DREYFUS GROWTH & VALUE FUNDS INC, 497, 1996-05-23

DREYFUS GROWTH & VALUE FUNDS INC
497, 1996-05-23

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PROSPECTUS MARCH 1, 1996
AS REVISED, MAY 23, 1996

DREYFUS SMALL COMPANY VALUE FUND
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DREYFUS SMALL COMPANY VALUE FUND (THE "FUND") IS A SEPARATE
DIVERSIFIED PORTFOLIO OF DREYFUS GROWTH AND VALUE FUNDS, INC., AN OPEN-END,
MANAGEMENT INVESTMENT COMPANY (THE "COMPANY"), KNOWN AS A MUTUAL FUND. THE
FUND'S INVESTMENT OBJECTIVE IS CAPITAL APPRECIATION. IT SEEKS TO ACHIEVE THIS
INVESTMENT OBJECTIVE BY INVESTING PRINCIPALLY IN A PORTFOLIO OF
PUBLICLY-TRADED EQUITY SECURITIES OF DOMESTIC AND FOREIGN ISSUERS WHICH WOULD
BE CHARACTERIZED AS "VALUE" COMPANIES ACCORDING TO CRITERIA ESTABLISHED BY THE
DREYFUS CORPORATION.
YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING DREYFUS
TELETRANSFER.

THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.

THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.

THE STATEMENT OF ADDITIONAL INFORMATION, DATED MARCH 1, 1996, AS
REVISED, MAY 23, 1996, 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 CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR
OPERATOR 144.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
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TABLE OF CONTENTS
PAGE
ANNUAL FUND OPERATING EXPENSES..................................... 3
CONDENSED FINANCIAL INFORMATION.................................... 4
DESCRIPTION OF THE FUND............................................ 5
MANAGEMENT OF THE FUND............................................. 6
HOW TO BUY SHARES.................................................. 8
SHAREHOLDER SERVICES............................................... 10
HOW TO REDEEM SHARES .............................................. 13
SHAREHOLDER SERVICES PLAN.......................................... 15
DIVIDENDS, DISTRIBUTIONS AND TAXES................................. 15
PERFORMANCE INFORMATION............................................ 16
GENERAL INFORMATION................................................ 17
APPENDIX........................................................... 18
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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.
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THIS PAGE INTENTIONALLY LEFT BLANK
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees (after expense reimbursement).......................... .00%
Other Expenses(after expense reimbursement)............................ 1.25%
Total Fund Operating Expenses (after expense reimbursement)............ 1.25%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 YEAR 3 YEARS 5 YEARS 10 YEARS
annual return and (2) redemption
at the end of each time period: $13 $40 $69 $151
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR 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%.
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The purpose of the foregoing table is to assist you in understanding
the costs and expenses borne by the Fund, the payment of which will reduce
investors' annual return. The information in the foregoing table has been
restated to reflect the Company's termination of its Rule 12b-1 Plan. The
expenses noted above, without reimbursement, would be: Management Fees --
.75%, Other Expenses _ 1.96% and Total Fund Operating Expenses -- 2.71%. The
information in the foregoing table does not reflect any other fee waivers or
expense reimbursement arrangements that may be in effect. 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. See "Management of the Fund," "How to Buy Shares" and "Shareholder
Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------
1994(1) 1995
------------ ------------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year........................... $12.50 $12.43
------ ------
INVESTMENT OPERATIONS:
Investment income-net.......................................... .30 .10
Net realized and unrealized gain (loss) on investments......... (.37) 2.33
------ ------
TOTAL FROM INVESTMENT OPERATIONS............................... (.07) 2.43
------ ------
DISTRIBUTIONS:
Dividends from investment income-net............................ _ (.33)
Dividends from net realized gain
on investments.................................................. _ (.53)
TOTAL DISTRIBUTIONS............................................. _ (.86)
------ -------
Net asset value, end of year.................................. $12.43 $14.00
======= =======
TOTAL INVESTMENT RETURN......................................... (.56%)(2) 21.30%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets.............. _ .84%
Ratio of interest expense and
dividends on securities sold short
to average net assets.......................................... .01%(2) .07%
Ratio of net investment income to average net assets........... 2.39%(2) .79%
Decrease reflected in above expense ratios due to undertakings by The Dreyfus Corporation 2.07%(2) 1.80%
Portfolio Turnover Rate..................................................... 219.63%(2) 161.01%
Net Assets, end of year (000's omitted)..................................... $5,166 $6,404
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to the
address or calling the number set forth on the cover page of this Prospectus.
Page 4
DEBT OUTSTANDING
YEAR ENDED OCTOBER 31,
----------------------------
1994(1) 1995
_________ _______

PER SHARE DATA:
Amount of debt outstanding at
end of year (in thousands)...................................... - -
Average amount of debt outstanding
throughout year (in thousands)(2)........................................... - $ 39
Average number of shares outstanding
throughout year (in thousands)(3)........................................... - 446
Average amount of debt per
share throughout year....................................................... - $.09
(1)From December 29, 1993 (commencement of operations) to October 31, 1994.
(2)Based upon daily outstanding borrowings.
(3)Based upon month-end balances.
</TABLE>
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is capital appreciation. It cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund's
outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved.

INVESTMENT APPROACH
To manage the Fund, The Dreyfus Corporation classifies issuers as
"growth" or "value" companies. In general, The Dreyfus Corporation believes
that companies with relatively low price to book ratios, low price to
earnings ratios or higher than average dividend payments in relation to price
should be classified as value companies. Alternatively, companies with above
average earnings or sales growth and retention of earnings and command higher
price to earnings ratios fit the more classic growth description.

MANAGEMENT POLICIES

The Fund anticipates that at least 65% of the value of its total
assets (except when maintaining a temporary defensive position) will be
invested in equity securities of domestic and foreign issuers which would be
characterized as "value" companies according to criteria established by The
Dreyfus Corporation. The Fund invests, under normal market conditions,
substantially all of its assets in equity securities of issuers with market
capitalizations of between $90 million and $900 million. Equity securities
consist of common stocks, convertible securities and preferred stocks.

While seeking desirable equity investments, the Fund may invest in
money market instruments consisting of U.S. Government securities,
certificates of deposit, time deposits, bankers' acceptances, short-term
investment grade corporate bonds and other short-term debt instruments, and
repurchase agreements, as set forth under "Appendix _ Certain Portfolio
Securities _ Money Market Instruments." Under normal market conditions, the
Fund does not expect to have a substantial portion of its assets invested in
money market instruments. However, when The Dreyfus Corporation determines
that adverse market conditions exist, the Fund may adopt a temporary
defensive posture and invest all of its assets in money market instruments.

