTS--The Fund may take advantage of opportunities

in the area of options and futures contracts and options on
futures contracts and any other derivative investments which are
not presently contemplated for use by the Fund or which are not
currently available but which may be developed, to the extent
such opportunities are both consistent with the Fund's
investment objectives and legally permissible for the Fund. 
Before entering into such transactions or making any such
investment, the Fund will provide appropriate disclosure in its
prospectus.

LENDING PORTFOLIO SECURITIES--From time to time, the Fund may
lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete
certain transactions.  Such loans may not exceed 33-1/3% of the
value of the Fund's total assets.  In connection with such
loans, the Fund will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities.  The
Fund can increase its income through the investment of such
collateral.  The Fund continues to be entitled to payments in
amounts equal to the interest or other distributions payable on
the loaned security and receives interest on the amount of the
loan.  Such loans will be terminable at any time upon specified
notice.  The Fund might experience risk of loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.

FORWARD COMMITMENTS--The Fund may purchase securities on a when-
issued or forward commitment basis, which means that the price
is fixed at the time of commitment, but delivery and payment
ordinarily take place a number of days after the date of the
commitment to purchase.  The Fund will make commitments to
purchase such securities only with the intention of actually
acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable.  The Fund
will not accrue income in respect of a security purchased on a
when-issued or forward commitment basis prior to its stated
delivery date.

          Securities purchased on a when-issued or forward
commitment basis and certain other debt securities held by the
Fund are subject to changes in value (both generally changing in
the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates.  Securities
purchased on a when-issued or forward commitment basis may
expose the Fund to risk because they may experience such
fluctuations prior to their actual delivery.  Purchasing debt
securities on a when-issued or forward commitment basis can
involve the additional risk that the yield available in the
market when the delivery takes place actually may be higher than
that obtained in the transaction itself.  A segregated account
of the Fund consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the
when-issued or forward commitments will be established and
maintained at the Fund's custodian bank.  Purchasing debt
securities on a when-issued or forward commitment basis when the
Fund is fully or almost fully invested may result in greater
potential fluctuation in the value of the Fund's net assets and
its net asset value per share.

CERTAIN FUNDAMENTAL POLICIES

          The Fund may (i) borrow money to the extent permitted
under the Investment Company Act of 1940; and (ii) invest up to
25% of its total assets in the securities of issuers in a single
industry, provided that there is no such limitation on
investments in securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.  This paragraph
describes fundamental policies of the Fund that cannot be
changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the
outstanding voting shares of the Fund.  See "Investment
Objectives and Management Policies--Investment Restrictions" in
the Fund's Statement of Additional Information.

CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES

          The Fund may (i) pledge, hypothecate, mortgage or
otherwise encumber its assets, but only to secure permitted
borrowings; (ii) invest up to 15% of the value of its net assets
in repurchase agreements providing for settlement in more than
seven days after notice and in other illiquid securities; and
(iii) purchase securities of other investment companies to the
extent permitted under the Investment Company Act of 1940.  See
"Investment Objectives and Management Policies--Investment
Restrictions" in the Fund's Statement of Additional Information.

RISK FACTORS
   
INVESTING IN SOVEREIGN DEBT OBLIGATIONS AND EMERGING MARKET
COUNTRIES--No established secondary markets may exist for many
of the Sovereign Debt Obligations in which the Fund will invest. 
Reduced secondary market liquidity may have an adverse effect on
the market price and the Fund's ability to dispose of particular
instruments when necessary to meet its liquidity requirements or
in response to specific economic events such as a deterioration
in the creditworthiness of the issuer.  Reduced secondary market
liquidity for certain Sovereign Debt Obligations also may make
it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing its portfolio.  Market
quotations are generally available on many Sovereign Debt
Obligations only from a limited number of dealers and may not
necessarily represent firm bids of those dealers or prices for
actual sales.
    

          By investing in Sovereign Debt Obligations, the Fund
will be exposed to the direct or indirect consequences of
political, social and economic changes in various countries. 
Political changes in a country may affect the willingness of a
foreign government to make or provide for timely payments of its
obligations.  The country's economic status, as reflected, among
other things, in its inflation rate, the amount of its external
debt and its gross domestic product, will also affect the
government's ability to honor its obligations.

          Many countries providing investment opportunities for
the Fund have experienced substantial, and in some periods
extremely high, rates of inflation for many years.  Inflation
and rapid fluctuations in inflation rates have had and may
continue to have adverse effects on the economies and securities
markets of certain of these countries.  In an attempt to control
inflation, wage and price controls have been imposed in certain
countries.

          Investing in Sovereign Debt Obligations involves
economic and political risks.  The Sovereign Debt Obligations in
which the Fund will invest in most cases pertain to countries
that are among the world's largest debtors to commercial banks,
foreign governments, international financial organizations and
other financial institutions.  In recent years, the governments
of some of these countries have encountered difficulties in
servicing their external debt obligations, which led to defaults
on certain obligations and the restructuring of certain
indebtedness.  Restructuring arrangements have included, among
other things, reducing and rescheduling interest and principal
payments by negotiating new or amended credit agreements or
converting outstanding principal and unpaid interest to Brady
Bonds, and obtaining new credit to finance interest payments. 
Certain governments have not been able to make payments of
interest on or principal of Sovereign Debt Obligations as those
payments have come due.  Obligations arising from past
restructuring agreements may affect the economic performance and
political and social stability of those issuers.

          Central banks and other governmental authorities which
control the servicing of Sovereign Debt Obligations may not be
willing or able to permit the payment of the principal or
interest when due in accordance with the terms of the
obligations.  As a result, the issuers of Sovereign Debt
Obligations may default on their obligations.  Defaults on
certain Sovereign Debt Obligations have occurred in the past. 
Holders of certain Sovereign Debt Obligations may be requested
to participate in the restructuring and rescheduling of these
obligations and to extend further loans to the issuers.  The
interests of holders of Sovereign Debt Obligations could be
adversely affected in the course of restructuring arrangements
or by certain other factors referred to below.  Furthermore,
some of the participants in the secondary market for Sovereign
Debt Obligations also may be directly involved in negotiating
the terms of these arrangements and, therefore, may have access
to information not available to other market participants.
   
    

   
          The Fund is permitted to invest in Sovereign Debt
Obligations that are not current in the payment of interest or
principal or are in default, so long as the Advisers believe it
to be consistent with the Fund's investment objectives.  The
Fund may have limited legal recourse in the event of a default
with respect to certain Sovereign Debt Obligations it holds. 
Bankruptcy, moratorium and other similar laws applicable to
issuers of Sovereign Debt Obligations may be substantially
different from those applicable to issuers of private debt
obligations.  The political context, expressed as the
willingness of an issuer of Sovereign Debt Obligations to meet
the terms of the debt obligation, for example, is of
considerable importance.  In addition, no assurance can be given
that the holders of commercial bank debt will not contest
payments to the holders of securities issued by foreign
governments in the event of default under commercial bank loan
agreements.
    

   
INVESTING IN OTHER FOREIGN SECURITIES--Foreign securities
markets generally are not as developed or efficient as those in
the United States.  Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S.
issuers.  Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at
times, volatility of price can be greater than in the United
States.  The issuers of some of these securities, such as
foreign bank obligations, may be subject to less stringent or
different regulations than are U.S. issuers.  In addition, there
may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers generally are not subject to
uniform accounting and financial reporting standards, practices
and requirements comparable to those applicable to U.S. issuers.
    

   
          Because evidences of ownership of such securities
usually are held outside the United States, the Fund will be
subject to additional risks which include possible adverse
political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions that might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuer, whether
from currency blockage or otherwise.  Custodial expenses for a
portfolio of non-U.S. securities generally are higher than for a
portfolio of U.S. securities.
    

   
          Since foreign securities often are purchased with and
payable in currencies of foreign countries, the value of these
assets as measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations.  Some currency exchange costs may be incurred when
the Fund changes investments from one country to another.
    

   
          Furthermore, some of these securities may be subject
to brokerage taxes levied by foreign governments, which have the
effect of increasing the cost of such investment and reducing
the realized gain or increasing the realized loss on such
securities at the time of sale.  Income received by the Fund
from sources within foreign countries may be reduced by
withholding and other taxes imposed by such countries.  Tax
conventions between certain countries and the United States,
however, may reduce or eliminate such taxes.  All such taxes
paid by the Fund will reduce its net income available for
distribution to investors.
    

   
FOREIGN CURRENCY EXCHANGE--Currency exchange rates may fluctuate
significantly over short periods of time.  They generally are
determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest
rates and other complex factors, as seen from an international
perspective.  Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
    

   
          The foreign currency market offers less protection
against defaults in the forward trading of currencies than is
available when trading in currencies occurs on an exchange. 
Since a forward currency contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would
deprive the Fund of unrealized profits or force the Fund to
cover its commitments for purchase or resale, if any, at the
current market price.
    

   
FOREIGN COMMODITY TRANSACTIONS--Unlike trading on domestic
commodity exchanges, trading on foreign commodity exchanges is
not regulated by the CFTC and may be subject to greater risks
than trading on domestic exchanges.  For example, some foreign
exchanges are principal markets so that no common clearing
facility exists and a trader may look only to the broker for
performance of the contract.  In addition, unless the Fund
hedges against fluctuations in the exchange rate between the
U.S. dollar and the currencies in which trading is done on
foreign exchanges, any profits that the Fund might realize in
trading could be eliminated by adverse changes in the exchange
rate, or the Fund could incur losses as a result of those
changes.  Transactions on foreign exchanges may include both
commodities which are traded on domestic exchanges and those
which are not.
    

   
LOWER RATED SECURITIES--You should carefully consider the
relative risks of investing in the higher yielding (and,
therefore, higher risk) debt securities in which the Fund may
invest.  These are securities such as those rated Ba by Moody's
or BB by S&P, Fitch or Duff or as low as the lowest rating
assigned by Moody's, S&P, Fitch or Duff.  They generally are not
meant for short-term investing and may be subject to certain
risks with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher rated fixed-
income securities.  Securities rated Ba by Moody's are judged to
have speculative elements; their future cannot be considered as
well assured and often the protection of interest and principal
payments may be very moderate.  Securities rated BB by S&P,
Fitch or Duff are regarded as having predominantly speculative
characteristics and, while such obligations have less near-term
vulnerability to default than other speculative grade debt, they
face major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments.  Securities rated C by Moody's are regarded as having
extremely poor prospects of ever attaining any real investment
standing.  Securities rated D by S&P, Fitch and Duff are in
default and the payment of interest and/or repayment of
principal is in arrears.  Such securities, though high yielding,
are characterized by great risk.  See "Appendix" in the Fund's
Statement of Additional Information for a general description of
Moody's, S&P, Fitch and Duff securities ratings.  Although these
ratings may be an initial criterion for selection of portfolio
investments, the Advisers also will evaluate these securities
and the ability of the issuers of such securities to pay
interest and principal.  The Fund's ability to achieve its
investment objectives may be more dependent on the Advisers'
credit analysis than might be the case for a fund that invested
in higher rated securities.  See "Certain Portfolio Securities--
Ratings" above.
    

          The market price and yield of securities rated Ba or
lower by Moody's and BB or lower by S&P, Fitch or Duff are more
volatile than those of higher rated securities.  Factors
adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value.  In
addition, the retail secondary market for these securities may
be less liquid than that of higher rated securities; adverse
conditions could make it difficult at times for the Fund to sell
certain securities or could result in lower prices than those
used in calculating the Fund's net asset value.

   
          The market values of certain lower rated debt
securities tend to reflect specific developments with respect to
the issuer to a greater extent than do higher rated securities,
which react primarily to fluctuations in the general level of
interest rates, and tend to be more sensitive to economic
conditions than are higher rated securities.  Issuers of such
debt securities often are highly leveraged and may not have
available to them more traditional methods of financing. 
Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with higher
rated securities.  
    

   
          The ratings of the various rating agencies represent
their opinions as to the quality of the obligations which they
undertake to rate.  It should be emphasized, however, that
ratings are relative and subjective and, although ratings may be
useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such
obligations.  Therefore, although these ratings may be an
initial criterion for selection of portfolio investments, the
Advisers also will evaluate such obligations and the ability of
their issuers to pay interest and principal.  The Fund will rely
on the Advisers' judgment, analysis and experience in evaluating
the creditworthiness of an issuer.  In this evaluation, the
Advisers will take into consideration, among other things, the
issuer's financial resources, its sensitivity to economic
conditions and trends, the quality of the issuer's management
and regulatory matters.  It also is possible that a rating
agency might not timely change the rating on a particular issue
to reflect subsequent events.  Once the rating of a security in
the Fund's portfolio has been changed, the Advisers will
consider all circumstances deemed relevant in determining
whether the Fund should continue to hold the security.
    

   
          See "Investment Objectives and Management Policies--
Risk Factors--Lower Rated Securities" in the Fund's Statement of
Additional Information.
    

   
DISCOUNT OBLIGATIONS--A substantial portion of the Fund's
investments (including most Brady Bonds) may be in (i)
securities which were initially issued at a discount from their
face value (collectively, "Discount Obligations") and (ii)
securities purchased by the Fund at a price less than their
stated face amount or, in the case of Discount Obligations, at a
price less than their issue price plus the portion of "original
issue discount" previously accrued thereon, i.e., purchased at a
"market discount."  The amount of original issue discount and/or
market discount on obligations purchased by the Fund may be
significant, and accretion of market discount together with
original issue discount, will cause the Fund to realize income
prior to the receipt of cash payments with respect to these
securities.  To maintain its qualification as a regulated
investment company and avoid liability for Federal income taxes,
the Fund may be required to distribute such income accrued with
respect to these securities and may have to dispose of portfolio
securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.  See
"Dividends, Distributions and Taxes."
    

OTHER INVESTMENT CONSIDERATIONS--The Fund's net asset value is
not fixed and should be expected to fluctuate.  You should
purchase Fund shares only as a supplement to an overall
investment program and only if you are willing to undertake the
risks involved.

   
          The use of investment techniques such as leveraging,
short-selling, engaging in financial futures and options
transactions and lending portfolio securities and the purchase
of Sovereign Debt Obligations and certain stripped mortgage-
backed securities involves greater risk than that incurred by
many other funds with similar objectives.  Using these
techniques may produce higher than normal portfolio turnover and
may affect the degree to which the Fund's net asset value
fluctuates.  Portfolio turnover may vary from year to year, as
well as within a year.  Under normal market conditions, the
Fund's portfolio turnover rate generally will not exceed [150]%. 
Higher portfolio turnover rates are likely to result in
comparatively greater brokerage commissions or transaction
costs.  In addition, short-term gains realized from portfolio
transactions are taxable to shareholders as ordinary income. 
See "Portfolio Transactions" in the Statement of Additional
Information.

    

    
         The Fund's ability to engage in certain short-term
transactions may be limited by the requirement that, to qualify
as a regulated investment company, it must earn less than 30% of
its gross income from the disposition of securities held for
less than three months.  This 30% test limits the extent to
which the Fund may sell securities held for less than three
months, effect short sales of securities held for less than
three months, write options expiring in less than three months
and invest in certain futures contracts, among other strategies. 
However, portfolio turnover will not otherwise be a limiting
factor in making investment decisions.
    

          Investors should be aware that even though interest-
bearing securities are investments which promise a stable stream
of income, the prices of such securities are inversely affected
by changes in interest rates and, therefore, are subject to the
risk of market price fluctuations.  The values of fixed-income
securities also may be affected by changes in the credit rating
or financial condition of the issuing entities.

          The Fund's classification as a "non-diversified"
investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer
is not limited by the Investment Company Act of 1940.  A
"diversified" investment company is required by the Investment
Company Act of 1940 generally to invest, with respect to 75% of
its total assets, not more than 5% of such assets in the
securities of a single issuer.  However, the Fund intends to
conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of
1986, as amended (the "Code"), which requires that, at the end
of each quarter of its taxable year, (i) at least 50% of the
market value of the Fund's total assets be invested in cash,
U.S. Government securities, the securities of other regulated
investment companies and other securities, with such other
securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the
Fund's total assets, and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the
value of its total assets be invested in the securities of any
one issuer (other than U.S. Government securities or the
securities of other regulated investment companies).  Since a
relatively high percentage of the Fund's assets may be invested
in the securities of a limited number of issuers, some of which
may be within the same industry or economic sector, the Fund's
portfolio securities may be more susceptible to any single
economic, political or regulatory occurrence than the portfolio
securities of a diversified investment company. 

   
          Investment decisions for the Fund are made
independently from those of other investment companies or
accountants advised by Dreyfus or M&G.  However, if such other
investment companies or accountants are prepared to invest in,
or desire to dispose of, securities of the type in which the
Fund invests at the same time as the Fund, available investments
or opportunities for sales will be allocated equitably to each. 
In some cases, this procedure may adversely affect the size of
the position obtained for or disposed of by the Fund or the
price paid or received by the Fund. 
    


                     MANAGEMENT OF THE FUND
   
INVESTMENT ADVISER--Dreyfus, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser.  As of ______, 1994, Dreyfus managed
or administered approximately $__ billion in assets for more
than ___ million investor accounts.
    

   
          Dreyfus supervises and assists in the overall
management of the Fund's affairs under a Management Agreement
with the Fund, subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law.
    

   
          Dreyfus has engaged M&G, located at Three Quays Tower
Hill, London EC3R 6B2, England, to serve as the Fund's sub-
investment adviser.  M&G, a registered investment adviser, was
formed in 1961.  As of ________, 1994, M&G managed approximately
$____ billion in assets and serves as the investment adviser of
one other investment company.

    
      
       M&G, subject to the supervision and approval of
Dreyfus, provides investment advisory assistance and the day-to-
day management of the Fund's investments, as well as investment
research and statistical information, under a Sub-Investment
Advisory Agreement with Dreyfus, subject to the overall
authority of the Fund's Board of Directors in accordance with
Maryland law.  The Fund's primary investment officer will be
Theodora Zemek.  Ms. Zemek has been employed by M&G as Head of
Fixed Income since 1992.  Prior thereto, she was employed by
James Capel Fund Managers as a Multicurrency Fixed Income
Manager.
    
   
          Under the Management Agreement, the Fund has agreed to
pay Dreyfus a monthly fee at the annual rate of .70 of 1% of the
value of the Fund's average daily net assets.
    

   
          Under the Sub-Investment Advisory Agreement, Dreyfus
has agreed to pay M&G a monthly fee at the annual rate of .28 of
1% of the value of the Fund's average daily net assets.
    

   
EXPENSES--All expenses incurred in the operation of the Fund 
will be borne by the Fund, except to the extent specifically
assumed by Dreyfus and/or M&G.  The expenses to be borne by the
Fund will include:  organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders
of 5% or more of the outstanding voting securities of Dreyfus or
M&G or their affiliates, Securities and Exchange Commission
fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, and any extraordinary
expenses.  The Fund is subject to an annual distribution fee for
advertising, marketing and distributing its shares and an annual
service fee for ongoing personal services relating to
shareholder accounts and services related to the maintenance of
shareholder accounts.  See "Distribution Plan and Shareholder
Services Plan."
    

    
          From time to time, Dreyfus may waive receipt of its
fee and/or voluntarily assume certain expenses of the Fund,
which would have the effect of lowering the overall expense
ratio of the Fund and increasing yield to investors at the time
such amounts are waived or assumed, as the case may be.  The
Fund will not pay Dreyfus at a later time for any amounts it may
waive, nor will the Fund reimburse Dreyfus for any amounts it
may assume.
    

   
          Dreyfus may pay Dreyfus Service Corporation for
shareholder and distribution services from its own monies,
including past profits but not including the management fee paid
by the Fund.  Dreyfus Service Corporation may pay part or all of
these payments to securities dealers or others for servicing and
distribution.
    

   
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT--The Bank
of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian.  The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent").
    


                     HOW TO BUY FUND SHARES
     
   
          The Fund's distributor is Dreyfus Service Corporation,
a wholly-owned subsidiary of Dreyfus located at 200 Park Avenue,
New York, New York 10166.  The shares it distributes are not
deposits or obligations of The Dreyfus Security Savings Bank,
F.S.B. and therefore are not insured by the Federal Deposit
Insurance Corporation. 
    

          You can purchase Fund shares through Dreyfus Service
Corporation or certain financial institutions, securities
dealers and other industry professionals (collectively, "Service
Agents") that have entered into agreements with Dreyfus Service
Corporation.  Stock certificates are issued only upon your
written request.  No certificates are issued for fractional
shares.  The Fund reserves the right to reject any purchase
order. 

   
          Management understands that some Service Agents may
impose certain conditions on their clients which are different
from those described in this Prospectus, and, to the extent
permitted by applicable regulatory authority, may charge their
clients direct fees which would be in addition to any amounts
which might be received under the Distribution Plan or
Shareholder Services Plan.  Each Service Agent has agreed to
transmit to its clients a schedule of such fees.  You should
consult your Service Agent in this regard.
    

   
          The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500. 
Subsequent investments must be at least $100.  The initial
investment must be accompanied by the Fund's Account
Application.  For full-time or part-time employees of Dreyfus or
any of its affiliates or subsidiaries, directors of Dreyfus,
Board members of a fund advised by Dreyfus, including members of
the Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000.  For full-
time or part-time employees of Dreyfus or any of its affiliates
or subsidiaries who elect to have a portion of their pay
directly deposited into their Fund account, the minimum initial
investment is $50.  The Fund reserves the right to offer Fund
shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund.  The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. 
    

   
          You may purchase Fund shares by check or wire, or
through the Dreyfus TeleTransfer Privilege described below. 
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian."  Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application.  For subsequent investments, your Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105.  For Dreyfus retirement
plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427.  Neither initial nor
subsequent investments should be made by third party check. 
Purchase orders may be delivered in person only to a Dreyfus
Financial Center.  THESE ORDERS WILL BE FORWARDED TO THE FUND
AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY.  For the
location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
    

   
          Wire payments may be made if your bank account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City. 
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA #_________________/Dreyfus Global Bond
Fund, Inc., for purchase of Fund shares in your name.  The wire
must include your Fund account number (for new accounts, please
include your Taxpayer Identification Number ("TIN") instead),
account registration and dealer number, if applicable.  If your
initial purchase of Fund shares is by wire, please call 1-800-
645-6561 after completing your wire payment to obtain your Fund
account number.  Please include your Fund account number on the
Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted
until the Account Application is received.  You may obtain
further information about remitting funds in this manner from
your bank.  All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks.  A
charge will be imposed if any check used for investment in your
account does not clear.  The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
    

          Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member.  You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account.  The instructions must specify your Fund account
registration and your Fund account number preceded by the digits
"1111."

   
    

          Fund shares are sold on a continuous basis at net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other agent.  Net
asset value per share is determined as of the close of trading
on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is
open for business.  For purposes of determining net asset value,
options and futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock
Exchange.  Net asset value per share is computed by dividing the
value of the Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of shares outstanding. 
The Fund's investments are valued based on market value or,
where market quotations are not readily available, based on fair
value as determined in good faith by the Fund's Board of
Directors.  For further information regarding the methods
employed in valuing the Fund's investments, see "Determination
of Net Asset Value" in the Fund's Statement of Additional
Information.

          Federal regulations require that you provide a
certified TIN upon opening or reopening an account.  See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement. 
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS"). 

   
DREYFUS TELETRANSFER PRIVILEGE 
    

   
          You may purchase Fund shares (minimum $500, maximum
$150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed an Optional Services
Form with the Transfer Agent.  The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account.  Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated.  The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders.  No such fee currently is
contemplated. 
    

   
          If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306.  
    


                      SHAREHOLDER SERVICES
   
          The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those in this Prospectus. 
You should consult your Service Agent in this regard.
    

   
EXCHANGE PRIVILEGE
    

   
          The Exchange Privilege enables you to purchase, in
exchange for shares of the Fund, shares of certain other funds
managed or administered by Dreyfus, to the extent such shares
are offered for sale in your state of residence.  These funds
have different investment objectives which may be of interest to
you.  If you desire to use this Privilege, you should consult
your Service Agent or Dreyfus Service Corporation to determine
if it is available and whether any conditions are imposed on its
use.  
    

   
          To use this Privilege, you or your Service Agent
acting on your behalf must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone.  If you
previously have established the Telephone Exchange Privilege,
you may telephone exchange instructions by calling 1-800-221-
4060 or, if you are calling from overseas, call 1-401-455-3306. 
See "How to Redeem Fund Shares--Procedures."  Before any
exchange, you must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being
made.  Prospectuses may be obtained from Dreyfus Service
Corporation.  Except in the case of Personal Retirement Plans,
the shares being exchanged must have a current value of at least
$500; furthermore, when establishing a new account by exchange,
the shares being exchanged must have a value of at least the
minimum initial investment required for the fund into which the
exchange is being made.  Telephone exchanges may be made only if
the appropriate "YES" box has been checked on the Account
Application, or a separate signed Optional Services Form is on
file with the Transfer Agent.  Upon an exchange into a new
account, the following shareholder services and privileges, as
applicable and where available, will be automatically carried
over to the fund into which the exchange is made: Exchange
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TeleTransfer Privilege and the
dividend/capital gain distribution option (except for the
Dreyfus Dividend Sweep Privilege) selected by the investor.
    

          Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load.  If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were:  (a) purchased with a sales
load, (b) acquired by a previous exchange from shares purchased
with a sales load, or (c) acquired through reinvestment of
dividends or distributions paid with respect to the foregoing
categories of shares.  To qualify, at the time of your exchange
you must notify the Transfer Agent or your Service Agent must
notify Dreyfus Service Corporation.  Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records.  See "Shareholder Services" in the
Statement of Additional Information.  No fees currently are
charged shareholders directly in connection with exchanges,
although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission.  The Fund reserves the right to reject any exchange
request in whole or in part.  The Exchange Privilege may be
modified or terminated at any time upon notice to shareholders. 

          The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss. 

   
DREYFUS AUTO-EXCHANGE PRIVILEGE
    

          Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other
funds in the Dreyfus Family of Funds of which you are currently
an investor.  The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected.  Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load.  See
"Shareholder Services" in the Statement of Additional
Information.  The right to exercise this Privilege may be
modified or canceled by the Fund or the Transfer Agent.  You may
modify or cancel your exercise of this Privilege at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671.  The Fund
may charge a service fee for the use of this Privilege.  No such
fee currently is contemplated.  The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss.  For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.

   
DREYFUS-AUTOMATIC ASSET BUILDER
    

   
          Dreyfus-Automatic Asset Builder permits you to
purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you.  Fund
shares are purchased by transferring funds from the bank account
designated by you.  At your option, the bank account designated
by you will be debited in the specified amount, and Fund shares
will be purchased, once a month, on either the first or
fifteenth day, or twice a month, on both days.  Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated.  To
establish a Dreyfus-Automatic Asset Builder account, you must
file an authorization form with the Transfer Agent.  You may
obtain the necessary authorization form from Dreyfus Service
Corporation.  You may cancel your participation in this
Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt.  The Fund may modify or terminate this
Privilege at any time or charge a service fee.  No such fee
currently is contemplated. 
    

   
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE
    

          Dreyfus Government Direct Deposit Privilege enables
you to purchase Fund shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account.  You may deposit as much of such payments as you elect. 
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in the
Privilege.  The appropriate form may be obtained from Dreyfus
Service Corporation.  Death or legal incapacity will terminate
your participation in this Privilege.  You may elect at any time
to terminate your participation by notifying in writing the
appropriate Federal agency.  Further, the Fund may terminate
your participation upon 30 days' notice to you. 

   
DREYFUS DIVIDEND SWEEP PRIVILEGE
    

   
          Dreyfus Dividend Sweep Privilege enables you to invest
automatically dividends or dividends and capital gain 
distributions, if any, paid by the Fund in shares of another
fund in the Dreyfus Family of Funds of which you are a
shareholder.  Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be
charged with respect to investments in shares of a fund sold
with a sales load.  If you are investing in a fund that charges
a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load. 
If you are investing in a fund that charges a contingent
deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any,
applicable to the purchased shares.  See "Shareholder Services"
in the Statement of Additional Information.  For more
information concerning this Privilege and the funds in the
Dreyfus Family of Funds eligible to participate in this
Privilege, or to request a Dividend Sweep Authorization Form,
please call toll free 1-800-645-6561.  You may cancel this
Privilege by mailing written notification to The Dreyfus Family
of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. 
To select a new fund after cancellation, you must submit a new
authorization form.  Enrollment in or cancellation of this
Privilege is effective three business days following receipt. 
This Privilege is available only for existing accounts and may
not be used to open new accounts.  Minimum subsequent
investments do not apply.  The Fund may modify or terminate this
Privilege at any time or charge a service fee.  No such fee
currently is contemplated.  Shares held under Keogh Plans or
IRAs are not eligible for this Privilege.
    

DREYFUS PAYROLL SAVINGS PLAN

          Dreyfus Payroll Savings Plan permits you to purchase
Fund shares (minimum of $100 per transaction) automatically on a
regular basis.  Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period.  To
establish a Dreyfus Payroll Savings Plan account, you must file
an authorization form with your employer's payroll department. 
Your employer must complete the reverse side of the form and
return it to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671.  You may obtain the
necessary authorization form from Dreyfus Service Corporation. 
You may change the amount of purchase or cancel the
authorization only by written notification to your employer.  It
is the sole responsibility of your employer, not Dreyfus Service
Corporation, Dreyfus, the Fund, the Transfer Agent or any other
person, to arrange for transactions under the Dreyfus Payroll
Savings Plan.  The Fund may modify or terminate this Privilege
at any time or charge a service fee.  No such fee currently is
contemplated. 

AUTOMATIC WITHDRAWAL PLAN

          The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account.  An application for the Automatic Withdrawal Plan can
be obtained from Dreyfus Service Corporation.  There is a
service charge of 50 cents for each withdrawal check.  The
Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent.  Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.  

RETIREMENT PLANS

          The Fund offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," 401(k) Salary Reduction Plans and 403(b)(7)
Plans.  Plan support services also are available.  For details,
please contact Dreyfus Group Retirement Plans, a division of
Dreyfus Service Corporation, by calling toll free 1-800-358-
5566.


                    HOW TO REDEEM FUND SHARES

   
GENERAL 
    

          You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below.  When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.

          The Fund imposes no charges when shares are redeemed
directly through Dreyfus Service Corporation.  Service Agents
may charge a nominal fee for effecting redemptions of Fund
shares.  Any certificates representing Fund shares being
redeemed must be submitted with the redemption request.  The
value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset
value. 

          The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission.  HOWEVER,
IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET
BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO
THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED
TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER
ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE.  IN
ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE
OR TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE
FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE
TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER
PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST
WHICH SUCH REDEMPTION IS REQUESTED.  THESE PROCEDURES WILL NOT
APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU
OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO
COVER THE REDEMPTION REQUEST.  PRIOR TO THE TIME ANY REDEMPTION
IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE
PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS
OF BENEFICIAL OWNERSHIP.  Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.

          The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period. 

   
PROCEDURES 
    

   
          You may redeem shares by using the regular redemption
procedure through the Transfer Agent, through the Wire
Redemption Privilege, through the Telephone Redemption
Privilege, or through the Dreyfus TeleTransfer Privilege.  Other
redemption procedures may be in effect for investors who effect
transactions in Fund shares through Service Agents.  The Fund
makes available to certain large institutions the ability to
issue redemption instructions through compatible computer
facilities.
    

          You may redeem or exchange Fund shares by telephone if
you have checked the appropriate box on the Fund's Account
Application or have filed an Optional Services Form with the
Transfer Agent.  If you select a telephone redemption or
exchange privilege, you authorize the Transfer Agent to act on
telephone instructions from any person representing himself or
herself to be you or a representative of your Service Agent, and
reasonably believed by the Transfer Agent to be genuine.  The
Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent
instructions.  Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed
to be genuine.

          During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Fund shares. 
In such cases, you should consider using the other redemption
procedures described herein.  Use of these other redemption pro-
cedures may result in your redemption request being processed at
a later time than it would have been if telephone redemption had
been used.  During the delay, the Fund's net asset value may
fluctuate.

   
REGULAR REDEMPTION--Under the regular redemption procedure, you
may redeem Fund shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671.  Redemption requests may be delivered in person only to a
Dreyfus Financial Center.  THESE REQUESTS WILL BE FORWARDED TO
THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY.  For
the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information."  Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each
signature must be guaranteed.  The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees
in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program.  If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
    

          Redemption proceeds of at least $1,000 will be wired
to any member bank of the Federal Reserve System in accordance
with a written signature-guaranteed request.

   
WIRE REDEMPTION PRIVILEGE--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member. 
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file an Optional Services Form
with the Transfer Agent.  You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address.  Redemption
proceeds of less than $1,000 will be paid automatically by
check.  Holders of jointly registered Fund or bank accounts may
have redemption proceeds of only up to $250,000 wired within any
30-day period.  You may telephone redemption requests by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306.  The Fund reserves the right to refuse any redemption
request, including requests made shortly after a change of
address, and may limit the amount involved or the number of such
requests.  This Privilege may be modified or terminated at any
time by the Transfer Agent or the Fund.  The Fund's Statement of
Additional Information sets forth instructions for transmitting
redemption requests by wire.  Shares held under Keogh Plans,
IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
    

   
TELEPHONE REDEMPTION PRIVILEGE--You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
an Optional Services Form with the Transfer Agent.  The
redemption proceeds will be paid by check and mailed to your
address.  You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306.  The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after
a change of address, and may limit the amount involved or the
number of telephone redemption requests.  This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund.  Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
    

   
DREYFUS TELETRANSFER PRIVILEGE--You may redeem Fund shares
(minimum $500 per day, by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed an Optional Services
Form with the Transfer Agent.  The proceeds will be transferred
between your Fund account and the bank account designated in one
of these documents.  Only such an account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated.  Redemption proceeds will be
on deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address.  Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account only up to $250,000
within any 30-day period.  The Fund reserves the right to refuse
any request made by telephone, including requests made shortly
after a change of address, and may limit the amount involved or
the number of such requests.   The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice
to shareholders.  No such fee currently is contemplated.  
    

   
          If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306.  Shares held under Keogh
Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
    

   
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN 
    

   
          Fund shares are subject to a Distribution Plan and a
Shareholder Services Plan.
    

   
DISTRIBUTION PLAN--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, the Fund
pays Dreyfus Service Corporation for advertising, marketing and
distributing Fund shares at an annual rate of .25 of 1% of the
value of the Fund's average daily net assets.  Under the
Distribution Plan, Dreyfus Service Corporation may make payments
to Service Agents in respect of these services.  Dreyfus Service
Corporation determines the amounts to be paid to Service Agents. 
Service Agents receive such fees in respect of the average daily
value of Fund shares owned by their clients.  From time to time,
Dreyfus Service Corporation may defer or waive receipt of fees
under the Distribution Plan while retaining the ability to be
paid by the Fund under the Distribution Plan thereafter.  The
fees payable to Dreyfus Service Corporation under the
Distribution Plan for advertising, marketing and distributing
Fund shares and for payments to Service Agents are payable
without regard to actual expenses incurred.
    

   
          The Fund bears the costs of preparing and printing
prospectuses and statements of additional information used for
regulatory purposes and for distribution to existing Fund
shareholders.  Under the Distribution Plan, the Fund bears (a)
the costs of preparing, printing and distributing prospectuses
and statements of additional information used for other purposes
and (b) the costs associated with implementing and operating the
Distribution Plan, the aggregate of such amounts not to exceed
in any fiscal year of the Fund the greater of $100,000 or .005
of 1% of the value of the Fund's average daily net assets for
such fiscal year.
    

   
SHAREHOLDER SERVICES PLAN--Under the Shareholder Services Plan,
the Fund pays Dreyfus Service Corporation for the provision of
certain services to Fund shareholders a fee at the annual rate
of .25 of 1% of the value of the Fund's average daily net
assets.  The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts.  Dreyfus Service Corporation may make
payments to Service Agents in respect of these services. 
Dreyfus Service Corporation determines the amounts to be paid to
Service Agents.  Each Service Agent is required to disclose to
its clients any compensation payable to it by the Fund pursuant
to the Shareholder Services Plan and any other compensation
payable by their clients in connection with the investment of
their assets in Fund shares.
    


               DIVIDENDS, DISTRIBUTIONS AND TAXES

   
          The Fund ordinarily declares and pays dividends from
its net investment income monthly.  Fund shares begin earning
income dividends on the day following the date of purchase.  If
you redeem all shares in your account at any time during the
month, all dividends to which you are entitled will be paid to
you along with the proceeds of the redemption.  Distributions
from net realized securities gains, if any, generally are
declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), in all events in a manner consistent
with the provisions of the Investment Company Act of 1940.  The
Fund will not make distributions from net realized securities
gains unless capital loss carryovers, if any, have been utilized
or have expired.  You may choose whether to receive dividends
and distributions in cash or to reinvest in additional Fund
shares at net asset value.  All expenses are accrued daily and
deducted before declaration of dividends to investors.
    

   
          Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
of the Fund and gains from the sale of other disposition of
market discount bonds, paid by the Fund will be taxable to U.S.
shareholders as ordinary income whether received in cash or
reinvested in Fund shares.  Distributions from net realized
long-term securities gains of the Fund will be taxable to U.S.
shareholders as long-term capital gains for Federal income tax
purposes, regardless of how long shareholders have held their
Fund shares and whether such distributions are received in cash
or reinvested in Fund shares.  The Code provides that the net
capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.  Dividends and
distributions may be subject to state and local taxes.
    

   
          Dividends, together with distributions from net
realized short-term securities gains of the Fund and gains from
the sale of other disposition of market discount bonds, paid by
the Fund to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty.  Distributions from net realized long-term
securities gains paid by the Fund to a foreign investor as well
as the proceeds of any redemptions from a foreign investor's
account, regardless of the extent to which gain or loss may be
realized, generally will not be subject to U.S. nonresident
withholding tax.  However, such distributions may be subject to
backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.
    

   
          The Fund may invest a substantial portion of its
assets in Sovereign Debt Obligations with original issue
discount and/or market discount.  Original issue discount
generally is the excess (if any) of the stated redemption price
of an obligation over its original issue price.  Market discount
generally is the excess (if any) of the stated redemption price
of an obligation (or in the case of an obligation issued with
original issue discount, its original issue price plus a
credited original issue discount) over the price at which it is
purchased subsequent to original issuance.  Original issue
discount is generally required to be included in income on a
periodic basis by a holder as ordinary income.  Income
attributable to market discount generally is ordinary income (as
opposed to capital gain).  A taxpayer may elect to include
market discount in income on a periodic basis as opposed to
including market discount in income upon payment or sale of the
obligation.  It is expected that the Fund will elect to include
market discount in income currently, for both book and tax
purposes.  Accordingly, accretion of market discount together
with original issue discount will cause the Fund to realize
income prior to the receipt of cash payments with respect to
these securities.  To distribute this income and maintain its
qualification as a regulated investment company and avoid
becoming subject to Federal income or excise tax, the Fund may
be required to liquidate portfolio securities that it might
otherwise have continued to hold, use its cash assets or borrow
funds on a temporary basis necessary to declare and pay a
distribution to shareholders.  The Fund may realize capital
gains or losses from those sales, which would increase or
decrease the Fund's investment company taxable income or net
capital gain.  If the Fund realizes net capital gains from such
sales, its shareholders may receive a larger capital gain
distribution, if any, than they would have in the absence of
such sales.
    

          Notice as to the tax status of your dividends and
distributions will be mailed to you annually.  You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.

          Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return.  Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.

          A TIN is either the Social Security number or employer
identification number of the record owner of the account.  Any
tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.

          It is expected that the Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders. 
Such qualification relieves the Fund of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code.  In addition,
the Fund is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.

          You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.  


                     PERFORMANCE INFORMATION

          For purposes of advertising, performance will be
calculated on several bases, including current yield, average
annual total return and/or total return.  

   
          Current yield refers to the Fund's annualized net
investment income per share over a 30-day period, expressed as a
percentage of the net asset value per share at the end of the
period.  For purposes of calculating current yield, the amount
of net investment income per share during that 30-day period,
computed in accordance with regulatory requirements, is
compounded by assuming that it is reinvested at a constant rate
over a six-month period.  An identical result is then assumed to
have occurred during a second six-month period which, when added
to the result for the first six months, provides an "annualized"
yield for an entire one-year period.  Calculations of the Fund's
current yield may reflect absorbed expenses pursuant to expense
limitations in effect.  See "Management of the Fund." 
    

          Average annual total return is calculated pursuant to
a standardized formula which assumes that an investment in the
Fund was purchased with an initial payment of $1,000 and that
the investment was redeemed at the end of a stated period of
time, after giving effect to the reinvestment of dividends and
distributions during the period.  The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period.  Advertisements of the Fund's performance
will include the Fund's average annual total return for one,
five and ten year periods, or for shorter periods depending upon
the length of time during which the Fund has operated. 
Computations of average annual total return for periods of less
than one year represent an annualization of the Fund's actual
total return for the applicable period. 

          Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions.  Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period.  Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.  

          Performance will vary from time to time and past
results are not necessarily representative of future results. 
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses.  Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.

          Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Morgan
Stanley Capital International World Index, Standard & Poor's 500
Composite Stock Price Index, Standard & Poor's MidCap 400 Index,
the Dow Jones Industrial Average, Morningstar, Inc. and other
industry publications.