The Fund's annual portfolio turnover rate may exceed 175%. Higher
portfolio turnover rates usually generate additional brokerage commissions
and expenses and the short-term gains realized from these transactions are
taxable to shareholders as ordinary income. In an effort to increase returns,
the Fund may engage in various investment techniques, such as leveraging,
lending portfolio securities, foreign currency transactions, options and
futures transactions and short-selling. See also "Investment Considerations
and Risks" and "Appendix -- Investment Techniques" below and "Investment
Objective and Management Policies _Management Policies" in the Statement of
Additional Information.
Page 5
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ The Fund's net asset value per share should be expected to
fluctuate. Investors should consider the Fund as a supplement to an overall
investment program and should invest only if they are willing to undertake
the risks involved. See "Investment Objective and Management
Policies_Management Policies" in the Statement of Additional Information for
a further discussion of certain risks.
EQUITY SECURITIES _ Equity securities fluctuate in value, often based on
factors unrelated to the value of the issuer of the securities, and such
fluctuations can be pronounced. Changes in the value of the Fund's
investments will result in changes in the value of its shares and thus the
Fund's total return to investors.
The securities of the smaller companies in which the Fund may invest
may be subject to more abrupt or erratic market movements than larger, more
established companies, because these securities typically are traded in lower
volume and the issuers typically are subject to a greater degree to changes
in earnings and prospects.
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.
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, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect the payment of principal and interest on the
foreign securities or restrict the payment of principal and interest to
investors located outside the country of the issuer, whether from currency
blockage or otherwise.
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.
USE OF DERIVATIVES _ The Fund may invest in derivatives ("Derivatives").
These are financial instruments which derive their performance, at least in
part, from the performance of an underlying asset, index or interest rate.
The Derivatives the Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's investment
objective, under certain market conditions, they can increase the volatility
of the Fund's net asset value, can decrease the liquidity of the Fund's
portfolio and make more difficult the accurate pricing of the Fund's
portfolio. See "Appendix_Investment Techniques _ Use of Derivatives" below
and "Investment Objective and Management Policies_Management
Policies_Derivatives" in the Statement of Additional Information.

SIMULTANEOUS INVESTMENTS -- Investment decisions for the Fund are made
independently from those of the other investment companies advised by The
Dreyfus Corporation. If, however, such other investment companies desire to
invest in, or dispose of, the same securities as the Fund, available
investments or opportunities for sales will be allocated equitably to each
investment company. 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 _ The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as the Fund's investment
adviser. The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank,
N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). As of April 30, 1996, The Dreyfus Corporation managed or
administered approximately $79 billion in assets for more than 1.7 million
investor accounts nationwide.

Page 6

The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Company, subject to the authority of the Company's Board in accordance with
Maryland law. The Fund's primary portfolio manager is David L. Diamond. He
has held that position since September 1995 and has been employed by The
Dreyfus Corporation since May 1996 pursuant to a dual employee agreement
between The Dreyfus Corporation and The Boston Company Asset Management, Inc.
("TBC Asset Management"), an indirect wholly-owned subsidiary of Mellon and,
thus, an affiliate of The Dreyfus Corporation. Mr. Diamond has been employed
by TBC Asset Management or its predecessor since 1991. Prior to joining TBC
Asset Management, Mr. Diamond was a research analyst and portfolio manager at
Delphi Management. The Fund's other portfolio managers are identified in the
Statement of Additional Information. The Dreyfus Corporation also provides
research services for the Fund as well as for other funds advised by The
Dreyfus Corporation through a professional staff of portfolio managers and
securities analysts.

Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$237 billion in assets as of March 31, 1996, including approximately $83
billion in proprietary mutual fund assets. As of March 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $886 billion in assets,
including approximately $61 billion in mutual fund assets.

Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .75 of 1% of
the value of the Fund's average daily net assets. The management fee is
higher than that paid by most other investment companies. For the fiscal year
ended October 31, 1995, no management fee was paid by the Fund pursuant to an
undertaking by The Dreyfus Corporation. From December 29, 1993 through May
23, 1996, The Dreyfus Corporation had engaged TBC Asset Management to serve
as the Fund's sub-investment adviser pursuant to a Sub-Investment Advisory
Agreement between The Dreyfus Corporation and TBC Asset Management. Under
such Sub-Investment Advisory Agreement, The Dreyfus Corporation agreed to pay
TBC Asset Management a monthly fee at the annual rate of .375 of 1% of the
value of the Fund's average daily net assets. For the fiscal year ended
October 31, 1995, no sub-investment advisory fee was paid by The Dreyfus
Corporation to TBC Asset Management pursuant to an undertaking by TBC Asset
Management.

From time to time, The Dreyfus Corporation may waive receipt of its
fees and/or voluntarily assume certain expenses of the Fund, which would have
the effect of lowering the expense ratio of the Fund and increasing yield to
investors. The Fund will not pay The Dreyfus Corporation at a later time for
any amounts it may waive, nor will the Fund reimburse The Dreyfus Corporation
for any amounts it may assume.

In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds managed, advised or administered by
The Dreyfus Corporation as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.

Page 7
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly- owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). Mellon Bank, N.A., One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258.

HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution (collectively, "Service Agents").
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.
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. However, the minimum initial investment for Dreyfus-sponsored Keogh
Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is $750,
with no minimum for subsequent purchases. Individuals who open an IRA also
may open a non-working spousal IRA with a minimum initial investment of $250.
Subsequent investments in a spousal IRA must be at least $250. The initial
investment must be accompanied by the Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the Company'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 The Dreyfus
Corporation 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. Fund
shares also are offered without regard to the minimum initial investment
requirements through Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to the
Dreyfus Step Program described under "Shareholder Services." These services
enable you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will
not protect an investor against loss in a declining market.
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" and should specify that you are
investing in the Fund. 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,
Page 8
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# 8900088168/Dreyfus Small
Company Value Fund, for purchase of Fund shares in your name. The wire must
include your Fund account number (for new accounts, your Taxpayer
Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, you should call 1-800-645-6561 after completing your
wire payment to obtain your Fund account number. You should include your Fund
account number on the 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
Fund account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis at the 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 Fund 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
Company's Board. For further information regarding the methods employed in
valuing the Fund's investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution
could be held liable for resulting fees and/or losses.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs or (ii) such plan's or program's aggregate investment in the Dreyfus
Family of Funds or certain other products made available by the Distributor
to such plans or programs exceeds $1,000,000 ("Eligible Benefit Plans").
Shares of funds
Page 9
in the Dreyfus Family of Funds then held by Eligible Benefit
Plans will be aggregated to determine the fee payable. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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 shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Account Application or have
filed a Shareholder 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 shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
FUND EXCHANGES
You may purchase, in exchange for shares of the Fund, shares of
certain other funds managed or administered by The Dreyfus Corporation, 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 service, you should consult your Service Agent or
call 1-800-645-6561 to determine if it is available and whether any
conditions are imposed on its use.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. 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 by calling
1-800-645-6561. 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. The ability to issue exchange instructions
by telephone is given to all Fund shareholders automatically, unless you
check the applicable "No" box on the Account Application, indicating that you
specifically refuse this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed by all
shareholders on the account, or by a separate signed Shareholder Services
Form, also available by calling 1-800-645-6561. If you have established the
Telephone Exchange Privilege, you may telephone exchange instructions by
calling 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. See "How to Redeem Shares_Procedures." 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: Telephone Exchange Privilege, Wire Redemption Privilege,
Telephone Redemption Privilege, Dreyfus TELETRANSFER Privilege and the
dividend/capital gain distribution option (except for Dreyfus Dividend Sweep)
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 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 rein-
Page 10
vestment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of the exchange you must notify
the Transfer Agent or your Service Agent must notify the Distributor. 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 availability of Fund Exchanges may be modified or terminated at any
time upon notice to shareholders. See "Dividends, Distributions and Taxes."
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 certain other funds in the Dreyfus Family of Funds of
which you are a shareholder. 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. 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. See
"Dividends, Distributions and Taxes."

DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark
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 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 by calling 1-800-645-6561. 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 this Privilege. The appropriate form may be obtained
by calling 1-800-645-6561. Death or legal incapacity will terminate your
par-
Page 11
ticipation in this Privilege. You may elect at any time to terminate your
participation by notifying in writing the appropriate Federal agency. The
Fund may terminate your participation upon 30 days' notice to you.
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 by calling 1-800-645-6561. 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 the
Distributor, The Dreyfus Corporation, 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.
DREYFUS STEP PROGRAM
Dreyfus Step Program enables a shareholder to purchase Fund shares
without regard to the Fund's minimum initial investment requirements through
Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government Direct Deposit Privilege
or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program account,
a shareholder must supply the necessary information on the Account
Application and file the required authorization form(s) with the Transfer
Agent. For more information concerning this Program, or to request the
necessary authorization form(s), please call toll free 1-800-782-6620. A
shareholder may terminate participation in this Program at any time by
discontinuing participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the
case may be, as provided under the terms of such Privilege(s). The Fund may
modify or terminate this Program at any time. Investors who wish to purchase
Fund shares through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep 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. Dreyfus Dividend ACH
permits you to transfer electronically dividends or dividends and capital
gain distributions, if any, from the Fund to a designated bank account. Only
an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may charge a fee
for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges 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 Dividend Options Form.
Enrollment in or cancellation of
Page 12
these privileges is effective three business days following receipt. These
privileges are available only for existing accounts and may not be used to
open new accounts. Minimum subsequent investments do not apply for Dreyfus
Dividend Sweep. The Fund may modify or terminate these privileges at any time
or charge a service fee. No such fee currently is contemplated. Shares held
under Keogh Plans, IRAs or other retirement plans are not eligible for
Dreyfus Dividend Sweep.
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 by calling 1-800-645-6561. 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. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM 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. Service Agents
may charge their clients 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.
Page 13
PROCEDURES
You may redeem shares by using the regular redemption procedure
through the Transfer Agent, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through the Wire
Redemption Privilege, the Telephone Redemption Privilege or the Dreyfus
TELETRANSFER Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities. The Fund reserves the right to refuse any request made
by wire or 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 any redemption Privilege at any time or
charge a service fee upon notice to shareholders. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for the
Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, 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 procedures 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
shares by written request mailed 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. 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
Page 14
correspondent bank if your bank is not a member. You also 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 not more than $250,000
wired within any 30-day period. You may telephone redemption requests by
calling 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. The Statement of Additional Information sets forth instructions
for transmitting redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE _ You may request by telephone that redemption
proceeds (maximum $150,000 per day) be paid by check and mailed to your
address. You may telephone redemption instructions by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
Dreyfus TELETRANSFER Privilege _ You may request by telephone that redemption
proceeds (minimum $500 per day) be transferred between your Fund account and
your bank account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be 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 not more than $250,000 within any 30-day period.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan, pursuant to which
it pays the Distributor 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. The Distributor may make
payments to Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended (the "Code"), the
Fund is treated as a separate corporation for purposes of qualification and
taxation as a regulated investment company. The Fund ordinarily pays
dividends from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make distributions on a
more frequent basis to comply with the distribution requirements of the Code,
in all events in a manner consistent with the provisions of the 1940 Act. 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 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 and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to U.S. shareholders
as ordinary income whether received in cash or reinvested in additional
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 Feder
al 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
Page 15
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 derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
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.
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.
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.
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.
Management of the Company believes that the Fund qualified for the
fiscal year ended October 31, 1995 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if 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. 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 may be calculated on the
basis of average annual total return and/or total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment 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.
Page 16
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., Standard & Poor's 500 Stock Index, Wilshire 5000
Index, the Dow Jones Industrial Average, Money Magazine, Morningstar, Inc.
and other industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on November 16, 1993,
and commenced operations on December 29, 1993. Before September 29, 1995, the
Company's name was Dreyfus Focus Funds, Inc. The Company is authorized to
issue one billion shares of Common Stock (with 100 million shares allocated
to the Fund), par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, 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 Board members or
the appointment of auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled to vote may
require the Company to hold a special meeting of shareholders for purposes of
removing a Board member from office or for any other purpose. Shareholders
may remove a Board member by the affirmative vote of a majority of the
Company's outstanding voting shares. In addition, the Board will call a
meeting of shareholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by shareholders.
The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholder of
one portfolio is not deemed to be a shareholder of any other portfolio. For
certain matters shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund are being
offered. Other portfolios are sold pursuant to other offering documents.
To date, the Board has authorized the creation of ten series of
shares. All consideration received by the Company for shares of one of the
series and all assets in which such consideration is invested will belong to
that series (subject only to the rights of creditors of the Company) and will
be subject to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from those of the
other series. The Company has the ability to create, from time to time, new
series without shareholder approval.
The Transfer Agent maintains a record of your ownership and sends 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 the U.S. and
Canada, call 516-794-5452.
Page 17
APPENDIX
INVESTMENT TECHNIQUES
FOREIGN CURRENCY TRANSACTIONS -- Foreign currency transactions may be entered
into for a variety of purposes, including: to fix in U.S. dollars, between
trade and settlement date, the value of a security the Fund has agreed to buy
or sell; or to hedge the U.S. dollar value of securities the Fund already
owns, particularly in which the foreign security is denominated; or to gain
exposure to the foreign currency in an attempt to realize gains.

Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, 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's success in these transactions will depend principally on
The Dreyfus Corporation's ability to predict accurately the future exchange
rates between foreign currencies and the U.S. dollar.

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.
SHORT-SELLING _ In these transactions, the Fund sells a security it does not
own in anticipation of a decline in the market value of the security. To
complete the transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is obligated to replace the security borrowed by
purchasing it subsequently 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, which would result in a loss or gain,
respectively.
Securities will not 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 national securities exchange
to the extent of more than 5% of the value of the Fund's net assets. The Fund
may not make a short sale which results in the Fund having sold short in the
aggregate more than 5% of the outstanding securities of any class of an
issuer.
The Fund also may make short sales "against the box," in which the
Fund enters into a short sale of a security it owns in order to hedge an
unrealized gain on the security. At no time will more than 15% of the value
of the Fund's net assets be in deposits on short sales against the box.
LEVERAGE _ Leveraging exaggerates 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 limited to 331/3% of the value of the Fund's
total assets. These borrowings will be subject to interest costs which 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 may enter into reverse repurchase agreements with banks,
brokers or dealers. This form of borrowing involves 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. Except for these transactions, the Fund's borrowings generally will
be unsecured.
USE OF DERIVATIVES _ The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and cer-
Page 18
tain related risks are described more specifically under "Investment
Objective and Management Policies -- Management Policies -- Derivatives" in
the Statement of Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives
could have a large potential impact on the Fund's performance.
If the Fund invests in Derivatives at inappropriate times or judges
market conditions incorrectly, such investments may lower the Fund's return
or result in a loss. The Fund also could experience losses if its Derivatives
were poorly correlated with its other investments, or if the Fund were unable
to liquidate its position because of an illiquid secondary market. The market
for many Derivatives is, or suddenly can become, illiquid. Changes in
liquidity may result in significant, rapid and unpredictable changes in the
prices for Derivatives.
Although the Fund will not be a commodity pool, Derivatives subject
the Fund to the rules of the Commodity Futures Trading Commission which limit
the extent to which the Fund can invest in certain Derivatives. The Fund may
invest in futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in such contracts
and options for other purposes if the sum of the amount of initial margin
deposits and premiums paid for unexpired options with respect to such
contracts, other than for bona fide hedging purposes, exceed 5% of the
liquidation value of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; 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%
limitation.
The Fund may invest up to 5% of its assets, represented by the
premium paid, in the purchase of call and put options. The Fund may write
(i.e., sell) 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.
When required by the Securities and Exchange Commission, the Fund will set
aside permissible liquid assets in a segregated account to cover its
obligations relating to its transactions in Derivatives. To maintain this
required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
Derivative position at a reasonable price.
LENDING PORTFOLIO SECURITIES _ The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities, which affords the Fund an
opportunity to earn interest on the amount of the loan and at the same time
to earn income on the loaned securities' collateral. Loans of portfolio
securities may not exceed 331/3% of the value of the Fund's total assets and
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. Such loans are terminable by the Fund 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 forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate that will be received on a forward
commitment or when-issued security are fixed when the Fund enters into the
commitment, but the Fund does not make a payment until it receives delivery
from the counterparty. The Fund will commit to purchase such securities only
with the intention of actually acquiring the securities, but the Fund
Page 19
may sell these securities before the settlement date if it is deemed
advisable. 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 commitments will
be established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES _ Convertible securities may be converted at either a
stated price or stated rate into underlying shares of common stock.
Convertible securities have characteristics similar to both fixed-income and
equity securities. Convertible securities generally are subordinated to other
similar but non-convertible securities of the same issuer, although
convertible bonds, as corporate debt obligations, enjoy seniority in right of
payment to all equity securities, and convertible preferred stock is senior
to common stock, of the same issuer. Because of the subordination feature,
however, convertible securities typically have lower ratings than similar
non-convertible securities.
DEPOSITARY RECEIPTS _ The Fund may invest in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and other forms of depositary receipts. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs, which are
sometimes referred to as Continental Depositary Receipts ("CDRs"), are
receipts issued in Europe typically by non-United States banks and trust
companies that evidence ownership of either foreign or domestic securities.
Generally, ADRs in registered form are designed for use in the United States
securities markets and EDRs and CDRs in bearer form are designed for use in
Europe.
WARRANTS _ 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 may
invest up to 5% of its net assets in warrants, except that this limitation
does not apply to warrants purchased by the Fund that are sold in units with,
or attached to, other securities. Included in such amount, but not to exceed
2% of the value of the Fund's net assets, may be warrants which are not
listed on the New York or American Stock Exchange.
MONEY MARKET INSTRUMENTS _ The Fund may invest in the following types of
money market instruments.
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides financial
support to such U.S. Government-sponsored agencies and instrumentalities, no
assurance can be given that it will always do so since it is not so obligated
by law.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys, and
the seller agrees to repurchase, a security at a mutually agreed upon time
and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities. The Fund may enter into repurchase agreements with certain banks
or non-bank dealers.
BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign
Page 20
branches of domestic banks, domestic and foreign branches of foreign banks,
domestic savings and loan associations and other banking institutions. With
respect to such securities issued by foreign subsidiaries or foreign branches
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. See "Description of the Fund -- Investment
Considerations and Risks -- Foreign Securities."
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 (in no event longer than seven
days) at a stated interest rate.
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 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.

COMMERCIAL PAPER. 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
Investors Service, Inc. ("Moody's"), A-1 by Standard & Poor's Ratings Group
("S&P"), F-1 by Fitch Investors Service, L.P. ("Fitch") or Duff-1 by Duff &
Phelps Credit Rating Co. ("Duff"), (b) issued by companies having an
outstanding unsecured debt issue currently rated at least Aa3 by Moody's or
AA- by S&P, Fitch or Duff, or (c) if unrated, determined by The Dreyfus
Corporation to be of comparable quality to those rated obligations which may
be purchased by the Fund.