                       GENERAL INFORMATION
   
          The Fund was incorporated under Maryland law on
September 8, 1993, and has not engaged in active business to the
date of this Prospectus.  The Fund is authorized to issue 300
million shares of Common Stock, par value $.001 per share.  Each
share has one vote.
    

          Unless otherwise required by the Investment Company
Act of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders.  As a result, Fund
shareholders may not consider each year the election of
Directors or the appointment of auditors.  However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a
Director from office or for any other purpose.  Fund
shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding shares.  In addition, the
Board of Directors will call a meeting of shareholders for the
purpose of electing Directors if, at any time, less than a
majority of the Directors then holding office have been elected
by shareholders.

          The Transfer Agent maintains a record of your
ownership and will send you confirmations and statements of
account.

          Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free 1-800-645-6561.  In New York City,
call 1-718-895-1206 (outside New York City, call collect); on
Long Island, call 794-5200.

          NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE. 
<PAGE>
                                                                

   
                 DREYFUS GLOBAL BOND FUND, INC.
                             PART B
              (STATEMENT OF ADDITIONAL INFORMATION)
                          _______, 1994
    
                                                                 
                                                                
   
          This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Global Bond Fund, Inc. (the
"Fund"), dated ______, 1994, as it may be revised from time to
time.  To obtain a copy of the Fund's Prospectus, please write
to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
    

          Outside New York State -- Call Toll Free 
            1-800-645-6561
          In New York City -- Call 1-718-895-1206
          (Outside New York City -- Call Collect)
          On Long Island -- Call 794-5200

   
          The Dreyfus Corporation ("Dreyfus") serves as the
Fund's investment adviser.  Dreyfus has engaged M&G Investment
Management Limited ("M&G") to serve as the Fund's sub-investment
adviser and provide day-to-day management of the Fund's
investments, subject to the supervision of Dreyfus.  Dreyfus and
M&G are referred to collectively as the "Advisers."
    

   
          Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of Dreyfus, is the distributor of the
Fund's shares.  
    


                        TABLE OF CONTENTS

                                                          Page
   
Investment Objectives and Management Policies. . . . .    B-3
Management of the Fund . . . . . . . . . . . . . . . .    B-15 
Management Arrangements. . . . . . . . . . . . . . . .    B-18
Distribution Plan and Shareholder Services Plan. . . .    B-20
Purchase of Fund Shares. . . . . . . . . . . . . . . .    B-22
Redemption of Fund Shares. . . . . . . . . . . . . . .    B-22
Shareholder Services . . . . . . . . . . . . . . . . .    B-24
Determination of Net Asset Value . . . . . . . . . . .    B-28
Dividends, Distributions and Taxes . . . . . . . . . .    B-29
Portfolio Transactions . . . . . . . . . . . . . . . .    B-31
Performance Information. . . . . . . . . . . . . . . .    B-32   
Information About the Fund . . . . . . . . . . . . . .    B-33
Custodian, Transfer and Dividend Disbursing Agent,
  Counsel and Independent Auditors . . . . . . . . . .    B-33   
Financial Statement. . . . . . . . . . . . . . . . . .    B-34   
Report of Independent Auditors . . . . . . . . . . . .    B-35
Appendix . . . . . . . . . . . . . . . . . . . . . . .    B-36
    

<PAGE>
          INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
   

          The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Description of the Fund."
    

          Bank Obligations.  Domestic commercial banks organized
under Federal law are supervised and examined by the Comptroller
of the Currency and are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal
Deposit Insurance Corporation (the "FDIC").  Domestic banks
organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve
System only if they elect to join.  In addition, state banks
whose certificates of deposit ("CDs") may be purchased by the
Fund are insured by the FDIC (although such insurance may not be
of material benefit to the Fund, depending on the principal
amount of the CDs of each bank held by the Fund) and are subject
to Federal examination and to a substantial body of Federal law
and regulation.  As a result of Federal or state laws and
regulations, domestic branches of domestic banks whose CDs may
be purchased by the Fund generally are required, among other
things, to maintain specified levels of reserves, are limited in
the amounts which they can loan to a single borrower and are
subject to other regulation designed to promote financial
soundness.  However, not all of such laws and regulations apply
to the foreign branches of domestic banks.

          Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits
("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms
of a specific obligation and governmental regulation.  Such
obligations are subject to different risks than are those of
domestic banks.  These risks include foreign economic and
political developments, foreign governmental restrictions that
may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding
and other taxes on interest income.  These foreign branches and
subsidiaries are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and
accounting, auditing and financial record keeping requirements. 
In addition, less information may be publicly available about a
foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.

          Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office.  A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed
in that state.

          In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to:  (1) pledge to the
regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from
time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a
specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or
branches within the state.  The deposits of Federal and State
Branches generally must be insured by the FDIC if such branches
take deposits of less than $100,000.

   
          Securities of Supranatural Entities.  Supranational
entities in which the Fund may invest include international
organizations designated or supported by governmental entities
to promote economic reconstruction or development and
international banking institutions and related government
agencies.  Examples include the International Bank for
Reconstruction and Development (the World Bank), the European
Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.
    
  
   
          Mortgage-Related Securities. 
    

   
          Government Agency Securities.  Mortgage-related
securities issued by the Government National Mortgage
Association ("GNMA") include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed
as to the timely payment of principal and interest by GNMA and
such guarantee is backed by the full faith and credit of the
United States.  GNMA is a wholly-owned U.S. Government
corporation within the department of Housing and Urban
Development.  GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make
payments under its guarantee.
    

   
          Government Related Securities.  Mortgage-related
securities issued by the Federal National Mortgage Association
("FNMA") include FNMA Guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes") which are solely the
obligations of the FNMA and are not backed by or entitled to the
full faith and credit of the Untied States.  The FNMA is a
government-sponsored organization owned entirely by private
stockholders.  Fannie Maes are guaranteed as to timely payment
of principal and interest by FNMA.
    

   
          Mortgage-related securities issued by the Federal Home
Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs").  The FHLMC is a corporate instrumentality of the United
States created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks.  Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Bank
and do not constitute a debt or obligation of the United States
or of any Federal Home Loan Bank.  Freddie Macs entitle the
holder to timely payment of interest, which is guaranteed by the
FHLMC.  The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying
mortgage loans.  When the FHLMC does not guarantee timely
payment of principal, FHLMC may remit the amount due on account
of its guarantee of ultimate payment of principal at any time
after default on an underlying mortgage, but in no event later
than one year after it becomes payable.
    

   
          Brady Bonds.  Collateralized Brady Bond may be fixed
rate par bonds or floating rate discount bonds, which are
generally collateralized in full as to principal due at maturity
by U.S. Treasury zero coupon obligations which have the same
maturity as the Brady Bonds.  Interest payments on these Brady
Bonds generally are collateralized by cash or securities in an
amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of
floating rate bonds, initially is equal to at least one year's
rolling interest payments based on the applicable interest rate
at that time and is adjusted at regular intervals thereafter. 
Certain Brady Bonds are entitled to "value recovery payments" in
certain circumstances, which in effect constitute supplemental
interest payments but generally are not collateralized.  Brady
Bonds are often viewed as having three or four valuation
components:  (i) the collateralized repayment of principal at
final maturity; (ii) the collateralized interest payments;
(iii) the uncollateralized interest payments; and (iv) any
uncollateralized repayment of principal at maturity (these
uncollateralized amounts constitute the "residual risk").  In
the event of a default with respect to Collateralized Brady
Bonds as a result of which the payment obligations of the issuer
are accelerated, the U.S. Treasury zero coupon obligations held
as collateral for the payment of principal will not be
distributed to investors, nor will such obligations be sold and
the proceeds distributed.  The collateral will be held by the
collateral agent to the scheduled maturity of the defaulted
Brady Bonds, which will continue to be outstanding, at which
time the face amount of the collateral will equal the principal
payments which would have then been due on the Brady Bonds in
the normal course.  In addition, in light of the residual risk
of Brady Bonds and, among other factors, the history of defaults
with respect to commercial bank loans by public and private
entities of countries issuing Brady Bonds, investments in Brady
Bonds are to be viewed as speculative.
    

   
          Debt restructurings totalling more than $80 billion
have been implemented under the Brady Plan to date in Argentina,
Bolivia, Costa Rica, Mexico, Nigeria, the Philippines, Uruguay
and Venezuela, with the largest proportion of Brady Bonds having
been issued to date by Argentina, Mexico and Venezuela.  Most
Argentine and Mexican Brady Bonds and a significant portion of
the Venezuelan Brady Bonds issued to date are Collateralized
Brady Bonds with interest coupon payments collateralized on a
rolling-forward basis by funds or securities held in escrow by
an agent for the bondholders.  Of the other issuers of Brady
Bonds, Bolivia, Nigeria, the Philippines and Uruguay have to
date issued Collateralized Brady Bonds.  Brazil has announced
plans to issue Brady Bonds in respect of approximately [$44]
billion of bank debt.  
    

   
          Loan Participation and Assignments.  When the Fund
purchases Assignments from Lenders it will acquire direct rights
against the borrower on the Loan (as such terms, and other
capitalized terms used in this paragraph, are defined in the
Prospectus).  Because Assignments are arranged through private
negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the
Fund as the purchaser of an Assignment may differ from, and be
more limited than, those held by the assigning Lender.  The
assignability of certain Sovereign Debt Obligations is
restricted by the governing documentation as to the nature of
the assignee such that the only way in which the Fund may
acquire an interest in a Loan is through a Participation and not
an Assignment.  The Fund may have difficulty disposing of
Assignments and Participations because to do so it will have to
assign such securities to a third party.  Because there is no
established secondary market for such securities, the Fund
anticipates that such securities could be sold only to a limited
number of institutional investors.  The lack of an established
secondary market may have an adverse impact on the value of such
securities and the Fund's ability to dispose of particular
Assignments or Participations when necessary to meet the Fund's
liquidity needs or in response to a specific economic event such
as a deterioration in the creditworthiness of the borrower.  The
lack of an established secondary market for Assignments and
Participations also may make it more difficult for the Fund to
assign a value to these securities for purposes of valuing the
Fund's portfolio and calculating its net asset value.  The Fund
will not invest more than 15% of the value of its net assets in
Loan Participations and Assignments that are illiquid, and in
other illiquid securities.
    

          Options Transactions.  The Fund may engage in options
transactions, such as purchasing or writing covered call or put
options.  The principal reason for writing covered call options
is to realize, through the receipt of premiums, a greater return
than would be realized on the Fund's portfolio securities alone. 
In return for a premium, the writer of a covered call option
forfeits the right to any appreciation in the value of the
underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be
effected).  Nevertheless, the call writer retains the risk of a
decline in the price of the underlying security.  Similarly, the
principal reason for writing covered put options is to realize
income in the form of premiums.  The writer of a covered put
option accepts the risk of a decline in the price of the
underlying security.  The size of the premiums that the Fund may
receive may be adversely affected as new or existing
institutions, including other investment companies, engage in or
increase their option-writing activities.

   
          Options written ordinarily will have expiration dates
between one and nine months from the date written.  The exercise
price of the options may be below, equal to or above the market
values of the underlying securities at the time the options are
written.  In the case of call options, these exercise prices are
referred to as "in-the-money," "at-the-money" and "out-of-the-
money," respectively.  The Fund may write (a) in-the-money call
options when the Advisers expect that the price of the
underlying security will remain stable or decline moderately
during the option period, (b) at-the-money call options when the
Advisers expect that the price of the underlying security will
remain stable or advance moderately during the option period and
(c) out-of-the-money call options when the Advisers expect that
the premiums received from writing the call option plus the
appreciation in market price of the underlying security up to
the exercise price will be greater than the appreciation in the
price of the underlying security alone.  In these circumstances,
if the market price of the underlying security declines and the
security is sold at this lower price, the amount of any realized
loss will be offset wholly or in part by the premium received. 
Out-of-the-money, at-the-money and in-the-money put options (the
reverse of call options as to the relation of exercise price to
market price) may be utilized in the same market environments
that such call options are used in equivalent transactions.
    

          So long as the Fund's obligation as the writer of an
option continues, the Fund may be assigned an exercise notice by
the broker-dealer through which the option was sold, requiring
the Fund to deliver, in the case of a call, or take delivery of,
in the case of a put, the underlying security against payment of
the exercise price.  This obligation terminates when the option
expires or the Fund effects a closing purchase transaction.  The
Fund can no longer effect a closing purchase transaction with
respect to an option once it has been assigned an exercise
notice.

   
          While it may choose to do otherwise, the Fund
generally will purchase or write only those options for which
the Advisers believe there is an active secondary market so as
to facilitate closing transactions.  There is no assurance that
sufficient trading interest to create a liquid secondary market
on a securities exchange will exist for any particular option or
at any particular time, and for some options no such secondary
market may exist.  A liquid secondary market in an option may
cease to exist for a variety of reasons.  In the past, for
example, higher than anticipated trading activity or order flow,
or other unforeseen events, at times have rendered certain
clearing facilities inadequate and resulted in the institution
of special procedures, such as trading rotations, restrictions
on certain types of orders or trading halts or suspensions in
one or more options.  There can be no assurance that similar
events, or events that otherwise may interfere with the timely
execution of customers' orders, will not recur.  In such event,
it might not be possible to effect closing transactions in
particular options.  If as a covered call option writer the Fund
is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying
security upon exercise or it otherwise covers its position.
    

   
          Futures Contracts and Options on Futures Contracts. 
Upon exercise of an option, the writer of the option will
deliver to the holder of the option the futures position and the
accumulated balance in the writer's futures margin account,
which represents the amount by which the market price of the
futures contract exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on
the futures contract.  The potential loss related to the
purchase of options on futures contracts is limited to the
premium paid for the option (plus transaction costs).  Because
the value of the option is fixed at the time of sale, there are
no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset
value of the Fund.
    

   
          Foreign Currency Transactions.  If the Fund enters
into a currency transaction, it will deposit, if so required by
applicable regulations, with its custodian cash or readily
marketable securities in a segregated account of the Fund in an
amount at least equal to the value of the Fund's total assets
committed to the consummation of the forward contract.  If the
value of the securities placed in the segregated account
declines, additional cash or securities will be placed in the
account so that the value of the account will equal the amount
of the Fund's commitment with respect to the contract.  
    

   
          At or before the maturity of a forward contract, the
Fund either may sell a security and make delivery of the
currency, or retain the security and offset its contractual
obligation to deliver the currency by purchasing a second
contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency which it is
obligated to deliver.  If the Fund retains the portfolio
security and engages in an offsetting transaction, the Fund, at
the time of execution of the offsetting transaction, will incur
a gain or loss to the extent movement has occurred in forward
contract prices.  Should forward prices decline during the
period between the Fund's entering into a forward contract for
the sale of a currency and the date it enters into an offsetting
contract for the purchase of the currency, the Fund will realize
a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to
purchase.  Should forward prices increase, the Fund will suffer
a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to
sell.
    

   
          The cost to the Fund of engaging in currency
transactions varies with factors such as the currency involved,
the length of the contract period and the market conditions then
prevailing.  Because transactions in currency exchange usually
are conducted on a principal basis, no fees or commissions are
involved.  The use of forward currency exchange contracts does
not eliminate fluctuations in the underlying prices of the
securities, but it does establish a rate of exchange that can be
achieved in the future.  If a devaluation generally is
anticipated, the Fund may not be able to contract to sell the
currency at a price above the devaluation level it anticipates. 
The requirements for qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
"Code"), may cause the Fund to restrict the degree to which it
engages in currency transactions.  See "Dividends, Distributions
and Taxes."
    

          Lending Portfolio Securities.  To a limited extent,
the Fund may lend its portfolio securities to brokers, dealers
and other financial institutions, provided it receives cash
collateral which at all times is maintained in an amount equal
to at least 100% of the current market value of the securities
loaned.  By lending its portfolio securities, the Fund can
increase its income through the investment of the cash
collateral.  For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by the Fund to be the
equivalent of cash.  From time to time, the Fund may return to
the borrower or a third party which is unaffiliated with the
Fund, and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.  

   
          The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned:  (1) the Fund must receive at
least 100% cash collateral from the borrower; (2) the borrower
must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the
Fund must be able to terminate the loan at any time; (4) the
Fund must receive reasonable interest on the loan, as well as
any interest or other distributions on the loaned securities,
and any increase in market value; and (5) the Fund may pay only
reasonable custodian fees in connection with the loan.
    

   
          Investing in Sovereign Debt Obligations of Emerging
Market Countries.  The ability of governments to make timely
payments on their obligations is likely to be influenced
strongly by the issuer's balance of payments, including export
performance, and its access to international credits and
investments.  A country whose exports are concentrated in a few
commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. 
Increased protectionism on the part of a country's trading
partners also could adversely affect the country's exports and
diminish its trade account surplus, if any.  To the extent that
a country receives payment for its exports in currencies other
than dollars, its ability to make debt payments denominated in
dollars could be adversely affected.
    

   
          To the extent that a country develops a trade deficit,
it will need to depend on continuing loans from foreign
governments, multilateral organizations or private commercial
banks, aid payments from foreign governments and on inflows of
foreign investment.  The access of a country to these forms of
external funding may not be certain, and a withdrawal of
external funding could adversely affect the capacity of a
government to make payments on its obligations.  In addition,
the cost of servicing debt obligations can be affected by a
change in international interest rates since the majority of
these obligations carry interest rates that are adjusted
periodically based upon international rates.
    

   
          Another factor bearing on the ability of a country to
repay Sovereign Debt Obligations is the level of the country's
international reserves.  Fluctuations in the level of these
reserves can affect the amount of foreign exchange readily
available for external debt payments and, thus, could have a
bearing on the capacity of the country to make payments on its
Sovereign Debt Obligations.
    

   
          Expropriation, confiscatory taxation, nationalization,
political, economic or social instability or other similar
developments, such as military coups, have occurred in the past
in countries in which the Fund will invest and could adversely
affect the Fund's assets should these conditions or events
recur.
    

   
          Foreign investment in certain Sovereign Debt
Obligations is restricted or controlled to varying degrees. 
These restrictions or controls at times may limit or preclude
foreign investment in certain Sovereign Debt Obligations and
increase the costs and expenses of the Fund.  Certain countries
in which the Fund will invest require governmental approval
prior to investments by foreign persons, limit the amount of
investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of
securities of an issuer that may have less advantageous rights
than the classes available for purchase by domiciliaries of the
countries and/or impose additional taxes on foreign investors.
    

   
          Certain countries other than those on which the Fund
initially will focus its investments may require governmental
approval for the repatriation of investment income, capital or
the proceeds of sales of securities by foreign investors.  In
addition, if a deterioration occurs in a country's balance of
payments, the country could impose temporary restrictions on
foreign capital remittances.  The Fund could be adversely
affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by
the application to the Fund of any restrictions on investments. 
Investing in local markets may require the Fund to adopt special
procedures, seek local government approvals or take other
actions, each of which may involve additional costs to the Fund.
    

   
          Risk Factors--Lower Rated Securities.  The Fund is
permitted to invest in securities rated below Baa by Moody's
Investors Service, Inc. ("Moody's") and below BBB by Standard &
Poor's Corporation ("S&P"), Fitch Investors Service, Inc.
("Fitch") and Duff & Phelps, Inc. ("Duff") and as low as the
lowest rating assigned by Moody's, S&P, Fitch or Duff.  Such
securities, though higher yielding, are characterized by risk. 
See in the Prospectus "Description of the Fund--Risk
Factors--Lower Rated Securities" for a discussion of certain
risks and the "Appendix" for a general description of Moody's,
S&P, Fitch and Duff ratings.  Although ratings may be useful in
evaluating the safety of interest and principal payments, they
do not evaluate the market value risk of these securities.  The
Fund will rely on the Advisers' judgment, analysis and
experience in evaluating the creditworthiness of an issuer.
    

          Investors should be aware that the market values of
many of these securities tend to be more sensitive to economic
conditions than are higher rated securities and will fluctuate
over time.  These securities are considered by S&P, Moody's,
Fitch and Duff, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation and generally will
involve more credit risk than securities in the higher rating
categories.

          Issues of certain of these securities often are highly
leveraged and may not have available to them more traditional
methods of financing.  Therefore, the risk associated with
acquiring the securities of such issuers generally is greater
than is the case with the higher rated securities.  For example,
during an economic downturn or a sustained period of rising
interest rates, highly leveraged issuers of these securities may
not have sufficient revenues to meet their interest payment
obligations.  The issuer's ability to service its debt
obligations also may be affected adversely by specific corporate
developments, forecasts, or the unavailability of additional
financing.  The risk of loss because of default by the issuer is
significantly greater for the holders of these securities
because such securities generally are unsecured and often are
subordinated to other creditors of the issuer.

          Because there is no established retail secondary
market for many of these securities, the Fund anticipates that
such securities could be sold only to a limited number of
dealers or institutional investors.  To the extent a secondary
trading market for these securities does exist, it generally is
not as liquid as the secondary market for higher rated
securities.  The lack of a liquid secondary market may have an
adverse impact on market price and yield and the Fund's ability
to dispose of particular issues when necessary to meet the
Fund's liquidity needs or in response to a specific economic
event such as a deterioration in the creditworthiness of the
issuer.  The lack of a liquid secondary market for certain
securities also may make it more difficult for the Fund to
obtain accurate market quotations for purposes of valuing the
Fund's securities and calculating its net asset value.  Adverse
publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of
these securities.  In such cases, judgment may play a greater
role in valuation because less reliable, objective data may be
available.

          These securities may be particularly susceptible to
economic downturns.  It is likely that any economic recession
could disrupt severely the market for such securities and may
have an adverse impact on the value of such securities.  In
addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities
to repay principal and pay interest thereon and increase the
incidence of default for such securities.

          The Fund may acquire these securities during an
initial offering.  Such securities may involve special risks
because they are new issues.  The Fund has no arrangement with
the Distributor or any other persons concerning the acquisition
of such securities, and the Advisers will review carefully the
credit and other characteristics pertinent to such new issues.

          Lower rated zero coupon securities involve special
considerations.  The credit risk factors pertaining to lower
rated securities also apply to lower rated zero coupon
securities.  Such zero coupon securities carry an additional
risk in that, unlike securities which pay interest throughout
the period to maturity, the Fund will realize no cash until the
cash payment date unless a portion of such securities are sold
and, if the issuer defaults, the Fund may obtain no return at
all on its investment.  See "Dividends, Distributions and
Taxes."

   
          Investment Restrictions.  The Fund has adopted invest-
ment restrictions numbered 1 through 8 as fundamental policies. 
These restrictions cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "Act")) of the Fund's outstanding
voting shares.  Investment restrictions numbered 9 through 14
are not fundamental policies and may be changed by vote of a
majority of the Fund's Directors at any time.  The Fund may not: 
    

        
          1.  Invest more than 25% of the value of its total
assets in the securities of issuers in any single industry,
provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.  
    

   
          2.  Invest in commodities, except that the Fund may
purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.
    

   
          3.  Purchase, hold or deal in real estate, or oil, gas
or other mineral leases or exploration or development programs,
but the Fund may purchase and sell securities that are secured
by real estate or issued by companies that invest or deal in
real estate or real estate investment trusts.
    

   
          4.  Borrow money, except to the extent permitted under
the Act.  For purposes of this Investment Restriction, the entry
into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or
indexes shall not constitute borrowing.
    

   
          5.  Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements. 
However, the Fund may lend its portfolio securities in an amount
not to exceed 33-1/3% of the value of its total assets.  Any
loans of portfolio securities will be made according to guide-
lines established by the Securities and Exchange Commission and
the Fund's Board of Directors.
    

   
          6.  Act as an underwriter of securities of other
issuers, except to the extent the Fund may be deemed an under-
writer under the Securities Act of 1933, as amended, by virtue
of disposing of portfolio securities.
    
   
    

   
          7.  Issue any senior security (as such term is defined
in Section 18(f) of the Act), except to the extent the
activities  permitted in Investment Restriction Nos. 2, 4, 11
and 12 may be deemed to give rise to a senior security.
    

          8.  Purchase securities on margin, but the Fund may
make margin deposits in connection with transactions in options,
forward contracts, futures contracts, including those relating
to indexes, and options on futures contracts or indexes.

   
          9.  Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessor) if such purchase would cause the value of the
Fund's investments in all such companies to exceed 5% of the
value of its total assets.
    

   
          10.  Invest in the securities of a company for the
purpose of exercising management or control, but the Fund will
vote the securities it owns in its portfolio as a shareholder in
accordance with its views.
    

   
          11.  Pledge, mortgage or hypothecate its assets,
except to the extent necessary to secure permitted borrowings
and to the extent related to the purchase of securities on a
when-issued or forward commitment basis and the deposit of
assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes.
    

   
          12.  Purchase, sell or write puts, calls or
combinations thereof, except as described in the Fund's
Prospectus and Statement of Additional Information.
    

   
          13.  Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
15% of the value of the Fund's net assets would be so invested. 
    

   
          14.  Purchase securities of other investment compan-
ies, except to the extent permitted under the Act.
    

   
          If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets will not constitute a violation of
such restriction.
    

   
          The Fund may invest, notwithstanding any other
investment restriction (whether or not fundamental), all of the
Fund's assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objective, policies and restrictions as the Fund.
    

   
    
          The Fund may make commitments more restrictive than
the restrictions listed above so as to permit the sale of Fund
shares in certain states.  Should the Fund determine that a
commitment is no longer in the best interest of the Fund and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state
involved.

<PAGE>
                     MANAGEMENT OF THE FUND

          Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below.  Each Director who
is deemed to be an "interested person" of the Fund, as defined
in the Act, is indicated by an asterisk. 

Directors and Officers of the Fund

[To be provided]
   
    

   
          For so long as the Fund's plans described in the
section captioned "Distribution Plan and Shareholder Services
Plan" remain in effect, the Directors of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested
persons" of the Fund.
    


Officers of the Fund Not Listed Above

   
MARK N. JACOBS, Vice President.  Secretary and Deputy General
     Counsel of Dreyfus and an officer of other investment
     companies advised or administered by Dreyfus.
    

   
JEFFREY N. NACHMAN, Vice President and Treasurer.  Vice
     President-Mutual Fund Accounting of Dreyfus and an
     officer of other investment companies advised or
     administered by Dreyfus.
    


   
THOMAS J. DURANTE, Controller.  Senior Accounting Manager in the
     Fund Accounting Department of Dreyfus and an officer of
     other investment companies advised or administered by
     Dreyfus.
    

   
DANIEL C. MACLEAN, Secretary.  Vice President and General
     Counsel of Dreyfus, Secretary of the Distributor and an
     officer of other investment companies advised or
     administered by Dreyfus.
    

   
STEVEN F. NEWMAN, Assistant Secretary.  Associate General
     Counsel of Dreyfus and an officer of other investment
     companies advised or administered by Dreyfus.
    

   
CHRISTINE PAVALOS, Assistant Secretary.  Assistant Secretary of
     Dreyfus, the Distributor and other investment companies
     advised or administered by Dreyfus.
    


          The address of each officer of the Fund is 200 Park
Avenue, New York, New York 10166.

   
    

   
                     MANAGEMENT ARRANGEMENTS
    

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "MANAGEMENT OF THE FUND."

   
          Management Agreement.  Dreyfus supervises investment
management of the Fund pursuant to the Management Agreement (the
"Management Agreement") dated _______, 1994 between Dreyfus and
the Fund.  The Management Agreement is subject to annual
approval by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Act) of the Fund's outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Directors who are
not "interested persons" (as defined in the Act) of the Fund or
Dreyfus, by vote cast in person at a meeting called for the
purpose of voting on such approval.  The Management Agreement is
terminable without penalty, on 60 days' notice, by the Fund's
Directors or by vote of the holders of a majority of the Fund's
shares, or, on not less than 90 days' notice, by Dreyfus.  The
Management Agreement will terminate automatically in the event
of its assignment (as defined in the Act).
    

   
          In addition to the persons named in the section
entitled "Management of the Fund," the following persons also
are officers and/or directors of Dreyfus:  Howard Stein,
Chairman of the Board of Directors and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors;
Alan M. Eisner, Vice President and Chief Financial Officer;
David W. Burke, Vice President and Chief Administrative Officer;
Robert F. Dubuss, Vice President; Elie M. Genadry, Vice
President--Institutional Sales; Peter A. Santoriello, Vice
President; Robert H. Schmidt, Vice President; Kirk V. Stumpp,
Vice President--New Product Development; Philip L. Toia, Vice
President; John J. Pyburn and Katherine C. Wickham, Assistant
Vice Presidents; Maurice Bendrihem, Controller; and Mandell L.
Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail Q.
McCarthy and David B. Truman, directors.
    

   
          Dreyfus pays the salaries of all officers and
employees employed by both it and the Fund, maintains office
facilities, and furnishes the Fund statistical and research
data, clerical help, accounting, data processing, bookkeeping
and internal auditing and certain other required services. 
Dreyfus also may make such advertising and promotional
expenditures using its own resources, as it from time to time
deems appropriate.
    

   
          Sub-Investment Advisory Agreement.  M&G provides
investment advisory assistance and day-to-day management of the
Fund's investments pursuant to the Sub-Investment Advisory
Agreement (the "Sub-Advisory Agreement") dated _______, 1994
between M&G and Dreyfus.  The Sub-Advisory Agreement is subject
to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the Fund's
outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in the
Act) of the Fund or M&G, by vote cast in person at a meeting
called for the purpose of voting on such approval.  The
Sub-Advisory Agreement is terminable without penalty, (i) by
Dreyfus on 60 days' notice, (ii) by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's
shares on 60 days' notice, or (iii) by M&G on not less than 90
days' notice.  The Sub-Advisory Agreement will terminate
automatically in the event of its assignment (as defined in the
Act) or upon the termination of the Management Agreement for any
reason.
    

   
          The following persons are officers and/or directors of
M&G:  Laurence E. Linaker, Chairman of the Board of Directors;
David L. Morgan, Managing Director and a director; John P.
Allard, John W. Boeckmann, Gordon P. Craig, Robert A. R. Hayes,
Richard S. Hughes, David J. Hutchins, James R.D. Korner, Ewen A.
Macpherson, Paul R. Marsh, Nigel D. Morrison, Roger D.
Nightingale, Paul D.A. Nix, William J. Nott, Daniel O'Shea,
Duncan N. Robertson, directors; and Anthony J. Ashplant,
Secretary.
    

   
          M&G provides day-to-day management of the Fund's
investments in accordance with the stated policies of the Fund,
subject to the supervision of Dreyfus and approval of the Fund's
Board of Directors.  Dreyfus and M&G provide the Fund with
Investment Officers who are authorized by the Board of Directors
to execute purchases and sales of securities.  The Fund's
Investment Officers are Joseph S. DiMartino, William Vincent,
Barbara L. Kenworthy, Paul D.A. Nix and Theodora Zemek.  Dreyfus
also maintains a research department with a professional staff
of portfolio managers and securities analysts who provide
research services for the Fund as well as other funds advised by
Dreyfus.  All purchases and sales are reported for the Board of
Directors' review at the meeting subsequent to such
transactions.
    

   
          Expenses.  All expenses incurred in the operation of
the Fund are borne by the Fund, except to the extent
specifically assumed by Dreyfus and/or M&G.  The expenses borne
by the Fund include:  organizational costs, taxes, interest,
loan commitment fees, interest and distributions paid on
securities sold short, brokerage fees and commissions, if any,
fees of Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of
Dreyfus or M&G or any of their affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
maintaining the Fund's existence, costs of independent pricing
services, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, and any extraordinary
expenses.  The Fund is subject to an annual distribution fee for
advertising, marketing and distributing its shares and an annual
service fee for ongoing personal services relating to
shareholder accounts and services related to the maintenance of
shareholder accounts.  See "Distribution Plan and Shareholder
Services Plan." 
    

   
    

   
          Dreyfus and M&G have agreed that if in any fiscal year
the aggregate expenses of the Fund, exclusive of interest,
taxes, brokerage and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed the expense limitation
of any state having jurisdiction over the Fund, Dreyfus and M&G
will bear the excess expense in proportion to their management
fee and sub-advisory fee to the extent required by state law. 
Such payment, if any, will be estimated daily, and reconciled
and paid on a monthly basis.
    

   
    

   
         DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
    
    
   
      THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN."
    

   
          The Fund's shares are subject to a Distribution Plan
and a Shareholder Services Plan.
    

   
          Distribution Plan.  Rule 12b-1 (the "Rule") adopted by
the Securities and Exchange Commission under the Act provides,
among other things, that an investment company may bear expenses
of distributing its shares only pursuant to a plan adopted in
accordance with the Rule.  The Fund's Board of Directors has
adopted such a plan (the "Distribution Plan") with respect to
the Fund's shares, pursuant to which the Fund pays the
Distributor for advertising, marketing and distributing the
Fund's shares.  Under the Distribution Plan, the Distributor may
make payments to certain financial institutions, securities
dealers and other financial industry professionals
(collectively, "Service Agents") in respect to these services. 
The Fund's Board of Directors believes that there is a
reasonable likelihood that the Distribution Plan will benefit
the Fund and its shareholders.  In some states, certain
financial institutions effecting transactions in Fund shares may
be required to register as dealers pursuant to state law. 
    

   
          A quarterly report of the amounts expended under the
Distribution Plan, and the purposes for which such expenditures
were incurred, must be made to the Directors for their review. 
In addition, the Distribution Plan provides that it may not be
amended to increase materially the costs which Fund shareholders
may bear for distribution pursuant to the Distribution Plan
without shareholder approval and that other material amendments
of the Distribution Plan must be approved by the Board of
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Distribution
Plan or in any agreements entered into in connection with the
Distribution Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments.  The
Distribution Plan is subject to annual approval by such vote of
the Directors cast in person at a meeting called for the purpose
of voting on the Distribution Plan.  The Distribution Plan was
so approved by the Directors at a meeting held on _______, 1994. 
The Distribution Plan may be terminated at any time by vote of a
majority of the Directors who are not "interested persons" and
have no direct or indirect financial interest in the operation
of the Distribution Plan or in any agreements entered into in
connection with the Distribution Plan or by vote of the holders
of a majority of the Fund's shares. 
    

          Shareholder Services Plan.  The Fund has adopted a
Shareholder Services Plan, pursuant to which the Fund pays the
Distributor for the provision of certain services to Fund
shareholders. 

   
          A quarterly report of the amounts expended under the
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the Directors for
their review.  In addition, the Shareholder Services Plan
provides that it may not be amended without approval of the
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Shareholder
Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. 
The Shareholder Services Plan is subject to annual approval by
such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Shareholder Services Plan.  The
Shareholder Services Plan was so approved on _______, 1994.  The
Shareholder Services Plan is terminable at any time by vote of a
majority of the Directors who are not "interested persons" and
have no direct or indirect financial interest in the operation
of the Shareholder Services Plan or in any agreements entered
into in connection with the Shareholder Services Plan. 
    


                     PURCHASE OF FUND SHARES

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO BUY FUND SHARES."  

          The Distributor.  The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable
annually.  The Distributor also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.  

          Dreyfus TeleTransfer Privilege.  Dreyfus TeleTransfer
purchase orders may be made between the hours of 8:00 a.m. and
4:00 p.m., New York time, on any business day that The
Shareholder Services Group, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open.  Such purchases will be credited
to the shareholder's Fund account on the next bank business day. 
To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of Fund shares must be drawn on,
and redemption proceeds paid to, the same bank and account as
are designated on the Account Application or Optional Services
Form on file.  If the proceeds of a particular redemption are to
be wired to an account at any other bank, the request must be in
writing and signature-guaranteed.  See "Redemption of Fund
Shares--Dreyfus TeleTransfer Privilege." 

          Reopening an Account.  An investor may reopen an
account with a minimum investment of $100 without filing a new
Account Application during the calendar year the account is
closed or during the following calendar year, provided the
information on the old Account Application is still applicable.


                    REDEMPTION OF FUND SHARES

          The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "How to Redeem Fund Shares."  

   
          Wire Redemption Privilege.  By using this Privilege,
the investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor, or a representative of
the investor's Service Agent, and reasonably believed by the
Transfer Agent to be genuine.  Ordinarily, the Fund will
initiate payment for shares redeemed pursuant to this Privilege
on the next business day after receipt if the Transfer Agent
receives the redemption request in proper form.  Redemption
proceeds will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Optional Services Form.  Redemption proceeds, if
wired, must be in the amount of $1,000 or more and will be wired
to the investor's account at the bank of record designated in
the investor's file at the Transfer Agent, if the investor's
bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. 
Fees ordinarily are imposed by such bank and usually are borne
by the investor.  Immediate notification by the correspondent
bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.  
    

          Investors with access to telegraphic equipment may
wire redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmissions:

                                        Transfer Agent's
Transmittal Code                        Answer Back Sign 

144295                                   144295 TSSG PREP

          Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free.  Investors should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.  

   
    

          To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent.  This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Stock Certificates; Signatures."  

   
          Dreyfus TeleTransfer Privilege.  Investors should be
aware that if they have selected the Dreyfus TeleTransfer
Privilege, any request for a wire redemption will be effected as
a Dreyfus TeleTransfer transaction through the Automated
Clearing House ("ACH") system unless more prompt transmittal
specifically is requested.  Redemption proceeds will be on
deposit in the investor's account at an ACH member bank
ordinarily two business days after receipt of the redemption
request.  See "Purchase of Fund Shares--Dreyfus TeleTransfer
Privilege." 
    

   
          Stock Certificates; Signatures.  Any certificates
representing Fund shares to be redeemed must be submitted with
the redemption request.  Written redemption requests must be
signed by each shareholder, including each holder of a joint
account, and each signature must be guaranteed.  Signatures on
endorsed certificates submitted for redemption also must be
guaranteed.  The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program.  Guarantees must be signed by an
authorized signatory of the guarantor and "Signature-Guaranteed"
must appear with the signature.  The Transfer Agent may request
additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other
suitable verification arrangements from foreign investors, such
as consular verification.  For more information with respect to
signature-guarantees, please call one of the telephone numbers
listed on the cover.

    

   
    
 
   
         Redemption Commitment.  The Fund has committed itself
to pay in cash all redemption requests by any shareholder of
record, limited in amount during any 90-day period to the lesser
of $250,000 or 1% of the value of the Fund's net assets at the
beginning of such period.  Such commitment is irrevocable
without the prior approval of the Securities and Exchange
Commission.  In the case of requests for redemption in excess of
such amount, the Board of Directors reserves the right to make
payments in whole or in part in securities or other assets in
case of an emergency or any time a cash distribution would
impair the liquidity of the Fund to the detriment of the
existing shareholders.  In such event, the securities would be
valued in the same manner as the Fund's portfolio is valued.  If
the recipient sold such securities, brokerage charges would be
incurred.
    

          Suspension of Redemptions.  The right of redemption
may be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than
customary weekend and holiday closings), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders. 


                      SHAREHOLDER SERVICES

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "SHAREHOLDER SERVICES."  

          Exchange Privilege.  Shares of other funds purchased
by exchange will be purchased on the basis of relative net asset
value per share as follows: 

          A.   Exchanges for shares of funds that are offered
               without a sales load will be made without a sales
               load.   

          B.   Shares of funds purchased without a sales load
               may be exchanged for shares of other funds sold
               with a sales load, and the applicable sales load
               will be deducted. 

   
          C.   Shares of funds purchased with a sales load may
               be exchanged without a sales load for shares of
               other funds sold without a sales load. 
    

          D.   Shares of funds purchased with a sales load,
               shares of funds acquired by a previous exchange
               from shares purchased with a sales load and
               additional shares acquired through reinvestment
               of dividends or distributions of any such funds
               (collectively referred to herein as "Purchased
               Shares") may be exchanged for shares of other
               funds sold with a sales load (referred to herein
               as "Offered Shares"), provided that, if the sales
               load applicable to the Offered Shares exceeds the
               maximum sales load that could have been imposed
               in connection with the Purchased Shares (at the
               time the Purchased Shares were acquired), without
               giving effect to any reduced loads, the
               difference will be deducted.  

   
          To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of fund shares and their account number.  
    

   
          To use this Privilege, an investor or the investor's
Service Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone.  Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Optional Services Form is on
file with the Transfer Agent.  By using this Privilege, the
investor authorizes the Transfer Agent to act on telephonic,
telegraphic or written exchange instructions from any person
representing himself or herself to be the investor or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine.  Telephone
exchanges may be subject to limitations as to the amount
involved or the number of telephone exchanges permitted.  Shares
issued in certificate form are not eligible for telephone
exchange. 
    

   
          To establish a Personal Retirement Plan by exchange,
shares of the fund being exchanged must have a value of at least
the minimum initial investment required for the fund into which
the exchange is being made.  For Dreyfus-sponsored Keogh Plans,
IRAs and IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs") with only one participant, the minimum initial
investment is $750.  To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the
minimum initial investment is $100 if the plan has at least
$2,500 invested among the funds in the Dreyfus Family of Funds. 
To exchange shares held in Personal Retirement Plans, the shares
exchanged must have a current value of at least $100.  
    

   
          Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-
Exchange permits an investor to purchase, in exchange for shares
of the Fund, shares of another fund in the Dreyfus Family of
Funds.  This Privilege is available only for existing accounts. 
Shares will be exchanged on the basis of relative net asset
value as set forth under "Exchange Privilege" above.  Enrollment
in or modification or cancellation of this Privilege is
effective three business days following notification by the
investor.  An investor will be notified if his account falls
below the amount designated to be exchanged under this
Privilege.  In this case, an investor's account will fall to
zero unless additional investments are made in excess of the
designated amount prior to the next Auto-Exchange transaction. 
Shares held under IRA and other retirement plans are eligible
for this Privilege.  Exchanges of IRA shares may be made between
IRA accounts and from regular accounts to IRA accounts, but not
from IRA accounts to regular accounts.  With respect to all
other retirement accounts, exchanges may be made only among
those accounts.