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
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain privately
negotiated, non-exchange traded options and securities used to cover such
options. 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.
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 21
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Page 22
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Page 23
DREYFUS
Small Company
Value Fund

Prospectus
(LION LOGO)
Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
253p052396

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

PROSPECTUS APRIL 10, 1996
AS REVISED, MAY 23, 1996

DREYFUS INTERNATIONAL VALUE FUND
- -----------------------------------------------------------------------------

DREYFUS INTERNATIONAL VALUE FUND (THE "FUND") IS A SEPARATE
DIVERSIFIED PORTFOLIO OF DREYFUS GROWTH AND VALUE FUNDS, INC., AN OPEN-END,
MANAGEMENT INVESTMENT COMPANY (THE "COMPANY"), KNOWN AS A MUTUAL FUND. THE
FUND'S INVESTMENT OBJECTIVE IS LONG-TERM CAPITAL GROWTH. IT WILL SEEK TO
ACHIEVE THIS INVESTMENT OBJECTIVE BY INVESTING PRINCIPALLY IN A PORTFOLIO OF
PUBLICLY-TRADED EQUITY SECURITIES OF FOREIGN ISSUERS WHICH WOULD BE
CHARACTERIZED AS "VALUE" COMPANIES ACCORDING TO CRITERIA ESTABLISHED BY THE
DREYFUS CORPORATION.

YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING DREYFUS
TELETRANSFER.

THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.

THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.

THE STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 10, 1996, AS
REVISED, MAY 23, 1996, 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 CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR
OPERATOR 144.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <S> <C>
Page Page
Annual Fund Operating Expenses....... 3 How to Redeem Shares .......... 14
Condensed Financial Information...... 4 Shareholder Services Plan...... 16
Description of the Fund.............. 4 Dividends, Distributions and Taxes 16
Management of the Fund............... 6 Performance Information........ 17
How to Buy Shares.................... 8 General Information............ 18
Shareholder Services................. 10 Appendix....................... 19
</TABLE>
- -----------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------
[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees(after fee waiver)................................... .00%
Other Expenses(after fee waiver).................................... 1.50%
Total Fund Operating Expenses(after fee waiver)..................... 1.50%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
EXAMPLE:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 YEAR 3 YEARS
annual return and (2) redemption
at the end of each time period: $15 $47
</TABLE>
- -----------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR 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 costs and expenses borne by the Fund, the payment of which will reduce
investors' annual return. Annual Fund Operating Expenses noted above have
been restated to reflect an undertaking by The Dreyfus Corporation that if,
in the fiscal year ending August 31, 1996, Fund expenses, including the
management fee, exceed 1.50% of the value of the Fund's average net assets
for the fiscal year, The Dreyfus Corporation may waive its management fee or
bear certain expenses of the Fund to the extent of such excess expense. The
expenses noted above, without reimbursement, would be: Management Fees --
1.00%, Other Expenses -- 2.08% and Total Fund Operating Expenses -- 3.08%.
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. See "Management of the Fund," "How to Buy Shares" and
"Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The table below sets forth certain information covering the Fund's
investment results for the period indicated. Further financial data and
related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for the period September 29, 1995
(commencement of operations) to February 29, 1996 (unaudited). This
information has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
<S> <C>
PER SHARE DATA:
Net asset value, beginning of period...................................... $12.50
--------
INVESTMENT OPERATIONS:
Investment income--net.................................................... .04
Net realized and unrealized gain on investments........................... .56
--------
TOTAL FROM INVESTMENT OPERATIONS.......................................... .60
--------
DISTRIBUTIONS:
Dividends from investment income--net..................................... (.04)
Dividends from net realized gain on investments........................... (.03)
--------
TOTAL DISTRIBUTIONS....................................................... (.07)
--------
Net asset value, end of period............................................ $13.03
========
TOTAL INVESTMENT RETURN*.................................................... 4.82%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets*.................................. .63%
Ratio of net investment income to average net assets*..................... .28%
Decrease reflected in above expense ratios due to undertaking by The Dreyfus Corporation .67%
Portfolio Turnover Rate*.................................................. 8.63%
Average commission rate................................................... $.0362
Net Assets, end of period (000's omitted)................................. $11,376
* Not annualized.
</TABLE>
Further information about the Fund's performance will be contained in
the Fund's annual report for the fiscal year ending August 31, 1996, which
will be available approximately the end of October 1996, and which may be
obtained without charge by writing to the address or calling the number set
forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is long-term capital growth. It
cannot be changed without approval by the holders of a majority (as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")) of the
Fund's outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved.

INVESTMENT APPROACH
The Fund's investment approach is value-oriented, research-driven and
risk averse. To manage the Fund, The Dreyfus Corporation classifies issuers
as "growth" or "value" companies. In general, The Dreyfus Corporation
believes that companies with relatively low price to book ratios, low price
to earnings ratios or higher than average dividend payments in relation to
price should be classified as value companies. Alternatively, companies which
have above average earnings or sales growth and retention of earnings and
command higher price to earnings ratios fit the more classic growth
description. In addition,
Page 4
The Dreyfus Corporation intends to consider broader measures of value,
including operating return characteristics, overall financial health and
positive changes in business momentum. This value-oriented, bottom-up
investment style is both quantitative and fundamentally based, focusing first
on stock selection then enhanced by country allocation guidelines.

MANAGEMENT POLICIES

The Fund anticipates that at least 65% of the value of its total
assets (except when maintaining a temporary defensive position) will be
invested in equity securities principally of foreign issuers which would be
characterized as "value" companies according to criteria established by The
Dreyfus Corporation. Under normal market conditions, the Fund expects that
substantially all of its assets will be invested in securities of foreign
issuers. While there are no prescribed limits on geographic asset distribution
outside the United States, the Fund ordinarily will seek to invest its
assets in not less than three foreign countries. The Fund's securities
selections generally will be made without regard to an issuer's market
capitalization. Equity securities consist of common stocks, convertible
securities and preferred stocks.