    
   
       The Exchange Privilege and Dreyfus Auto-Exchange
Privilege are available to shareholders resident in any state in
which shares of the fund being acquired may legally be sold. 
Shares may be exchanged only between accounts having identical
names and other identifying designations.  
    

   
          Optional Services Forms and prospectuses of the other
funds may be obtained from the Distributor, 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.  The Fund reserves
the right to reject any exchange request in whole or in part. 
The Exchange Privilege or Dreyfus Auto-Exchange Privilege may be
modified or terminated at any time upon notice to shareholders. 
    

   
          Automatic Withdrawal Plan.  The Automatic Withdrawal
Plan permits an investor with a $5,000 minimum account to
request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis.  Withdrawal payments are
the proceeds from sales of Fund shares, not the yield on the
shares.  If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and
eventually may be depleted.  An Automatic Withdrawal Plan may be
established by completing the appropriate application available
from the Distributor.  There is a service charge of $.50 for
each withdrawal check.  Automatic Withdrawal may be terminated
at any time by the investor, the Fund or the Transfer Agent. 
Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.  
    

   
          Dreyfus Dividend Sweep Privilege.  Dreyfus Dividend
Sweep Privilege allows investors to invest on the payment date
their dividends or dividends and capital gain distributions, if
any, from the Fund in shares of another fund in the Dreyfus
Family of Funds of which the investor is a shareholder.  Shares
of other funds purchased pursuant to this Privilege will be
purchased on the basis of relative net asset value per share as
follows: 

    
 
         A.   Dividends and distributions paid by a fund may be
               invested without imposition of a sales load in
               shares of other funds that are offered without a
               sales load. 

          B.   Dividends and distributions paid by a fund which
               does not charge a sales load may be invested in
               shares of other funds sold with a sales load, and
               the applicable sales load will be deducted.  

          C.   Dividends and distributions paid by a fund which
               charges a sales load may be invested in shares of
               other funds sold with a sales load (referred to
               herein as "Offered Shares"), provided that, if
               the sales load applicable to the Offered Shares
               exceeds the maximum sales load charged by the
               fund from which dividends or distributions are
               being swept, without giving effect to any reduced
               loads, the difference will be deducted.  

   
          D.   Dividends and distributions paid by a fund may be
               invested in shares of other funds that impose a
               contingent deferred sales charge and the
               applicable contingent deferred sales charge, if
               any, will be imposed upon redemption of such
               shares. 
    

          Corporate Pension/Profit-Sharing and Personal
Retirement Plans.  The Fund makes available to corporations a
variety of prototype pension and profit-sharing plans including
a 401(k) Salary Reduction Plan.  In addition, the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA
"Rollover Accounts," and 403(b)(7) Plans.  Plan support services
also are available.  For details, please contact the Dreyfus
Group Retirement Plans, a division of the Distributor, by
calling toll free 1-800-358-5566.

          Investors who wish to purchase Fund shares in
conjunction with a Keogh Plan, a 403(b)(7) Plan or an IRA,
including an SEP-IRA, may request from the Distributor forms for
adoption of such plans.

          The entity acting as custodian for Keogh Plans,
403(b)(7) Plans or IRAs may charge a fee, payment of which could
require the liquidation of shares.  All fees charged are
described in the appropriate form.

          SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS
ONLY BY DIRECT REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN. 
PURCHASES FOR THESE PLANS MAY NOT BE MADE IN ADVANCE OF RECEIPT
OF FUNDS.

          The minimum initial investment for corporate plans,
Salary Reduction Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, is $2,500 with no minimum or subsequent
purchases.  The minimum initial investment for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent
purchases.  Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.

          The investor should read the Prototype Retirement Plan
and the appropriate form of Custodial Agreement for further
details on eligibility, service fees and tax implications, and
should consult a tax adviser.


                DETERMINATION OF NET ASSET VALUE

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO BUY FUND SHARES."

   
          Valuation of Portfolio Securities.  The Fund's
securities, including covered call options written by the Fund,
are valued at the last sale price on the securities exchange or
national securities market on which such securities primarily
are traded.  Securities not listed on an exchange or national
securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid
and asked prices, except in the case of open short positions
where the asked price is used for valuation purposes.  Bid price
is used when no asked price is available.  Any assets or
liabilities initially expressed in terms of foreign currency
will  be translated into dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such
translation by the Federal Reserve Bank of New York or if no
such rate is quoted on such date, at the exchange rate
previously quoted by the Federal Reserve Bank of New York or at
such other quoted market exchange rate as may be determined to
be appropriate by the Advisers.  Forward currency contracts will
be valued at the current cost of offsetting the contract. 
Because of the need to obtain prices as of the close of trading
on various exchanges throughout the world, the calculation of
net asset value does not take place contemporaneously with the
determination of prices of a majority of the Fund's securities. 
Short-term investments are carried at amortized cost, which
approximates value.  Any securities or other assets for which
recent market quotations are not readily available are valued at
fair value as determined in good faith by the Fund's Board of
Directors.  Expenses and fees of the Fund, including the
management fee paid by the Fund and distribution and service
fees, are accrued daily and taken into account for the purpose
of determining the net asset value of Fund shares.
    

          Restricted securities, as well as securities or other
assets for which market quotations are not readily available, or
are not valued by a pricing service approved by the Board of
Directors, are valued at fair value as determined in good faith
by the Board of Directors.  The Board of Directors will review
the method of valuation on a current basis.  In making their
good faith valuation of restricted securities, the Directors
generally will take the following factors into consideration: 
restricted securities which are, or are convertible into,
securities of the same class of securities for which a public
market exists usually will be valued at market value less the
same percentage discount at which purchased.  This discount will
be revised periodically by the Board of Directors if the
Directors believe that it no longer reflects the value of the
restricted securities.  Restricted securities not of the same
class as securities for which a public market exists usually
will be valued initially at cost.  Any subsequent adjustment
from cost will be based upon considerations deemed relevant by
the Board of Directors.

   
    


          New York Stock Exchange Closings.  The holidays (as
observed) on which the New York Stock Exchange is closed
currently are:  New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

               DIVIDENDS, DISTRIBUTIONS AND TAXES

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DIVIDENDS, DISTRIBUTIONS AND TAXES."

   
          It is expected that the Fund will qualify as a
"regulated investment company" under the Code, as long as such
qualification is in the best interests of its shareholders.  As
a regulated investment company, the Fund will pay no Federal
income tax on net investment income and net realized securities
gains to the extent that such income and gains are distributed
to shareholders in accordance with applicable provisions of the
Code.  To qualify as a regulated investment company, the Fund
must pay out to its shareholders at least 90% of its net income
(consisting of net investment income and net short-term capital
gain), must derive less than 30% of its annual gross income from
gain on the sale of securities held for less than three months,
and must meet certain asset diversification and other
requirements.  Accordingly, the Fund may be restricted in the
selling of securities held for less than three months.  The
Code, however, allows the Fund to net certain offsetting
positions, making it easier for the Fund to satisfy the 30%
test.  The term "regulated investment company" does not imply
the supervision of management or investment practices or
policies by any government agency.
    

          Any dividend or distribution paid shortly after an
investor's purchase may have the effect of reducing the net
asset value of the shares below the cost of the investment. 
Such a dividend or distribution would be a return of investment
in an economic sense, although taxable as stated above.  In
addition, the Code provides that if a shareholder holds shares
of the Fund for six months or less and has received a capital
gain distribution with respect to such shares, any loss incurred
on the sale of such shares will be treated as long-term capital
loss to the extent of the capital gain distribution received.


   
          Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gains and losses. 
However, a portion of the gain or loss realized from the
disposition of non-U.S. dollar denominated securities (including
debt instruments, certain financial futures and options, and
certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code.  In addition, all or a
portion of the gain realized from the disposition of certain
market discount bonds will be treated as ordinary income under
Section 1276 of the Code.  Finally, all or a portion of the gain
realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258.  "Conversion
transactions" are defined to include certain forward, futures,
option and "straddle" transactions, transactions marketed or
sold to produce capital gains, or transactions described in
Treasury regulations to be issued in the future.
    

          The Fund may qualify for and may make an election
permitted under Section 853 of the Code so that shareholders may
be eligible to claim a credit or deduction on their Federal
income tax returns for, and will be required to treat as part of
the amounts distributed to them, their pro rata portion of
qualified taxes paid or incurred by the Fund to foreign
countries (which taxes relate primarily to investment income). 
The Fund may make an election under Section 853, provided that
more than 50% of the value of the Fund's total assets at the
close of the taxable year consists of securities in foreign
corporations, and the Fund satisfies the applicable distribution
provisions of the Code.  The foreign tax credit available to
shareholders is subject to certain limitations imposed by the
Code.

          Under Section 1256 of the Code, any gain or loss the
Fund realizes from certain forward contracts and options
transactions will be treated as 60% long-term capital gain or
loss and 40% short-term capital gain or loss.  Gain or loss will
arise upon exercise or lapse of such contracts and options as
well as from closing transactions.  In addition, any such
contracts or options remaining unexercised at the end of the
Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to the Fund
characterized in the manner described above.

   
          Offsetting positions held by the Fund involving
certain foreign currency forward contracts or options may
constitute "straddles."  "Straddles" are defined to include
"offsetting positions" in actively traded personal property. 
The tax treatment of "straddles" is governed by Section 1092 of
the Code, which, in certain circumstances, overrides or modifies
the provisions of Sections 1256 and 988.  If the Fund were
treated as entering into "straddles" by reason of its engaging
in certain forward contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the
forward contracts or options transactions comprising a part of
such "straddles" were governed by Section 1256.  The Fund may
make one or more elections with respect to "mixed straddles." 
Depending on which election is made, if any, the results to the
Fund may differ.  If no election is made to the extent the
"straddle" rules apply to positions established by the Fund,
losses realized by the Fund will be deferred to the extent of
unrealized gain in the offsetting position.  Moreover, as a
result of the "straddle" rules, short-term capital loss on
"straddle" positions may be recharacterized as long-term capital
loss, and long-term capital gains may be treated as short-term
capital gains or ordinary income.
    

          Investment by the Fund in securities issued at a
discount or providing for deferred interest or for payment of
interest in the form of additional obligations could under
special tax rules affect the amount, timing and character of
distributions to shareholders by causing the Fund to recognize
income prior to the receipt of cash payments.  For example, the
Fund could be required to accrue as income each year a portion
of the discount (or deemed discount) at which such securities
were issued and to distribute such income.  In such case, the
Fund may have to dispose of securities which it might otherwise
have continued to hold in order to generate cash to satisfy
these distribution requirements.

                     PORTFOLIO TRANSACTIONS

   
          Dreyfus assumes general supervision over placing
orders on behalf of the Fund for the purchase or sale of
investment securities.  Allocation of brokerage transactions,
including their frequency, is made in Dreyfus' best judgment and
in a manner deemed fair and reasonable to shareholders.  The
primary consideration is prompt execution of orders at the most
favorable net price.  Subject to this consideration, the brokers
selected will include those that supplement the Advisers'
research facilities with statistical data, investment
information, economic facts and opinions.  Information so
received is in addition to and not in lieu of services required
to be performed by the Advisers and the Advisers' fees are not
reduced as a consequence of the receipt of such supplemental
information.
    

   
          Such information may be useful to Dreyfus in serving
both the Fund and other funds which it advises and to M&G in
serving both the Fund and the other funds or accounts it
advises, and, conversely, supplemental information obtained by
the placement of business of other clients may be useful to the
Advisers in carrying out their obligations to the Fund.  Brokers
also will be selected because of their ability to handle special
executions such as are involved in large block trades or broad
distributions, provided the primary consideration is met.  Large
block trades may, in certain cases, result from two or more
funds advised or administered by Dreyfus being engaged
simultaneously in the purchase or sale of the same security.
Certain of the Fund's transactions in securities of foreign
issuers may not benefit from the negotiated commission rates
available to the Fund for transactions in securities of domestic
issuers.  When transactions are executed in the over-the-counter
market, the Fund will deal with the primary market makers unless
a more favorable price or execution otherwise is obtainable. 
Foreign exchange transactions are made with banks or institu-
tions in the interbank market at prices reflecting a mark-up or
mark-down and/or commission.
    

   
          Portfolio turnover may vary from year to year, as well
as within a year.  High turnover rates are likely to result in
comparatively greater brokerage expenses.  The overall
reasonableness of brokerage commissions paid is evaluated by the
Advisers based upon their knowledge of available information as
to the general level of commissions paid by other institutional
investors for comparable services.
    

                     PERFORMANCE INFORMATION

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "PERFORMANCE INFORMATION."

   
          Current yield is computed pursuant to a formula which
operates as follows:  The amount of the Fund's expenses accrued
for the 30-day period (net of reimbursements) is subtracted from
the amount of the dividends and interest earned (computed in
accordance with regulatory requirements) by the Fund during the
period.  That result is then divided by the product of: (a) the
average daily number of shares outstanding during the period
that were entitled to receive dividends, and (b) the net asset
value per share on the last day of the period less any
undistributed earned income per share reasonably expected to be
declared as a dividend shortly thereafter.  The quotient is then
added to 1, and that sum is raised to the 6th power, after which
1 is subtracted.  The current yield is then arrived at by
multiplying the result by 2.
    

          Average annual total return is calculated by
determining the ending redeemable value of an investment
purchased at net asset value per share with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the
amount of the initial investment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and
subtracting 1 from the result.  

          Total return is calculated by subtracting the amount
of the Fund's net asset value per share at the beginning of a
stated period from the net asset value per share at the end of
the period (after giving effect to the reinvestment of dividends
and distributions during the period) and dividing the result by
the net asset value per share at the beginning of the period.  

   
    

                   INFORMATION ABOUT THE FUND

          THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "GENERAL INFORMATION."

          Each Fund share has one vote and, when issued and paid
for in accordance with the terms of the offering, is fully paid
and non-assessable.  Fund shares are of one class and have equal
rights as to dividends and in liquidation.  Shares have no
preemptive, subscription or conversion rights and are freely
transferable.

          The Fund will send annual and semi-annual financial
statements to all its shareholders.

   CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
                    AND INDEPENDENT AUDITORS

          The Bank of New York, 110 Washington Street, New York,
New York 10286, is the Fund's custodian.  The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's transfer and dividend disbursing agent.  Neither The Bank
of New York nor The Shareholder Services Group, Inc. has any
part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.  

          Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of Common Stock
being sold pursuant to the Fund's Prospectus.  

          Ernst & Young, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.

<PAGE>

   
                 DREYFUS GLOBAL BOND FUND, INC.
               Statement of Assets and Liabilities
                          ______, 1994
    


ASSETS 

  Cash                                                  $

  Deferred organization and initial offering
    expenses                                          

    Total Assets                                      

LIABILITIES

    Accrued organization and initial offering
    expenses                                          

NET ASSETS applicable to __________ shares of common
    stock ($.001 par value) issued and out-
    standing (____________ shares authorized). . . . .
                                                         =======
NET ASSET VALUE, offering and redemption price per
    share ($__________ * ____________ shares). . . . .  $
                                                         =======

   
NOTE - Dreyfus Global Bond Fund, Inc. (the "Fund") was organized
as a Maryland corporation on September 8, 1993 and has had no
operations since that date other than matters relating to its
organization and registration as a non-diversified, open-end
investment company under the Investment Company Act of 1940 and
the Securities Act of 1933 and the sale and issuance of
__________ shares of common stock to The Dreyfus Corporation
("Initial Shares").  Organization expenses payable by the Fund
have been deferred and will be amortized from the date
operations commence over a period which it is expected that a
benefit will be realized, not to exceed five years.  If any of
the Initial Shares are redeemed during the amortization period
by any holder thereof, the redemption proceeds will be reduced
by any unamortized organization expenses in the same proportion
as the number of Initial Shares being redeemed bears to the
number of Initial Shares outstanding at the time of the
redemption. 
    

<PAGE>
                 REPORT OF INDEPENDENT AUDITORS

   
Shareholder and Board of Directors
Dreyfus Global Bond Fund, Inc.
    

   
We have audited the accompanying statement of assets and liabil-
ities of Dreyfus Global Bond Fund, Inc. as of _____, 1994.  This
statement of assets and liabilities is the responsibility of the
Fund's management.  Our responsibility is to express an opinion
on this statement of assets and liabilities based on our audit. 
    

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
this statement of assets and liabilities is free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement
of assets and liabilities.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall statement of
assets and liabilities presentation.  We believe that our audit
provides a reasonable basis for our opinion. 

   
In our opinion, the statement of assets and liabilities referred
to above presents fairly, in all material respects, the
financial position of Dreyfus Global Bond Fund, Inc. at ______,
1994, in conformity with generally accepted accounting
principles. 
    

   
New York, New York
________, 1994
                                                   ERNST & YOUNG
    
<PAGE>
                            APPENDIX


          Description of certain ratings assigned by Standard &
Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch") and Duff &
Phelps, Inc. ("Duff"):

S&P

Bond Ratings

                               AAA

          Bonds rated AAA have the highest rating assigned by
S&P.  Capacity to pay interest and repay principal is extremely
strong.

                               AA

          Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.

                                A

          Bonds rated A have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories.

                               BBB

          Bonds rated BBB are regarded as having an adequate
capacity pay interest and repay principal.  Whereas they
normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal
for bonds in this category than for bonds in higher rated
categories.

                        BB, B, CCC, CC, C

          Debt rated BB, B, CCC, CC and C is regarded as having
predominantly speculative characteristics with respect to
capacity to pay interest and repay principal.  BB indicates the
least degree of speculation and C the highest degree of
speculation.  While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

                               BB

          Debt rated BB has less near-term vulnerability to
default than other speculative grade debt.  However, it faces
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payment.

                                B

          Debt rated B has a greater vulnerability to default
but presently has the capacity to meet interest payments and
principal repayments.  Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal.

                               CCC

          Debt rated CCC has a current identifiable
vulnerability to default, and is dependent upon favorable
business, financial and economic conditions to meet timely
payments of principal.  In the event of adverse business,
financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.

                               CC

          The rating CC is typically applied to debt
subordinated to senior debt which is assigned an actual or
implied CCC rating.

                                C

          The rating C is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC- debt
rating.

                                D

          Bonds rated D are in default, and payment of interest
and/or repayment of principal is in arrears.

          Plus (+) or minus (-):  The ratings from AA to CCC may
be modified by the addition of a plus or minus sign to show
relative standing within the major ratings categories.

Commercial Paper Rating 

          The designation A-1 by S&P indicates that the degree
of safety regarding timely payment is either overwhelming or
very strong.  Those issues determined to possess overwhelming
safety characteristics are denoted with a plus sign (+)
designation.  

Moody's

Bond Ratings 

                               Aaa

          Bonds which are rated Aaa are judged to be of the best
quality.  They carry the smallest degree of investment risk and
are generally referred to as "gilt edge."  Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure.  While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

                               Aa

          Bonds which are rated Aa are judged to be of high
quality by all standards.  Together with the Aaa group they
comprise what generally are known as high grade bonds.  They are
rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

                                A

          Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper medium
grade obligations.  Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.

                               Baa

          Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured.  Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time.  Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.

                               Ba

          Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well
assured.  Often the protection of interest and principal
payments may be very moderate, and therefore not well
safeguarded during both good and bad times over the future. 
Uncertainty of position characterizes bonds in this class.

                                B

          Bonds which are rated B generally lack characteristics
of the desirable investment.  Assurance of interest and
principal payments or of maintenance of other terms of the
contract over any long period of time may be small.

                               Caa

          Bonds which are rated Caa are of poor standing.  Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.

                               Caa

          Bonds which are rated Caa are of poor standing.  Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.

                               Ca

          Bonds which are rated Ca present obligations which are
speculative in a high degree.  Such issues are often in default
or have other marked shortcomings.

                                C

          Bonds which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

          Moody's applies the numerical modifiers 1, 2 and 3 to
show relative standing within the major rating categories,
except in the Aaa category and in categories below B.  The
modifier 1 indicates a ranking for the security in the higher
end of a rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category. 

Commercial Paper Rating 

          The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody's.  Issuers of P-1 paper must
have a superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.


          Issuers (or related supporting institutions) rated
Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations.  This will normally be evidenced by many
of the characteristics cited above but to a lesser degree. 
Earnings trends and coverage ratios, while sound, will be more
subject to variation.  Capitalization characteristics, while
still appropriate, may be more affected by external conditions. 
Ample alternate liquidity is maintained.

Fitch

Bond Ratings

          The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt
issue or class of debt.  The ratings take into consideration
special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect
the issuer's future financial strength and credit quality.

                               AAA

          Bonds rated AAA are considered to be investment grade
and of the highest credit quality.  The obligor has an
exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably
foreseeable events.

                               AA

          Bonds rated AA are considered to be investment grade
and of very high credit quality.  The obligor's ability to pay
interest and repay principal is very strong, although not quite
as strong as bonds rated AAA.  Because bonds rated in the AAA
and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F-1+.

                                A

          Bonds rated A are considered to be investment grade
and of high credit quality.  The obligor's ability to pay
interest and repay principal is considered to be strong, but may
be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

                               BBB

          Bonds rated BBB are considered to be investment grade
and of satisfactory credit quality.  The obligor's ability to
pay interest and repay principal is considered to be adequate. 
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment.  The likelihood
that the ratings of these bonds will fall below investment grade
is higher than for bonds with higher ratings.

                               BB

          Bonds rated BB are considered speculative.  The
obligor's ability to pay interest and repay principal may be
affected over time by adverse economic changes.  However,
business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service
requirements.

                                B

          Bonds rated B are considered highly speculative. 
While bonds in this class are currently meeting debt service
requirements, the probability of continued timely payment of
principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic
activity throughout the life of the issue.

                               CCC

          Bonds rated CCC have certain identifiable
characteristics, which, if not remedied, may lead to default. 
The ability to meet obligations requires an advantageous
business and economic environment.

                               CC

          Bonds rated CC are minimally protected.  Default
payment of interest and/or principal seems probable over time.

                                C

          Bonds rated C are in imminent default in payment of
interest or principal.

                          DDD, DD and D

          Bonds rated DDD, DD and D are in actual or imminent
default of interest and/or principal payments. Such bonds are
extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the
obligor.  DDD represents the highest potential for recovery on
these bonds and D represents the lowest potential for recovery.

          Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category.  Plus and minus signs, however, are not used in
the AAA category covering 12-36 months or the DDD, DD or D
categories.

Short-Term Ratings

          Fitch's short-term ratings apply to debt obligations
that are payable on demand or have original maturities of up to
three years, including commercial paper, certificates of
deposit, medium-term notes, and municipal and investment notes.

          Although the credit analysis is similar to Fitch's
bond rating analysis, the short-term rating places greater
emphasis than bond ratings on the existence of liquidity
necessary to meet the issuer's obligations in a timely manner.

                              F-1+

          Exceptionally Strong Credit Quality.  Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.

                               F-1

          Very Strong Credit Quality.  Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.

                               F-2

          Good Credit Quality.  Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.

Duff

                               AAA

          Bonds rated AAA are considered highest credit quality. 
The risk factors are negligible, being only slightly more than
for risk-free U.S. Treasury debt.

                               AA

          Bonds rated AA are considered high credit quality. 
Protection factors are strong.  Risk is modest but may vary
slightly from time to time because of economic conditions.

                                A

          Bonds rated A have protection factors which are
average but adequate.  However, risk factors are more variable
and greater in periods of economic stress.

                               BBB

          Bonds rated BBB are considered to have below average
protection factors but still considered sufficient for prudent
investment.  Considerable variability in risk during economic
cycles.

                               BB

          Bonds rated BB are below investment grade but are
deemed by Duff as likely to meet obligations when due.  Present
or prospective financial protection factors fluctuate according
to industry conditions or company fortunes.  Overall quality may
move up or down frequently within the category.

                                B

          Bonds rated B are below investment grade and possess
the risk that obligations will not be met when due.  Financial
protection factors will fluctuate widely according to economic
cycles, industry conditions and/or company fortunes.  Potential
exists for frequent changes in quality rating within this
category or into a higher or lower quality rating grade.

                               CCC

          Bonds rated CCC are well below investment grade
securities.  Such bonds may be in default or have considerable
uncertainty as to timely payment of interest, preferred
dividends and/or principal.  Protection factors are narrow and
risk can be substantial with unfavorable economic or industry
conditions and/or with unfavorable company developments.

                               DD

          Defaulted debt obligations.  Issuer has failed to meet
scheduled principal and/or interest payments.

          Plus (+) and minus (-) signs are used with a rating
symbol (except AAA) to indicate the relative position of a
credit within the rating category.

Commercial Paper Rating

          The rating Duff-1 is the highest commercial paper
rating assigned by Duff.  Paper rated Duff-1 is regarded as
having very high certainty of timely payment with excellent
liquidity factors which are supported by ample asset protection. 
Risk factors are minor.
<PAGE>
   
                       DREYFUS GLOBAL BOND FUND, INC.
    

                          PART C. OTHER INFORMATION

Item 24.       Financial Statements and Exhibits

               (a)  Financial Statements included in the
Statement of
                    Additional Information:

                    (1)  Statement of Assets and Liabilities as  

                      of                      , 1994*

                    (2)  Report of Ernst & Young, Independent    

                    Auditors, dated              , 1994*

               (b)  Exhibits:

                    (1) (a) Articles of Incorporation*
   
                    (1) (b) Articles of Amendment*
    
                    (2)    By-Laws*

                    (5)    Management Agreement*

                    (6)    Distribution Agreement*

                    (8)    Custody Agreement*

                    (10)   Opinion (including consent) of
                           Stroock & Stroock & Lavan*

                    (11)   Consent of Independent Auditors*


               Other Exhibit:  Secretary's Certificate*






______________________

*To be filed by Amendment.


<PAGE>

Item 25.  Persons Controlled by or Under Common Control with     

    Registrant

          Not applicable.


Item 26.  Number of Holders of Securities

               (1)                              (2)

                                         Number of Record
          Title of Class                      Holders    

          Common Stock, par value
          $.001 per share                        1


Item 27.  Indemnification

          Reference is made to Article SEVENTH of the
Registrant's Articles of Incorporation filed as Exhibit 1 to the
Registration Statement and to Section 2-418 of the Maryland
General Corporation Law.  The application of these provisions is
limited by Article VIII of the Registrant's By-Laws filed as
Exhibit 2 to the Registration Statement and by the following
undertaking set forth in the rules promulgated by the
Securities and Exchange Commission:

          Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in
          the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as
          expressed in such Act and is, therefore, unenforce-
          able.  In the event that a claim for indemnification
          against such liabilities (other than the payment by
          the registrant of expenses incurred or paid by a
          director, officer or controlling person of the
          registrant in the successful defense of any action,
          suit or proceeding) is asserted by such director,
          officer or controlling person in connection with the
          securities being registered, the registrant will,
          unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a
          court of appropriate jurisdiction the question
          whether such indemnification by it is against public
          policy as expressed in such Act and will be governed
          by the final adjudication of such issue.

          Reference also is made to the Distribution Agreement
filed as Exhibit 6(a) hereto.

Item 28.       Business and Other Connections of Investment      

        Adviser.

    (a)        Investment Adviser - The Dreyfus Corporation

    The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts.  Dreyfus also serves as sub-
investment adviser to and/or administrator of other investment
companies.  Dreyfus Service Corporation, a wholly-owned
subsidiary of Dreyfus, serves primarily as distributor of shares
of investment companies sponsored by Dreyfus and of investment
companies for which Dreyfus acts as sub-
investment adviser and administrator.  Dreyfus Management, Inc.,
another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.

Officers and Directors of Dreyfus

<TABLE>

Name and Position with
Dreyfus                
<CAPTION>
                            Other Businesses                                
                       
<S>                      <C>
DELL L. BERMAN           Real estate consultant and private investor
Director                      29100 Northwestern Highway - Suite 370
                              Southfield, Michigan 48034;
                            Director of Independence One Investment
                            Services, Inc.
                              Division of Michigan National Corp.
                              27777 Inkster Road
                              Farmington Hills, Michigan 48018;
                            Past Chairman of the Board of Trustees of
                            Skillman Foundation

ALVIN E. FRIEDMAN           Senior Adviser to Dillon, Read & Co. Inc.
Director                      535 Madison Avenue
                              New York, New York 10022;
                            Director and member of the Executive
                            Committee of Avnet, Inc.
                              767 Fifth Avenue
                              New York, New York 10153

ABIGAIL Q. McCARTHY         Author, lecturer, columnist and educational
Director                    consultant
                              2126 Connecticut Avenue
                              Washington, D.C. 20008

DAVID B. TRUMAN             Educational consultant;
Director                    Past President of the Russell Sage
                            Foundation
                              230 Park Avenue
                              New York, New York 10017;
                            Past President of Mount Holyoke College
                              South Hadley, Massachusetts 01075;
                            Former Director: 
                              Student Loan Marketing Association
                              1055 Thomas Jefferson Street, N.W.
                              Washington, D.C. 20006;
                            Former Trustee:
                              College Retirement Equities Fund
                              730 Third Avenue
                              New York, New York 10017 

HOWARD STEIN                Chairman of the Board, President
Chairman of the Board       and Investment Officer: 
and Chief Executive           The Dreyfus Leverage Fund, Inc.++;
Officer                     Chairman of the Board and Investment
                            Officer: 
                              The Dreyfus Convertible Securities Fund,
                              Inc.++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus New Leaders Fund, Inc.++;
                              The Dreyfus Third Century Fund, Inc.++;
                            Chairman of the Board: 
                              Dreyfus Acquisition Corporation*;
                              Dreyfus America Fund++++;
                              The Dreyfus Consumer Credit Corporation*;
                              Dreyfus Land Development Corporation*;
                              Dreyfus-Lincoln, Inc.*;
                              Dreyfus Management, Inc.*;
                              Dreyfus Service Corporation*;
                              The Dreyfus Trust Company (N.J.)++;
                            Chairman of the Board and Chief Executive
                            Officer:
                              Major Trading Corporation*;
                     President, Managing General Partner and
                            Investment Officer:
                              Dreyfus Strategic Growth, L.P.++;
                            Managing General Partner:
                              Dreyfus Investors GNMA Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Intermediate Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Money Market Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term
                              Fund, L.P.++;
                              Dreyfus Strategic World Investing,
                              L.P.++;
                              Dreyfus Strategic World Revenues, L.P.++;
                            Director, President and Investment Officer:  
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Growth Opportunity Fund, Inc.++;
                              General Aggressive Growth Fund, Inc.++;
                            Director and President: 
                              Dreyfus Life Insurance Company*;
                            Director and Investment Officer:
                              Dreyfus Growth and Income Fund, Inc.++;
                            President:
                              Dreyfus Consumer Life Insurance Company*;
                            Director:
                              Avnet, Inc.**; 
                              Comstock Partners Strategy Fund, Inc.***;
                              Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus BASIC Money Market Fund, Inc.++;
                              The Dreyfus Fund International Limited++++++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Insured Municipal Bond
                              Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Money Market Instruments,
                              Inc.++;
                              Dreyfus Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus New Jersey Municipal Bond
                              Fund, Inc.++;
                              Dreyfus Partnership Management, Inc.*;
                              Dreyfus Personal Management, Inc.**;
                              Dreyfus Precious Metals, Inc.*;
                              Dreyfus Realty Advisors, Inc.+++;
                              Dreyfus Service Organization, Inc.*;
                              Dreyfus Strategic Governments
                              Income, Inc.++;
                              Dreyfus Tax Exempt Bond Fund, Inc.++;
                              The Dreyfus Trust Company++;
                              General Government Securities Money
                              Market Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Money Market
                              Fund, Inc.++;
                              FN Network Tax Free Money Market
                              Fund, Inc.++;
                              Seven Six Seven Agency, Inc.*;
                              World Balanced Fund++++;
                            Trustee and Investment Officer:
                              Dreyfus Short-Intermediate Government
                              Fund++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Variable Investment Fund++;
                            Trustee:
                              Corporate Property Investors
                              New York, New York;
                              Dreyfus BASIC U.S. Government Money Market
                              Fund++;
                              Dreyfus California Tax Exempt Money
                              Market Fund++;
                              Dreyfus Institutional Money Market
                              Fund++;
                              Dreyfus Strategic Income++

JULIAN M. SMERLING          Director and Executive Vice President:
Vice Chairman of the          Dreyfus Service Corporation*;
Board of Directors          Director and Vice President:
                              Dreyfus Consumer Life Insurance Company*;
                              Dreyfus Land Development Corporation*;
                              Dreyfus Life Insurance Company*;
                              Dreyfus Service Organization, Inc.*;
                            Vice Chairman and Director:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                            Director: 
                              The Dreyfus Consumer Credit Corporation*;
                              Dreyfus Partnership Management, Inc.*;
                              Seven Six Seven Agency, Inc.*

JOSEPH S. DiMARTINO         Director and Chairman of the Board:
President, Chief              The Dreyfus Trust Company++;
Operating Officer           Director, President and 
and Director                Investment Officer:
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Money Market Instruments, Inc.++;
                              Dreyfus Worldwide Dollar
                              Money Market Fund, Inc.++;
                              General Government Securities
                              Money Market Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                            Director and President:
                              Dreyfus Acquisition Corporation*;
                              The Dreyfus Consumer Credit Corporation*;
                              Dreyfus Edison Electric Index Fund, Inc.++;
                              Dreyfus Life and Annuity Index Fund, Inc.++;
                              Dreyfus-Lincoln, Inc.*;
                              Dreyfus Partnership Management, Inc.*;
                              The Dreyfus Trust Company (N.J.)++;
                              Dreyfus-Wilshire Target Funds, Inc.++;
                              First Prairie Tax Exempt Bond Fund, Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund, Inc.++;
                            Trustee, President and Investment Officer:
                              Dreyfus Cash Management++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Institutional Money Market Fund++;
                              Dreyfus Short-Intermediate Government Fund++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash
                              Management++;
                              Dreyfus Variable Investment Fund++;
                              Premier GNMA Fund++;
                            Trustee and President:
                              Dreyfus Index Fund++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Money Market Fund++;
                              First Prairie U.S. Government Income Fund++;
                              First Prairie U.S. Treasury Securities Cash
                              Management++;
                            Trustee and Investment Officer:
                              Dreyfus Short-Term Income Fund, Inc.++;
                            Director and Executive Vice President:
                              Dreyfus Service Corporation*;
                            Director, Vice President and Investment
                            Officer:
                              Dreyfus Balanced Fund, Inc.++;
                            Director and Vice President: 
                              Dreyfus Life Insurance Company*;
                              Dreyfus Service Organization, Inc.*;
                              General Municipal Bond Fund, Inc.++;
                              General Municipal Money Market Fund, Inc.++;
                            Director and Investment Officer:
                              Dreyfus A Bonds Plus, Inc.++;
                              The Dreyfus Convertible Securities
                              Fund, Inc.++;
                              General Aggressive Growth Fund, Inc.++;
                            Director and Corporate Member:
                              Muscular Dystrophy Association
                              810 Seventh Avenue
                              New York, New York 10019;
                            Director: 
                              Dreyfus Management, Inc.**;
                              Dreyfus Personal Management, Inc.**;
                              Noel Group, Inc.
                              667 Madison Avenue
                              New York, New York 10021;
                            Trustee:
                              Bucknell University
                              Lewisburg, Pennsylvania 17837;
                            President and Investment Officer:
                              Dreyfus BASIC Money Market Fund, Inc.++;
                              Dreyfus BASIC U.S. Government Money Market
                              Fund++;
                              Dreyfus Investors GNMA Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Intermediate
                              Term Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Money Market Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term Fund,
                              L.P.++;
                            Vice President:
                              Dreyfus Consumer Life Insurance Company*;
                            Investment Officer: 
                              The Dreyfus Fund Incorporated++;
                              McDonald Money Market Fund, Inc.++;
                              McDonald U.S. Government Money Market
                              Fund, Inc.++;
                            President, Chief Operating Officer and
                            Director:
                              Major Trading Corporation*

LAWRENCE M. GREENE          Chairman of the Board:
Legal Consultant              The Dreyfus Consumer Bank+;
and Director                Director and President:
                              Dreyfus Land Development Corporation*;
                            Director and Executive Vice President:
                              Dreyfus Service Corporation*;
                            Director and Vice President:
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Consumer Life Insurance Company*;
                              Dreyfus Life Insurance Company*;
                              Dreyfus Service Organization, Inc.*;
                            Director: 
                              Dreyfus America Fund++++;
                              Dreyfus California Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Connecticut Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Intermediate Municipal
                              Bond Fund, Inc.++;
                              Dreyfus Investors Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Management, Inc.**;
                              Dreyfus Michigan Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus New Jersey Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Tax Exempt
                              Bond Fund, Inc.++;
                              Dreyfus Ohio Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus Precious Metals, Inc.*;
                              Dreyfus Thrift & Commerce+++;
                              The Dreyfus Trust Company (N.J.)++;
                              Seven Six Seven Agency, Inc.*;
                            Vice President: 
                              The Dreyfus Convertible Securities Fund,
                              Inc.++;
                              Dreyfus Growth Opportunity Fund, Inc.++;
                              Dreyfus-Lincoln, Inc.*;
                            Trustee:
                              Dreyfus Massachusetts Municipal
                              Money Market Fund++;
                              Dreyfus Massachusetts Tax Exempt Bond Fund++;
                              Dreyfus New York Tax Exempt Intermediate
                              Bond Fund++;
                              Dreyfus New York Tax Exempt Money Market
                              Fund++;
                              Dreyfus Pennsylvania Municipal
                              Money Market Fund++;
                            Investment Officer: 
                              The Dreyfus Fund Incorporated++

ROBERT F. DUBUSS            Director and Treasurer: 
Vice President                Major Trading Corporation*;
                            Director and Vice President: 
                              The Dreyfus Consumer Credit Corporation*;
                              Dreyfus Life Insurance Company*;
                              The Truepenny Corporation*;
                            Vice President:
                              Dreyfus Consumer Life Insurance
                              Company*;
                            Treasurer: 
                              Dreyfus Management, Inc.**;
                              Dreyfus Personal Management, Inc.**;
                              Dreyfus Precious Metals, Inc.*;
                              Dreyfus Service Corporation*;
                            Assistant Treasurer: 
                              The Dreyfus Fund Incorporated++;
                            Controller: 
                              Dreyfus Land Development Corporation*;
                            Director:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                              Dreyfus Thrift & Commerce****

ALAN M. EISNER              Director and President:
Vice President and            The Truepenny Corporation*;
Chief Financial Officer     Director, Vice President and
                            Chief Financial Officer:
                              Dreyfus Life Insurance Company*;
                            Vice President and 
                            Chief Financial Officer:
                              Dreyfus Consumer Life Insurance
                              Company*;
                            Treasurer:
                              Dreyfus Realty Advisors, Inc.+++;
                            Treasurer, Financial Officer and Director:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                            Director:
                              Dreyfus Thrift & Commerce****;
                            Vice President and Director:
                              The Dreyfus Consumer Credit Corporation*

DAVID W. BURKE              Vice President and Director:
Vice President and            The Dreyfus Trust Company++;
Chief Administrative        Former President:
Officer                       CBS News, a division of CBS, Inc.
                              524 West 57th Street
                              New York, New York 10019

ELIE M. GENADRY             President:
Vice President-               Institutional Services Division of
Institutional Sales           Dreyfus Service Corporation*;
                            Executive Vice President:
                              Dreyfus Service Corporation*;
                            Senior Vice President:
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Edison Electric Index Fund, Inc.++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Index Fund++;
                              Dreyfus Life and Annuity Index Fund,
                              Inc.++;
                              Dreyfus Municipal Cash
                              Management Plus++;
                              Dreyfus New York Municipal Cash Management++;
                              Dreyfus Tax Exempt Cash Management++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash Management++;
                              Dreyfus-Wilshire Target Funds, Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund, Inc.++;
                            Vice President:
                              The Dreyfus Trust Company++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond Fund++;
                            Vice President-Sales:
                              The Dreyfus Trust Company (N.J.)++;
                            Treasurer:
                              Pacific American Fund+++++