The Fund may invest, to a limited extent, in debt securities issued
by foreign governments and securities issued by closed-end investment
companies. While seeking desirable investments, the Fund may invest in money
market instruments consisting of U.S. Government securities, certificates of
deposit, time deposits, bankers' acceptances, short-term investment grade
corporate bonds and other short-term debt instruments, and repurchase
agreements, as set forth under "Appendix _ Certain Portfolio Securities _
Money Market Instruments." Under normal market conditions, the Fund does not
expect to have a substantial portion of its assets invested in money market
instruments. However, when The Dreyfus Corporation determines that adverse
market conditions exist, the Fund may adopt a temporary defensive posture and
invest all of its assets in money market instruments.

The Fund's annual portfolio turnover rate is not expected to exceed
150%. Higher portfolio turnover rates usually generate additional brokerage
commissions and expenses and the short-term gains realized from these
transactions are taxable to shareholders as ordinary income. In addition, the
Fund currently intends, to a limited extent, to engage in options and futures
transactions. See also "Investment Considerations and Risks" and "Appendix --
Investment Techniques" below and "Investment Objective and Management
Policies _ Management Policies" in the Statement of Additional Information.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- The Fund's net asset value per share should be expected to
fluctuate. Investors should consider the Fund as a supplement to an overall
investment program and should invest only if they are willing to undertake
the risks involved. See "Investment Objective and Management Policies _
Management Policies" in the Statement of Additional Information for a further
discussion of certain risks.
EQUITY SECURITIES -- Equity securities fluctuate in value, often based on
factors unrelated to the value of the issuer of the securities, and such
fluctuations can be pronounced. Changes in the value of the Fund's
investments will result in changes in the value of its shares and thus the
Fund's total return to investors.
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.
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 develop-
Page 5
ments, seizure or nationalization of foreign deposits and adoption of
governmental restrictions which might adversely affect the payment of
principal and interest on the foreign securities or restrict the payment of
principal and interest to investors located outside the country of the issuer,
whether from currency blockage or otherwise.
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.
FOREIGN CURRENCY TRANSACTIONS -- 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. See "Appendix -- Investment
Techniques -- Foreign Currency Transactions."
USE OF DERIVATIVES -- The Fund may invest in derivatives ("Derivatives").
These are financial instruments which derive their performance, at least in
part, from the performance of an underlying asset, index or interest rate.
The Derivatives the Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's investment
objective, under certain market conditions, they can increase the volatility
of the Fund's net asset value, can decrease the liquidity of the Fund's
portfolio and make more difficult the accurate pricing of the Fund's
portfolio. See "Appendix _ Investment Techniques _ Use of Derivatives" below
and "Investment Objective and Management Policies _ Management Policies _
Derivatives" in the Statement of Additional Information.

MANAGEMENT OF THE FUND

INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1996, The Dreyfus Corporation managed
or administered approximately $79 billion in assets for more than 1.7 million
investor accounts nationwide.

The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Company, subject to the authority of the Company's Board in accordance with
Maryland law. The Fund's primary portfolio manager is Sandor Cseh. He has
held that position since September 1995 and has been employed by The Dreyfus
Corporation since May 1996 pursuant to a dual employee agreement between The
Dreyfus Corporation and The Boston Company Asset Management, Inc. ("TBC Asset
Management"), an indirect wholly-owned subsidiary of Mellon and, thus, an
affiliate of The Dreyfus Corporation. Mr. Cseh has been employed by TBC Asset
Management or its predecessor since October 1994. Prior to joining TBC Asset
Management, Mr. Cseh was President of Cseh International & Associates Inc.,
the international money management
Page 6
division of Cashman, Farrell & Associates, and was a securities analyst with
several banks. The Fund's other portfolio managers are identified in the
Statement of Additional Information. The Dreyfus Corporation also provides
research services for the Fund as well as for other funds advised by The
Dreyfus Corporation through a professional staff of portfolio managers and
securities analysts.

Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international markets.
Mellon is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$237 billion in assets as of March 31, 1996, including approximately $83
billion in proprietary mutual fund assets. As of March 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $886 billion in assets,
including approximately $61 billion in mutual fund assets.

Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of 1.00% of the
value of the Fund's average daily net assets. For the period September 29,
1995 (commencement of operations) through February 29, 1996, no management
fee was paid by the Fund pursuant to an undertaking by The Dreyfus
Corporation. From September 29, 1995 through May 23, 1996, TheDreyfus
Corporation had engaged TBC Asset Management to serve as the Fund's
sub-investment adviser pursuant to a Sub-Investment Advisory Agreement between
The Dreyfus Corporation and TBC Asset Management. Under such Sub-Investment
Advisory Agreement, The Dreyfus Corporation agreed to pay TBC Asset
Management a monthly fee at the annual rate of .50 of 1% of the value of the
Fund's average daily net assets. For the period September 29, 1995
(commencement of operations) through February 29, 1996, no sub-investment
advisory fee was paid by The Dreyfus Corporation to TBC Asset Management
pursuant to an undertaking by TBC Asset Management.

In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds advised by The Dreyfus Corporation
as factors in the selection of broker-dealers to execute portfolio
transactions for the Fund. Brokerage transactions for the Fund may be
conducted through Dreyfus Investment Services Corporation, an affiliate of The
Dreyfus Corporation, in accordance with procedures adopted by the Fund's
Board. See "Portfolio Transactions" in the Statement of Additional
Information.

The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
Page 7

EXPENSES -- All expenses incurred in the operation of the Company are borne
by the Company, except to the extent specifically assumed by The Dreyfus
Corporation. The expenses to be borne by the Company include: organizational
costs, taxes, interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if any, fees of
Board members who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of The Dreyfus Corporation or its
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 Company's existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses attributable to the Fund
are charged against the assets of the Fund; other expenses of the Company are
allocated among the Company's portfolios on the basis determined by the
Board, including, but not limited to, proportionately in relation to the net
assets of each portfolio.

DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent").The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution (collectively, "Service Agents").
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.
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. However, the minimum initial investment for Dreyfus-sponsored Keogh
Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is $750,
with no minimum for subsequent purchases. Individuals who open an IRA also
may open a non-working spousal IRA with a minimum initial investment of $250.
Subsequent investments in a spousal IRA must be at least $250. The initial
investment must be accompanied by the Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the Company'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 The Dreyfus
Corporation 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
Page 8
subsequent investment minimum requirements at any time. Fund
shares also are offered without regard to the minimum initial investment
requirements through Dreyfus-AUTOMATIC Asset BuilderRegistration Mark,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan
pursuant to the Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled investments and may
provide you with a convenient way to invest for long-term financial goals.
You should be aware, however, that periodic investment plans do not guarantee
a profit and will not protect an investor against loss in a declining market.
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" and should specify that you are
investing in the Fund. 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# 8900279605/Dreyfus
International Value Fund, for purchase of Fund shares in your name. The wire
must include your Fund account number (for new accounts, your Taxpayer
Identification Number ("TIN") should be included 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 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
Fund account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis at the 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. 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
Page 9
total number of Fund 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 Company's Board. For
further information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the Statement of
Additional Information.
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution
could be held liable for resulting fees and/or losses.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs or (ii) such plan's or program's aggregate investment in the Dreyfus
Family of Funds or certain other products made available by the Distributor
to such plans or programs exceeds $1,000,000 ("Eligible Benefit Plans").
Shares of funds in the Dreyfus Family of Funds then held by Eligible Benefit
Plans will be aggregated to determine the fee payable. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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 shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Account Application or have
filed a Shareholder 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 shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
FUND EXCHANGES
You may purchase, in exchange for shares of the Fund, shares of
certain other funds managed or administered by The Dreyfus Corporation, 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 service, you should consult your Service Agent or
call 1-800-645-6561 to determine if it is available and whether any
conditions are imposed on its use.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. 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 by calling
1-800-645-6561. Except in the case of personal retirement plans, the shares
being exchanged must have a current
Page 10
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. The ability to issue exchange instructions by telephone is given to all
Fund shareholders automatically, unless you check the applicable "No" box on
the Account Application, indicating that you specifically refuse this
Privilege. The Telephone Exchange Privilege may be established for an existing
account by written request, signed by all shareholders on the account, or by
a separate signed Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange Privilege,
you may telephone exchange instructions by calling 1-800-645-6561 or, if you
are calling from overseas, call 516-794-5452. See "How to Redeem
Shares_Procedures." 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: Telephone Exchange Privilege, Wire Redemption Privilege,
Telephone Redemption Privilege, Dreyfus TELETRANSFER Privilege and the
dividend/capital gain distribution option (except for Dreyfus Dividend Sweep)
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 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 the exchange you must notify the
Transfer Agent or your Service Agent must notify the Distributor. 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 availability of Fund Exchanges may be modified or terminated at any
time upon notice to shareholders. See "Dividends, Distributions and Taxes."
DREYFUS AUTO-EXCHANGE PRIVILEGE

Page 11
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark
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 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 by calling 1-800-645-6561. 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 this Privilege. The appropriate form may be obtained
by calling 1-800-645-6561. 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. The
Fund may terminate your participation upon 30 days' notice to you.
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 by calling 1-800-645-6561. 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 the
Distributor, The Dreyfus Corporation, 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.
DREYFUS STEP PROGRAM
Dreyfus Step Program enables you to purchase Fund shares without
regard to the Fund's minimum initial investment requirements through
Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government Direct Deposit Privilege
or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program account,
you must supply the necessary information on the Account Application and file
the required authorization
Page 12
form(s) with the Transfer Agent. For more information concerning this Program,
or to request the necessary authorization form(s), please call toll free
1-800-782-6620. You may terminate your participation in this Program at any
time by discontinuing your participation in Dreyfus-AUTOMATIC Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan,
as the case may be, as provided under the terms of such Privilege(s). The
Fund may modify or terminate this Program at any time. Investors who wish to
purchase Fund shares through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep 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. Dreyfus Dividend ACH
permits you to transfer electronically dividends or dividends and capital
gain distributions, if any, from the Fund to a designated bank account. Only
an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may charge a fee
for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges 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 Dividend Options Form.
Enrollment in or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for existing
accounts and may not be used to open new accounts. Minimum subsequent
investments do not apply for Dreyfus Dividend Sweep. The Fund may modify or
terminate these privileges at any time or charge a service fee. No such fee
currently is contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for Dreyfus Dividend Sweep.
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 by calling 1-800-645-6561. 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. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; or for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
Page 13
HOW TO REDEEM 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. Service Agents
may charge their clients 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, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through the Wire
Redemption Privilege, the Telephone Redemption Privilege or the Dreyfus
TELETRANSFER Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities. The Fund reserves the right to refuse any request made
by wire or 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 any redemption Privilege at any time or
charge a service fee upon notice to shareholders. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for the
Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing him-
Page 14
self or herself to be you, 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 procedures 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
shares by written request mailed 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. 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. You also 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 not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
DREYFUS TELETRANSFER PRIVILEGE -- You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing
Page 15
House member may be 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 not more than $250,000 within
any 30-day period.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan, pursuant to which
it pays the Distributor 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. The Distributor may make
payments to Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended (the "Code"), the
Fund is treated as a separate corporation for purposes of qualification and
taxation as a regulated investment company. The Fund ordinarily pays
dividends from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make distributions on a
more frequent basis to comply with the distribution requirements of the Code,
in all events in a manner consistent with the provisions of the 1940 Act. 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 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 and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to U.S. shareholders
as ordinary income whether received in cash or reinvested in additional
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 derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
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.
Page 16
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.
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.
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. 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 may be calculated on the
basis of average annual total return and/or total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment 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.
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,
Page 17
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., Standard & Poor's 500 Stock Index, Wilshire 5000
Index, the Dow Jones Industrial Average, MONEY MAGAZINE, Morningstar, Inc.
and other industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on November 16, 1993,
and commenced operations on December 29, 1993. Before September 29, 1995, the
Company's name was Dreyfus Focus Funds, Inc. The Company is authorized to
issue one billion shares of Common Stock (with 100 million shares allocated
to the Fund), par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, 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 Board members or
the appointment of auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled to vote may
require the Company to hold a special meeting of shareholders for purposes of
removing a Board member from office or for any other purpose. Shareholders
may remove a Board member by the affirmative vote of a majority of the
Company's outstanding voting shares. In addition, the Board will call a
meeting of shareholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by shareholders.
The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholder of
one portfolio is not deemed to be a shareholder of any other portfolio. For
certain matters shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund are being
offered. Other portfolios are sold pursuant to other offering documents.
To date, the Board has authorized the creation of ten series of
shares. All consideration received by the Company for shares of one of the
series and all assets in which such consideration is invested will belong to
that series (subject only to the rights of creditors of the Company) and will
be subject to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from those of the
other series. The Company has the ability to create, from time to time, new
series without shareholder approval.
The Transfer Agent maintains a record of your ownership and sends 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 the U.S.
and Canada, call 516-794-5452.
Page 18
APPENDIX
INVESTMENT TECHNIQUES
FOREIGN CURRENCY TRANSACTIONS -- Foreign currency transactions may be entered
into for a variety of purposes, including: to fix in U.S. dollars, between
trade and settlement date, the value of a security the Fund has agreed to buy
or sell; to hedge the U.S. dollar value of securities the Fund already owns,
particularly if it expects a decrease in the value of the currency in which
the foreign security is denominated; or to gain exposure to the foreign
currency in an attempt to realize gains.