DANIEL C. MACLEAN           Director, Vice President and Secretary:
Vice President and            Dreyfus Precious Metals, Inc.*;
General Counsel             Director and Vice President:
                              The Dreyfus Consumer Credit Corporation*;
                              Dreyfus Personal Management, Inc.**;
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                            Director and Secretary: 
                              Dreyfus Partnership Management, Inc.*;
                              Major Trading Corporation*;
                              McDonald Money Market Fund, Inc.++;
                              McDonald Tax Exempt Money Market Fund,
                              Inc.++;
                              McDonald U.S. Government Money Market Fund,
                              Inc.++;
                              The Truepenny Corporation+; 
                            Director: 
                              Dreyfus America Fund++++;
                              Dreyfus Consumer Life Insurance
                              Company*;
                              Dreyfus Life Insurance Company*;
                              The Dreyfus Trust Company++;
                            President and Secretary:
                              Dreyfus Strategic World Revenues, L.P.++;
                            Vice President: 
                              Dreyfus California Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt Money
                              Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Connecticut Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus Edison Electric Index Fund, Inc.++;
                              Dreyfus Florida Intermediate Municipal Bond
                              Fund++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Growth and Income Fund, Inc.++;
                              Dreyfus Growth Opportunity Fund, Inc.++;
                              Dreyfus Index Fund++;
                              Dreyfus Insured Municipal Bond Fund, Inc.++;
                              Dreyfus Intermediate Municipal
                              Bond Fund, Inc.++;
                              Dreyfus Investors GNMA Fund, L.P.++;
                              Dreyfus Investors Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Life and Annuity Index Fund,
                              Inc.++;
                              Dreyfus Massachusetts Municipal
                              Money Market Fund++;
                              Dreyfus Massachusetts Tax Exempt Bond Fund++;
                              Dreyfus Michigan Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus Municipal Cash
                              Management Plus++;
                              Dreyfus New Jersey Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt Bond
                              Fund++;
                              Dreyfus New York Municipal Cash Management++;
                              Dreyfus New York Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt Intermediate Bond
                              Fund++;
                              Dreyfus New York Tax Exempt Money Market
                              Fund++;
                              Dreyfus Ohio Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus Pennsylvania Municipal Money Market
                              Fund++;
                              Dreyfus Short-Intermediate Government Fund++;
                              Dreyfus Short-Intermediate Tax Exempt Bond
                              Fund++;
                              Dreyfus Tax Exempt Cash Management++;
                              The Dreyfus Third Century Fund, Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash Management++;
                              Dreyfus-Wilshire Target Funds, Inc.++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund, Inc.++;
                              First Prairie Tax Exempt Money Market Fund++;
                              First Prairie U.S. Government Income Fund++;
                              First Prairie U.S. Treasury Securities Cash
                              Management++;
                              FN Network Tax Free Money Market Fund,
                              Inc.++;
                              General Aggressive Growth Fund, Inc.++;
                              General California Municipal Money Market
                              Fund++;
                              General Government Securities
                              Money Market Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund, Inc.++;
                              General Municipal Money Market Fund, Inc.++;
                              General New York Municipal Bond Fund, Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund, Inc.++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond Fund++;
                              Premier State Municipal Bond Fund++;
                            Secretary: 
                              Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund, Inc.++;
                              Dreyfus BASIC U.S. Government Money Market
                              Fund++;
                              Dreyfus California Intermediate Municipal
                              Bond Fund++;
                              Dreyfus California Municipal Income, Inc.++;
                              Dreyfus Connecticut Intermediate Municipal
                              Bond Fund++;
                              The Dreyfus Convertible Securities Fund,
                              Inc.++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Institutional Money Market Fund++;
                              Dreyfus Land Development Corporation+;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Money Market Instruments,
                              Inc.++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market 
                              Fund, Inc.++;
                              Dreyfus New Jersey Intermediate Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Municipal
                              Bond Fund, Inc.++;
                              Dreyfus New York Municipal Income,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury Intermediate Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Money Market Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term Fund,
                              L.P.++;
                              Dreyfus Service Corporation*;
                              Dreyfus Service Organization, Inc.*;
                              Dreyfus Short-Term Income Fund, Inc.++;
                              Dreyfus Strategic Governments 
                              Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals, Inc.++;
                              Dreyfus Strategic World Investing, L.P.++;
                              Dreyfus Tax Exempt Bond Fund, Inc.++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus Worldwide Dollar
                              Money Market Fund, Inc.++;
                              General California Municipal Bond Fund,
                              Inc.++;
                              Seven Six Seven Agency, Inc.*;
                            Director and Assistant Secretary:
                              The Dreyfus Fund International Limited++++++

JEFFREY N. NACHMAN          Vice President-Financial: 
Vice President-Mutual         Dreyfus A Bonds Plus, Inc.++;
Fund Accounting               Dreyfus California Municipal Income, Inc.++;
                              Dreyfus California Tax Exempt Bond
                              Fund, Inc.++;
                              Dreyfus California Tax Exempt Money Market
                              Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Connecticut Municipal Money Market
                              Fund, Inc.++;
                              The Dreyfus Convertible Securities Fund,
                              Inc.++;
                              The Dreyfus Fund Incorporated++; 
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Growth Opportunity Fund, Inc.++;
                              Dreyfus Index Fund++;
                              Dreyfus Institutional Money Market Fund++;
                              Dreyfus Insured Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Intermediate Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund, L.P.++;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Municipal Money Market
                              Fund++;
                              Dreyfus Massachusetts Tax Exempt Bond Fund++;
                              Dreyfus Michigan Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus Money Market Instruments, Inc.++;
                              Dreyfus Municipal Cash Management Plus++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market Fund, Inc.++;
                              Dreyfus New Jersey Municipal Bond Fund,
                              Inc.++;
                              Dreyfus New Jersey Municipal Money
                              Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt Bond
                              Fund++;
                              Dreyfus New York Municipal Cash Management++;
                              Dreyfus New York Municipal Income,
                              Inc.++;
                              Dreyfus New York Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt Intermediate
                              Bond Fund++;
                              Dreyfus New York Tax Exempt Money Market
                              Fund++;
                              Dreyfus Ohio Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus 100% U.S. Treasury Intermediate Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Money Market Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term
                              Fund, L.P.++;
                              Dreyfus Pennsylvania Municipal Money Market
                              Fund++;
                              Dreyfus Short-Intermediate Government Fund++;
                              Dreyfus Short-Intermediate Tax Exempt Bond
                              Fund++;
                              Dreyfus Strategic Governments Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals, Inc.++;
                              Dreyfus Strategic World Investing,
                              L.P.++;
                              Dreyfus Strategic World Revenues, L.P.++;
                              Dreyfus Tax Exempt Bond Fund, Inc.++;
                              Dreyfus Tax Exempt Cash Management++;
                              The Dreyfus Third Century Fund, Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash Management++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus Worldwide Dollar Money Market Fund,
                              Inc.++;
                              First Prairie Diversified Asset Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund, Inc.++;
                              First Prairie Tax Exempt Money Market Fund++;
                              FN Network Tax Free Money Market Fund,
                              Inc.++;
                              General Aggressive Growth Fund, Inc.++;
                              General California Municipal Bond Fund,
                              Inc.++;
                              General California Municipal Money Market
                              Fund++;
                              General Government Securities Money Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund, Inc.++;
                              General Municipal Money Market
                              Fund, Inc.++;
                              General New York Municipal Bond Fund,
                              Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              McDonald Money Market Fund, Inc.++;
                              McDonald Tax Exempt Money Market Fund,
                              Inc.++;
                              McDonald U.S. Government Money Market
                              Fund, Inc.++;
                              Peoples Index Fund, Inc.++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond Fund++;
                              Premier State Municipal Bond Fund++; 
                            Vice President and Treasurer:
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund, Inc.++;
                              Dreyfus BASIC U.S. Government Money Market
                              Fund++;
                              Dreyfus California Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Connecticut Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Edison Electric Index Fund, Inc.++;
                              Dreyfus Florida Intermediate Municipal Bond
                              Fund++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Growth and Income Fund, Inc.++;
                              Dreyfus Investors Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Massachusetts Intermediate Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Short-Term Income Fund, Inc.++;
                              Dreyfus-Wilshire Target Funds, Inc.++;
                              First Prairie Cash Management++;
                              First Prairie U.S. Government Income Fund++;
                              First Prairie U.S. Treasury Securities Cash
                              Management++;
                              Peoples S&P MidCap Index Fund, Inc.++;
                            Assistant Treasurer:
                              Pacific American Fund+++++

PETER A. SANTORIELLO        Director, President and Investment Officer:
Vice President                Dreyfus Balanced Fund, Inc.++;
                            Director and President: 
                              Dreyfus Management, Inc.**

ROBERT H. SCHMIDT           Director and President:
Vice President                Dreyfus Service Corporation*;
                              Seven Six Seven Agency, Inc.*;
                            Formerly, Chairman and Chief Executive
                            Officer:
                              Levine, Huntley, Schmidt & Beaver
                              250 Park Avenue
                              New York, New York 10017

PHILIP L. TOIA              Chairman of the Board and Vice President:
Vice President and            Dreyfus Thrift and Commerce****;
Director of Fixed-            The Dreyfus Consumer Bank*;
Income Research             Senior Loan Officer and Director:
                              The Dreyfus Trust Company++;
                            Vice President:
                              The Dreyfus Consumer Credit Corporation*;
                            Formerly, Senior Vice President:
                              The Chase Manhattan Bank, N.A. and
                              The Chase Manhattan Capital Markets
                              Corporation
                              One Chase Manhattan Plaza
                              New York, New York 1008l

KATHERINE C. WICKHAM        Vice President:
Assistant Vice President-     Dreyfus Consumer Life Insurance Company++;
Human Resources             Formerly, Assistant Commissioner:
                              Department of Parks and Recreation of the
                              City of New York
                              830 Fifth Avenue
                              New York, New York 10022

JOHN J. PYBURN              Vice President and Treasurer: 
Assistant Vice President      McDonald Money Market Fund, Inc.++;
                              McDonald Tax Exempt Money Market Fund,
                              Inc.++;
                              McDonald U.S. Government Money Market
                              Fund, Inc.++;
                            Treasurer and Assistant Secretary:
                              The Dreyfus Fund International Limited++++++;
                            Treasurer: 
                              Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus California Municipal
                              Income, Inc.++;
                              Dreyfus California Tax Exempt
                              Bond Fund, Inc.++;
                              Dreyfus California Tax Exempt
                              Money Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Connecticut Municipal Money Market
                              Fund, Inc.++;
                              The Dreyfus Convertible Securities Fund,
                              Inc.++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Growth Opportunity Fund,
                              Inc.++;
                              Dreyfus Index Fund++;
                              Dreyfus Institutional Money Market Fund++;
                              Dreyfus Insured Municipal Bond Fund, Inc.++;
                              Dreyfus Intermediate Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund, L.P.++;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index Fund, Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Municipal Money Market
                              Fund++;
                              Dreyfus Massachusetts Tax Exempt Bond Fund++;
                              Dreyfus Michigan Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus Money Market Instruments, Inc.++;
                              Dreyfus Municipal Cash Management Plus++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market Fund, Inc.++;
                              Dreyfus New Jersey Municipal Bond Fund,
                              Inc.++;
                              Dreyfus New Jersey Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt Bond
                              Fund++;
                              Dreyfus New York Municipal Cash Management++;
                              Dreyfus New York Municipal Income, Inc.++;
                              Dreyfus New York Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt Intermediate Bond
                              Fund++;
                              Dreyfus New York Tax Exempt Money Market
                              Fund++;
                              Dreyfus Ohio Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury Intermediate
                              Term Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Money Market Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term Fund,
                              L.P.++;
                              Dreyfus Pennsylvania Municipal Money Market
                              Fund++;
                              Dreyfus Short-Intermediate Government Fund++;
                              Dreyfus Short-Intermediate Tax Exempt Bond
                              Fund++;
                              Dreyfus Strategic Governments Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals, Inc.++;
                              Dreyfus Strategic World Investing, L.P.++;
                              Dreyfus Strategic World Revenues, L.P.++;
                              Dreyfus Tax Exempt Bond Fund, Inc.++;
                              Dreyfus Tax Exempt Cash Management++;
                              The Dreyfus Third Century Fund, Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash Management++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus Worldwide Dollar Money Market Fund,
                              Inc.++;
                              First Prairie Diversified Asset Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund, Inc.++;
                              First Prairie Tax Exempt Money Market Fund++;
                              FN Network Tax Free Money Market Fund,
                              Inc.++;
                              General Aggressive Growth Fund, Inc.++;
                              General California Municipal Bond Fund,
                              Inc.++;
                              General California Municipal Money Market
                              Fund++;
                              General Government Securities Money Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund, Inc.++;
                              General Municipal Money Market Fund, Inc.++;
                              General New York Municipal Bond Fund, Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Peoples Index Fund, Inc.++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond Fund++;
                              Premier State Municipal Bond Fund++
                              
MAURICE BENDRIHEM           Formerly, Vice President-Financial
Controller                  Planning, Administration and Tax:
                              Showtime/The Movie Channel, Inc.
                              1633 Broadway
                              New York, New York 10019;
                            Treasurer:
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Consumer Life Insurance
                              Company*;
                              Dreyfus Land Development Corporation*;
                              Dreyfus Life Insurance Company*;
                              Dreyfus-Lincoln, Inc.*;
                              Dreyfus Partnership Management, Inc.*;
                              Dreyfus Service Organization, Inc.*;
                              Seven Six Seven Agency, Inc.*;
                              The Truepenny Corporation*;
                            Controller:
                              The Dreyfus Trust Company++;
                              The Dreyfus Trust Company (N.J.)++;
                              The Dreyfus Consumer Credit Corporation*;
                            Assistant Treasurer:
                              Dreyfus Precious Metals*

MARK N. JACOBS              Vice President:
Secretary and Deputy          Dreyfus A Bonds Plus, Inc.++;
General Counsel               Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund, Inc.++;
                              Dreyfus BASIC U.S. Government Money Market
                              Fund++;
                              Dreyfus California Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Connecticut Intermediate Municipal
                              Bond Fund++;
                              The Dreyfus Convertible
                              Securities Fund, Inc.++;
                              Dreyfus Edison Electric Index Fund, Inc.++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus Index Fund++;
                              Dreyfus Institutional Money Market
                              Fund++;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index Fund,
                              Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Massachusetts Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Money Market Instruments, Inc.++;
                              Dreyfus Municipal Money Market Fund, Inc.++;
                              Dreyfus New Jersey Intermediate Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Municipal Bond Fund,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury Intermediate Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Intermediate
                              Term Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Money
                              Market Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term
                              Fund, L.P.++;
                              Dreyfus Short-Term Income Fund, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond
                              Fund, Inc.++;
                              Dreyfus Strategic Municipals, Inc.++;
                              Dreyfus Strategic World Investing, L.P.++;
                              Dreyfus Strategic World Revenues, L.P.++;
                              Dreyfus Tax Exempt Bond Fund, Inc.++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus-Wilshire Target Funds, Inc.++;
                              Dreyfus Worldwide Dollar Money Market Fund,
                              Inc.++;
                              General California Municipal Bond Fund,
                              Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund, Inc.++;
                            Director:
                              World Balanced Fund++++;
                            Director and Secretary:
                              Dreyfus Life Insurance Company*;
                            Secretary:
                              Dreyfus California Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt
                              Money Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Connecticut Municipal Money Market
                              Fund, Inc.++;
                              The Dreyfus Consumer Credit Corporation*;
                              Dreyfus Consumer Life Insurance Company*;
                              Dreyfus Florida Intermediate Municipal Bond
                              Fund++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Growth and Income Fund, Inc.++;
                              Dreyfus Growth Opportunity Fund, Inc.++;
                              Dreyfus Insured Municipal Bond Fund, Inc.++;
                              Dreyfus Intermediate Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund, L.P.++;
                              Dreyfus Investors Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Management, Inc.**;
                              Dreyfus Massachusetts Municipal
                              Money Market Fund++;
                              Dreyfus Massachusetts Tax Exempt
                              Bond Fund++;
                              Dreyfus Michigan Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus Municipal Cash Management
                              Plus++;
                              Dreyfus New Jersey Municipal
                              Money Market Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt
                              Bond Fund++;
                              Dreyfus New York Municipal Cash Management++;
                              Dreyfus New York Tax Exempt
                              Bond Fund, Inc.++;
                              Dreyfus New York Tax Exempt
                              Intermediate Bond Fund++;
                              Dreyfus New York Tax Exempt
                              Money Market Fund++;
                              Dreyfus Ohio Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Pennsylvania Municipal Money
                              Market Fund++;
                              Dreyfus Personal Management, Inc.**;
                              Dreyfus Short-Intermediate Government Fund++;
                              Dreyfus Short-Intermediate Tax Exempt Bond
                              Fund++;
                              Dreyfus Tax Exempt Cash Management++;
                              The Dreyfus Third Century Fund, Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash Management++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt Bond Fund, Inc.++;
                              First Prairie Tax Exempt Money Market Fund++;
                              First Prairie U.S. Government Income Fund++;
                              First Prairie U.S. Treasury Securities Cash
                              Management++;
                              FN Network Tax Free Money Market Fund,
                              Inc.++;
                              General Aggressive Growth Fund, Inc.++;
                              General California Municipal Money Market
                              Fund++;
                              General Government Securities Money Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund, Inc.++;
                              General Municipal Money Market Fund, Inc.++;
                              General New York Municipal Bond Fund,
                              Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              Pacific American Fund+++++;
                              Premier California Municipal Bond
                              Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal Bond Fund++;
                              Premier State Municipal Bond Fund++;
                            Assistant Secretary: 
                              Dreyfus Service Organization, Inc.*;
                              Major Trading Corporation*;
                              The Truepenny Corporation*

CHRISTINE PAVALOS           Assistant Secretary: 
Assistant Secretary           Dreyfus A Bonds Plus, Inc.++;
                              Dreyfus Acquisition Corporation*;
                              Dreyfus Balanced Fund, Inc.++;
                              Dreyfus BASIC Money Market Fund, Inc.++;
                              Dreyfus BASIC U.S. Government Money Market
                              Fund++;
                              Dreyfus California Intermediate Municipal
                              Bond Fund++;
                              Dreyfus California Municipal Income, Inc.++;
                              Dreyfus California Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus California Tax Exempt
                              Money Market Fund++;
                              Dreyfus Capital Value Fund, Inc.++;
                              Dreyfus Cash Management++;
                              Dreyfus Cash Management Plus, Inc.++;
                              Dreyfus Connecticut Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Connecticut Municipal Money
                              Market Fund, Inc.++;
                              The Dreyfus Convertible Securities
                              Fund, Inc.++;
                              Dreyfus Edison Electric Index Fund, Inc.++;
                              Dreyfus Florida Intermediate Municipal Bond
                              Fund++;
                              The Dreyfus Fund Incorporated++;
                              Dreyfus Global Investing, Inc.++;
                              Dreyfus GNMA Fund, Inc.++;
                              Dreyfus Government Cash Management++;
                              Dreyfus Growth and Income, Inc.++;
                              Dreyfus Growth Opportunity Fund, Inc.++;
                              Dreyfus Index Fund++;
                              Dreyfus Institutional Money Market Fund++;
                              Dreyfus Insured Municipal Bond Fund, Inc.++;
                              Dreyfus Intermediate Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Investors GNMA Fund, L.P.++;
                              Dreyfus Investors Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus Land Development Corporation*;
                              The Dreyfus Leverage Fund, Inc.++;
                              Dreyfus Life and Annuity Index Fund,
                              Inc.++;
                              Dreyfus Liquid Assets, Inc.++;
                              Dreyfus Management, Inc.**;
                              Dreyfus Massachusetts Intermediate Municipal
                              Bond Fund++;
                              Dreyfus Massachusetts Municipal Money Market
                              Fund++;
                              Dreyfus Massachusetts Tax Exempt Bond Fund++;
                              Dreyfus Michigan Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus Money Market Instruments, Inc.++;
                              Dreyfus Municipal Cash Management Plus++;
                              Dreyfus Municipal Income, Inc.++;
                              Dreyfus Municipal Money Market Fund, Inc.++;
                              Dreyfus New Jersey Intermediate Municipal
                              Bond Fund++;
                              Dreyfus New Jersey Municipal Bond Fund,
                              Inc.++;
                              Dreyfus New Jersey Municipal Money Market
                              Fund, Inc.++;
                              Dreyfus New Leaders Fund, Inc.++;
                              Dreyfus New York Insured Tax Exempt Bond
                              Fund++;
                              Dreyfus New York Municipal Cash Management++;
                              Dreyfus New York Municipal Income, Inc.++;
                              Dreyfus New York Tax Exempt Bond Fund,
                              Inc.++;
                              Dreyfus New York Tax Exempt Intermediate Bond
                              Fund++;
                              Dreyfus New York Tax Exempt Money Market
                              Fund++;
                              Dreyfus Ohio Municipal Money Market Fund,
                              Inc.++;
                              Dreyfus 100% U.S. Treasury Intermediate Term
                              Fund, L.P.++;
                              Dreyfus 100% U.S. Treasury Long Term Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Money Market Fund,
                              L.P.++;
                              Dreyfus 100% U.S. Treasury Short Term Fund,
                              L.P.++;
                              Dreyfus Pennsylvania Municipal Money
                              Market Fund++;
                              Dreyfus Service Corporation*;
                              Dreyfus Short-Intermediate Government Fund++;
                              Dreyfus Short-Intermediate Tax Exempt Bond
                              Fund++;
                              Dreyfus Short-Term Income Fund, Inc.++;
                              Dreyfus Strategic Governments Income, Inc.++;
                              Dreyfus Strategic Growth, L.P.++;
                              Dreyfus Strategic Income++;
                              Dreyfus Strategic Investing++;
                              Dreyfus Strategic Municipal Bond Fund,
                              Inc.++;
                              Dreyfus Strategic Municipals, Inc.++;
                              Dreyfus Strategic World Investing, L.P.++;
                              Dreyfus Strategic World Revenues, L.P.++;
                              Dreyfus Tax Exempt Bond Fund, Inc.++;
                              Dreyfus Tax Exempt Cash Management++;
                              The Dreyfus Third Century Fund, Inc.++;
                              Dreyfus Treasury Cash Management++;
                              Dreyfus Treasury Prime Cash Management++;
                              Dreyfus Variable Investment Fund++;
                              Dreyfus-Wilshire Target Funds, Inc.++;
                              Dreyfus Worldwide Dollar Money Market Fund,
                              Inc.++;
                              First Prairie Cash Management++;
                              First Prairie Diversified Asset
                              Fund++;
                              First Prairie Money Market Fund++;
                              First Prairie Tax Exempt
                              Bond Fund, Inc.++;
                              First Prairie Tax Exempt Money Market Fund++;
                              First Prairie U.S. Government Income Fund++;
                              First Prairie U.S. Treasury Securities Cash
                              Management++;
                              FN Network Tax Free Money Market Fund,
                              Inc.++;
                              General Aggressive Growth Fund,
                              Inc.++;
                              General California Municipal Bond Fund,
                              Inc.++;
                              General California Municipal Money Market
                              Fund++;
                              General Government Securities Money Market
                              Fund, Inc.++;
                              General Money Market Fund, Inc.++;
                              General Municipal Bond Fund, Inc.++;
                              General Municipal Money Market Fund, Inc.++;
                              General New York Municipal Bond Fund,
                              Inc.++;
                              General New York Municipal Money
                              Market Fund++;
                              McDonald Money Market Fund, Inc.++;
                              McDonald Tax Exempt Money Market Fund,
                              Inc.++;
                              McDonald U.S. Government Money Market
                              Fund, Inc.++;
                              Peoples Index Fund, Inc.++;
                              Peoples S&P MidCap Index Fund, Inc.++;
                              Premier California Municipal
                              Bond Fund++;
                              Premier GNMA Fund++;
                              Premier Municipal Bond Fund++;
                              Premier New York Municipal
                              Bond Fund++;
                              Premier State Municipal Bond Fund++;
                              The Truepenny Corporation*
</TABLE>
                           
                    
*          The address of the business so indicated is 200 Park   
        Avenue, New York, New York 10166. 

**         The address of the business so indicated is 767 Fifth  
         Avenue, New York, New York 10153. 

***        The address of the business so indicated is 45         
  Broadway, New York, New York 10006.
 
****       The address of the business so indicated is Five Triad 
          Center, Salt Lake City, Utah 84180.

+          The address of the business so indicated is Atrium     
      Building, 80 Route 4 East, Paramus, New Jersey 07652.

++         The address of the business so indicated is 144 Glenn  
         Curtiss Boulevard, Uniondale, New York 11556-0144.

+++        The address of the business so indicated is One        
   Rockefeller Plaza, New York, New York 10020.

++++       The address of the business so indicated is 2          
 Boulevard Royal, Luxembourg.

+++++      The address of the business so indicated is 800 West   
           Sixth Street, Suite 1000, Los Angeles, California      
     90017.

++++++     The address of the business so indicated is Nassau,    
       Bahama Islands.

<PAGE>

Item 28.  Business and Other Connections of Investment Adviser
(continued)

   
         (b)  Sub-Investment Adviser - M&G Investment Management  
            Limited
    
   
M&G Investment Management Limited ("M&G"), a corporation with
principal place of business at Three Quays Tower Hill, London
EC3R 6B2, England, is a registered investment adviser under the
Investment Advisers Act of 1940.  The business of M&G consists
primarily of providing investment counselling services to
institutional investors.
    

Officers and Directors of Sub-Investment Adviser
<TABLE>

<CAPTION>
   
                                  Principal Occupation or Other
                                  Employment of a Substantial
Name and Position with M&G        Nature                        
    

   
<S>                               <C>
LAURENCE EDWARD LINAKER           Investment Manager,
Chairman of the Board             M&G Investment Management Limited
of Directors
    

   
DAVID LESLIE MORGAN               Investment Manager,
Managing Director                 M&G Investment Management Limited
    

   
JOHN PETER ALLARD                 Investment Manager,
Director                          M&G Investment Management Limited
    
   
JOHN WILLIAM BOECKMANN            Investment Manager,
Director                          M&G Investment Management Limited
    
   
GORDON PETER CRAIG                Investment Manager,
Director                          M&G Investment Management Limited
    

   

ROBERT AIDEN ROCHE HAYES          Investment Manager,
Director                          M&G Investment Management Limited
    

   
RICHARD STORMONT HUGHES           Investment Manager,
Director                          M&G Investment Management Limited
    
   
DAVID JAMES HUTCHINS              Investment Manager,
Director                          M&G Investment Management Limited
    

   
JAMES ROBERT DOMINIC KORNER       Investment Manager,
Director                          M&G Investment Management Limited
    
   
EWEN ALAN MACPHERSON              Director of Notz Stucid & Cie, Geneva,
Director                          and non-executive director of a number 
                                  of other companies
    

   
PAUL RODNEY MARSH                 Professor of Management and
Director                          Finance at the London Business School
    
   
NIGEL DOUGLAS MORRISON            Investment Manager,
Director                          M&G Investment Management Limited
    
   
ROGER DANIEL NIGHTINGALE          Economist with RDN Associates
Director                          
    
   
PAUL DAVID ASHBURNER NIX          Investment Manager,
Director                          M&G Investment Management Limited
    
   
WILLIAM JOHN NOTT                 Investment Manager,
Director                          M&G Investment Management Limited
    
   
DANIEL O'SHEA                     Investment Manager,
Director                          M&G Investment Management Limited
    
   
DUNCAN NEIL ROBERTSON             Investment Manager,
Director                          M&G Investment Management Limited
    
   
JOHN CHRISTOPHER WHITAKER         Investment Manager,
Director                          M&G Investment Management Limited
    
   
ANTHONY JOHN ASHPLANT             Secretary,
Secretary                         M&G Investment Management Limited
    
</TABLE>

Item 29.  Principal Underwriters

          (a)  Other investment companies for which Registrant's
               principal underwriter (exclusive distributor) acts

              as principal underwriter or exclusive distributor: 


                1.  Comstock Partners Strategy Fund, Inc.
                2.  Dreyfus A Bonds Plus, Inc.
                3.  Dreyfus Balanced Fund, Inc.
                4.  Dreyfus BASIC Money Market Fund, Inc.
                5.  Dreyfus BASIC U.S. Government Money Market
Fund
                6.  Dreyfus California Intermediate Municipal
Bond Fund
                7.  Dreyfus California Tax Exempt Bond Fund, Inc.
                8.  Dreyfus California Tax Exempt Money Market
Fund
                9.  Dreyfus Capital Value Fund, Inc.
               10.  Dreyfus Cash Management
               11.  Dreyfus Cash Management Plus, Inc.
               12.  Dreyfus Connecticut Intermediate Municipal
Bond Fund
               13.  Dreyfus Connecticut Municipal Money Market
Fund, Inc.
               14.  The Dreyfus Convertible Securities Fund, Inc.
               15.  Dreyfus Edison Electric Index Fund, Inc.
               16.  Dreyfus Florida Intermediate Municipal Bond
Fund
               17.  The Dreyfus Fund Incorporated
               18.  Dreyfus Global Investing, Inc.
               19.  Dreyfus GNMA Fund, Inc.
               20.  Dreyfus Government Cash Management
               21.  Dreyfus Growth and Income Fund, Inc.
               22.  Dreyfus Growth Opportunity Fund, Inc. 
               23.  Dreyfus Institutional Money Market Fund
               24.  Dreyfus Insured Municipal Bond Fund, Inc.
               25.  Dreyfus Intermediate Municipal Bond Fund,
Inc.
               26.  Dreyfus Investors GNMA Fund, L.P.
               27.  Dreyfus Investors Municipal Money Market
Fund, Inc.
               28.  The Dreyfus Leverage Fund, Inc.
               29.  Dreyfus Life and Annuity Index Fund, Inc.
               30.  Dreyfus Liquid Assets, Inc.
               31.  Dreyfus Massachusetts Intermediate Municipal
Bond Fund
               32.  Dreyfus Massachusetts Municipal Money Market
Fund
               33.  Dreyfus Massachusetts Tax Exempt Bond Fund
               34.  Dreyfus Michigan Municipal Money Market Fund,
Inc.
               35.  Dreyfus Money Market Instruments, Inc.
               36.  Dreyfus Municipal Cash Management Plus
               37.  Dreyfus Municipal Money Market Fund, Inc.
               38.  Dreyfus New Jersey Intermediate Municipal
Bond Fund
               39.  Dreyfus New Jersey Municipal Bond Fund, Inc.
               40.  Dreyfus New Jersey Municipal Money Market
Fund,
                    Inc.
               41.  Dreyfus New Leaders Fund, Inc.
               42.  Dreyfus New York Insured Tax Exempt Bond Fund
               43.  Dreyfus New York Municipal Cash Management
               44.  Dreyfus New York Tax Exempt Bond Fund, Inc.
               45.  Dreyfus New York Tax Exempt Intermediate Bond
Fund
               46.  Dreyfus New York Tax Exempt Money Market Fund
               47.  Dreyfus Ohio Municipal Money Market Fund,
Inc.
               48.  Dreyfus 100% U.S. Treasury Intermediate Term
Fund, L.P.
               49.  Dreyfus 100% U.S. Treasury Long Term Fund,
L.P.
               50.  Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.
               51.  Dreyfus 100% U.S. Treasury Short Term Fund,
L.P.
               52.  Dreyfus Pennsylvania Municipal Money Market
Fund
               53.  Dreyfus Short-Intermediate Government Fund
               54.  Dreyfus Short-Intermediate Tax Exempt Bond
Fund
               55.  Dreyfus Short-Term Income Fund, Inc.
               56.  Dreyfus Strategic Growth, L.P.
               57.  Dreyfus Strategic Income
               58.  Dreyfus Strategic Investing
               59.  Dreyfus Strategic World Investing, L.P.
               60.  Dreyfus Strategic World Revenues, L.P.
               61.  Dreyfus Tax Exempt Bond Fund, Inc.
               62.  Dreyfus Tax Exempt Cash Management
               63.  The Dreyfus Third Century Fund, Inc.
               64.  Dreyfus Treasury Cash Management
               65.  Dreyfus Treasury Prime Cash Management
               66.  Dreyfus Variable Investment Fund
               67.  Dreyfus-Wilshire Target Funds, Inc.
               68.  Dreyfus Worldwide Dollar Money Market Fund,
                    Inc.
               69.  First Prairie Cash Management
               70.  First Prairie Diversified Asset Fund
               71.  First Prairie Money Market Fund
               72.  First Prairie Tax Exempt Bond Fund, Inc.
               73.  First Prairie Tax Exempt Money Market Fund 
               74.  First Prairie U.S. Government Income Fund
               75.  First Prairie U.S. Treasury Securities Cash
Management
               76.  FN Network Tax Free Money Market Fund, Inc.
               77.  General Aggressive Growth Fund, Inc.
               78.  General California Municipal Bond Fund, Inc.
               79.  General California Municipal Money Market
Fund
               80.  General Government Securities Money Market
                    Fund, Inc.
               81.  General Money Market Fund, Inc.
               82.  General Municipal Bond Fund, Inc.
               83.  General Municipal Money Market Fund, Inc. 
               84.  General New York Municipal Bond Fund, Inc.
               85.  General New York Municipal Money Market Fund
               86.  Pacific American Fund
               87.  Peoples Index Fund, Inc.
               88.  Peoples S&P MidCap Index Fund, Inc.
               89.  Premier California Municipal Bond Fund
               90.  Premier GNMA Fund
               91.  Premier Growth Fund, Inc. 
               92.  Premier Municipal Bond Fund
               93.  Premier New York Municipal Bond Fund
               94.  Premier State Municipal Bond Fund
(b)
<TABLE>

<CAPTION>
                              Positions and offices        Positions and
Name and principal            with Dreyfus                 offices with 
business address              Service Corporation          Registrant   

<S>                           <C>                          <C>
Howard Stein*                 Chairman of the Board        None

Robert H. Schmidt*            President and Director       None

Joseph S. DiMartino*          Executive Vice President     President and
                              and Director                 Investment
                                                           Officer

Lawrence M. Greene*           Executive Vice President     None
                              and Director                   

Julian M. Smerling*           Executive Vice President     None
                              and Director

Elie M. Genadry*              Executive Vice President     None

Donald A. Nanfeldt*           Executive Vice President     None

Kevin Flood*                  Senior Vice President        None

Irene Papadoulis**            Senior Vice President        None

Kirk Stumpp*                  Senior Vice President/       None
                              Director of Marketing

Diane M. Coffey*              Vice President               None

Roy Gross*                    Vice President-Customer      None
                              Satisfaction

Walter V. Harris*             Vice President               None

William Harvey*               Vice President               None

William V. Healey*            Vice President/              None
                              Legal Counsel

Adwick Pinnock**              Vice President               None

George Pirrone*               Vice President/Trading       None

Karen Rubin Waldmann*         Vice President               None

Peter D. Schwab*              Vice President/New Products  None

Michael Anderson*             Assistant Vice President     None

Sydney R. Gordon*             Assistant Vice President     None

Carolyn Sobering*             Assistant Vice President-    None
                              Trading

Daniel C. Maclean*            Secretary                    Vice President

Robert F. Dubuss*             Treasurer                    None

Maurice Bendrihem*            Controller                   None

Michael J. Dolitsky*          Assistant Controller         None

Susan Verbil Goldgraben*      Assistant Treasurer          None

Christine Pavalos*            Assistant Secretary          Assistant
                                                           Secretary
</TABLE>

Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
<TABLE>
<CAPTION>
                              Positions and offices
                              with Broker-Dealer           Positions and 
Name and principal            Division of Dreyfus          offices with
business address              Service Corporation          Registrant   

<S>                           <C>                          <C>                              
Elie M. Genadry*              President                    None

Craig E. Smith*               Executive Vice President     None

Peter S. Ferrentino           Regional Vice President      None
San Francisco, CA

W. Richard Francis            Regional Vice President      None
Palm Harbor, FL

Philip Jochem                 Regional Vice President      None
Warrington, PA

Fred Lanier                   Regional Vice President      None
Atlanta, GA

Robert F. Madaii              Regional Vice President      None
La Jolla, CA

Joseph Reaves                 Regional Vice President      None
New Orleans, LA

Christian Renninger           Regional Vice President      None
Germantown, MD

L. Allen Veach                Regional Vice President      None
Colchester, VT

Kurt Wiessner                 Regional Vice President      None
Minneapolis, MN

Brian Williams                Regional Vice President      None
Chicago, IL

Institutional Services Division of Dreyfus Service Corporation
==============================================================

                              Positions and offices
                              with Institutional Services  Positions and
Name and principal            Division of Dreyfus          offices with
business address              Service Corporation          Registrant    

Elie M. Genadry*              President                    None

Donald A. Nanfeldt*           Executive Vice President     None

Stacey Alexander*             Vice President               None

Eric Almquist*                Vice President               None

James E. Baskin+++++++        Vice President               None

Stephen Burke*                Vice President               None

Laurel A. Diedrick Burrows*** Vice President               None

Charles Cardona**             Vice President               None

Daniel L. Clawson++++         Vice President               None

William E. Findley****        Vice President               None

Mary Genet*****               Vice President               None

Melinda Miller Gordon*        Vice President               None

Christina Haydt++             Vice President-              None
                              Institutional Sales

Carol Anne Kelty*             Vice President-              None
                              Institutional Sales

Gertrude F. Laidig+++++       Vice President               None

Kathleen McIntyre Lewis++     Vice President               None

Susan M. O'Connor*            Vice President-              None
                              Institutional Seminars

Andrew Pearson+++             Vice President-              None
                              Institutional Sales

Jean Heitzman Penny*****      Vice President-              None
                              Institutional Sales

Dwight Pierce+                Vice President               None

Emil Samman*                  Vice President-              None
                              Institutional Marketing

Edward Sands*                 Vice President-              None
                              Institutional Operations

Sue Ann Seefeld++++           Vice President-              None
                              Institutional Sales

Judy Ulrich***                Vice President               None

Elizabeth Biordi Wieland*     Vice President-              None
                              Institutional Administration

Eileen Gilfedder**            Assistant Vice President     None

Roberta Hall*****             Assistant Vice President-    None
                              Institutional Servicing

Eva Machek*****               Assistant Vice President-    None
                              Institutional Sales

Debra Masterpalo*             Assistant Vice President     None

James Nieland*                Assistant Vice President     None

Lois Paterson*                Assistant Vice President-    None
                              Institutional Operations

William Schalda*              Assistant Vice President     None

Karen Markovic Shpall++++++   Assistant Vice President     None

Emilie Tongalson**            Assistant Vice President-    None
                              Institutional Servicing

Tonda Watson****              Assistant Vice President-    None
                              Institutional Sales
</TABLE>

Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
<TABLE>

<CAPTION>
                              Positions and offices 
                              with Group Retirement        Positions and 
Name and principal            Plans Division of            offices with
business address              Dreyfus Service Corporation  Registrant   
<S>                           <C>                          <C>
Elie M. Genadry*              President                    None

Robert W. Stone*              Executive Vice President     None

Paul Allen*                   Senior Vice President-       None
                              National Sales

Lynda Meyer*                  Senior Vice President        None

George Anastasakos*           Vice President               None

William Gallagher*            Vice President-Sales         None

Brent Glading*                Vice President-Sales         None

Gerald Goz*                   Vice President-Sales         None

Cherith Harrison*             Vice President-Sales         None


Leonard Larrabee*             Vice President and           None
                              Senior Counsel

Samuel Mancino**              Vice President-Installation  None

Joanna Morris*                Vice President-Sales         None

Scott Zeleznyk*               Vice President-Sales         None

Alana Zion*                   Vice President-Sales         None
</TABLE>

_______________
*        The address of the offices so indicated is 200 Park
         Avenue, New York, New York 10166.

**       The address of the offices so indicated is 144 Glenn
         Curtiss Boulevard, Uniondale, New York 11556-0144.

***      The address of the offices so indicated is 580          
California Street, San Francisco, California 94104.

****     The address of the offices so indicated is 3384         

Peachtree Road, Suite 100, Atlanta, Georgia 30326-1106.

*****    The address of the offices so indicated is 190 South    

     LaSalle Street, Suite 2850, Chicago, Illinois 60603.

+        The address of the offices so indicated is P.O. Box     

    1657, Duxbury, Massachusetts 02331.

++       The address of the offices so indicated is 800 West     

   Sixth Street, Suite 1000, Los Angeles, California 90017.

+++      The address of the offices so indicated is 11 Berwick   

      Lane, Edgewood, Rhode Island 02905.

++++     The address of the offices so indicated is 1700 Lincoln 

        Street, Suite 3940, Denver, Colorado 80203.

+++++    The address of the offices so indicated is 6767 Forest  

       Hill Avenue, Richmond, Virginia 23225.

++++++   The address of the offices so indicated is 2117 Diamond 

        Street, San Diego, California 92109.

+++++++  The address of the offices so indicated is P.O. Box 757,

         Holliston, Massachusetts 01746.
<PAGE>

Item 30. Location of Accounts and Records

         1.   The Shareholder Services Group, Inc.,
              a subsidiary of First Data Corporation 
              P.O. Box 9671 
              Providence, Rhode Island 02940-9671

         2.   The Bank of New York
              110 Washington Street
              New York, New York 10286

         3.   The Dreyfus Corporation
              200 Park Avenue
              New York, New York 10166

Item 31. Management Services

         Not Applicable

Item 32. Undertakings

         Registrant hereby undertakes

         (b)  (1)  to file a post-effective amendment, using
financial statements which need not be certified, within four to
six months from the effective date of Registrant's 1933 Act
Registration Statement.

              (2)  to call a meeting of shareholders for the
purpose of voting upon the question of removal of a director or
directors when requested in writing to do so by the holders of at
least 10% of the Registrant's outstanding shares of common stock
and in connection with such meeting to comply with the provisions
of Section 16(c) of the Investment Company Act of 1940 relating
to shareholder communications.

              (3)  To furnish each person to whom a prospectus is
delivered with a copy of its latest annual report to
shareholders, upon request and without charge.

<PAGE>
                                 SIGNATURES


         Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, and State of New York, on the 21st day of January,
1994.

                              DREYFUS GLOBAL BOND FUND, INC.
                                     (Registrant)



                              By: /s/ Mark N. Jacobs            
                                  Mark N. Jacobs, Principal
                                    Executive Officer


          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.  



/s/ Mark N. Jacobs      Principal Executive     January 21, 1994
Mark N. Jacobs          Officer and Director 

                                              


/s/ Jeffrey N. Nachman  Vice President          January 21, 1994
Jeffrey N. Nachman      and Treasurer
                        (Principal Financial   
                         and Accounting Officer)


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