BORROWING MONEY -- The Fund is permitted to borrow to the extent permitted
under the 1940 Act, which permits an investment company to borrow in an
amount up to 331/3% of the value of its total assets. The Fund currently
intends to borrow money only for temporary or emergency (not leveraging)
purposes, in an amount up to 15% of the value of its total assets (including
the amount borrowed) valued at the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the Fund's total assets, the Fund will not make any
additional investments.
USE OF DERIVATIVES _ The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and certain related risks are
described more specifically under "Investment Objective and Management
Policies -- Management Policies -- Derivatives" in the Statement of
Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives
could have a large potential impact on the Fund's performance.
If the Fund invests in Derivatives at inappropriate times or judges
market conditions incorrectly, such investments may lower the Fund's return
or result in a loss. The Fund also could experience losses if it were unable
to liquidate its position because of an illiquid secondary market. The market
for many Derivatives is, or suddenly can become, illiquid. Changes in
liquidity may result in significant, rapid and unpredictable changes in the
prices for Derivatives.
Although the Fund will not be a commodity pool, Derivatives subject
the Fund to the rules of the Commodity Futures Trading Commission which limit
the extent to which the Fund can invest in certain Derivatives. The Fund may
invest in futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in such contracts
and options for other purposes if the sum of the amount of initial margin
deposits and premiums paid for unexpired options with respect to such
contracts, other than for bona fide hedging purposes, exceed 5% of the
liquidation value of the
Page 19
Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; 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%
limitation.
The Fund may invest up to 5% of its assets, represented by the
premium paid, in the purchase of call and put options. The Fund may write
(i.e., sell) 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.
When required by the Securities and Exchange Commission, the Fund will set
aside permissible liquid assets in a segregated account to cover its
obligations relating to its transactions in Derivatives. To maintain this
required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
Derivative position at a reasonable price.
FORWARD COMMITMENTS -- The Fund may purchase securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate that will be received on a forward
commitment or when-issued security are fixed when the Fund enters into the
commitment, but the Fund does not make payment until it receives delivery
from the counterparty. The Fund will commit 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. 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 commitments will be established and
maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
DEPOSITARY RECEIPTS -- The Fund may invest in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and other forms of depositary receipts. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs, which are
sometimes referred to as Continental Depositary Receipts ("CDRs"), are
receipts issued in Europe typically by non-United States banks and trust
companies that evidence ownership of either foreign or domestic securities.
Generally, ADRs in registered form are designed for use in the United States
securities markets and EDRs and CDRs in bearer form are designed for use in
Europe.
MONEY MARKET INSTRUMENTS -- The Fund may invest in the following types of
money market instruments.
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides financial
support to such U.S. Government-sponsored agencies and instrumentalities, no
assurance can be given that it will always do so since it is not so obligated
by law.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys, and
the seller agrees to repurchase, a security at a mutually agreed upon time
and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements
Page 20
could involve risks in the event of a default or insolvency of the other party
to the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches 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. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
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 (in no event longer than seven
days) at a stated interest rate.
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 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.

COMMERCIAL PAPER. 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
Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group
("S&P"), (b) issued by companies having an outstanding unsecured debt issue
currently rated at least A3 by Moody's or A- by S&P, or (c) if unrated,
determined by The Dreyfus Corporation to be of comparable quality to those
rated obligations which may be purchased by the Fund.

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
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain privately
negotiated, non-exchange traded options and securities used to cover such
options. 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.
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 21
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Page 22
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Page 23
DREYFUS
International
Value
Fund
Prospectus
(LION LOGO)
Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
254p052396

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

PROSPECTUS APRIL 10, 1996
AS REVISED, MAY 23, 1996

DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------
DREYFUS MIDCAP VALUE FUND (THE "FUND") IS A SEPARATE DIVERSIFIED
PORTFOLIO OF DREYFUS GROWTH AND VALUE FUNDS, INC., AN OPEN-END, MANAGEMENT
INVESTMENT COMPANY (THE "COMPANY"), KNOWN AS A MUTUAL FUND. THE FUND'S
INVESTMENT OBJECTIVE IS TO PROVIDE INVESTMENT RESULTS THAT EXCEED THE TOTAL
RETURN PERFORMANCE OF PUBLICLY TRADED COMMON STOCKS IN THE AGGREGATE, AS
REPRESENTED BY A RECOGNIZED INDEX OF MID CAP STOCKS. THE FUND IS USING THE
RUSSELL MID CAP INDEX AS ITS BENCHMARK INDEX. IT WILL SEEK TO ACHIEVE THIS
INVESTMENT OBJECTIVE BY INVESTING PRINCIPALLY IN A PORTFOLIO OF
PUBLICLY-TRADED EQUITY SECURITIES OF U.S. ISSUERS WHICH WOULD BE
CHARACTERIZED AS "VALUE" COMPANIES ACCORDING TO CRITERIA ESTABLISHED BY THE
FUND'S INVESTMENT ADVISERS. THE FUND IS NEITHER SPONSORED BY NOR AFFILIATED
WITH FRANK RUSSELL COMPANY.
YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING DREYFUS
TELETRANSFER.

THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.

THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <S> <C>
Page Page
Annual Fund Operating Expenses....... 3 How to Redeem Shares .......... 14
Condensed Financial Information...... 4 Shareholder Services Plan...... 16
Description of the Fund.............. 4 Dividends, Distributions and Taxes 16
Management of the Fund............... 6 Performance Information........ 17
How to Buy Shares.................... 8 General Information............ 18
Shareholder Services................. 10 Appendix....................... 19
</TABLE>
- -----------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------
[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees(after fee waiver)...................................... .00%
Other Expenses(after fee waiver)....................................... 1.25%
Total Fund Operating Expenses(after fee waiver)........................ 1.25%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
EXAMPLE:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 YEAR 3 YEARS
annual return and (2) redemption
at the end of each time period: $13 $40
</TABLE>
- -----------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR 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 costs and expenses borne by the Fund, the payment of which will reduce
investors' annual return. Annual Fund Operating Expenses noted above have
been restated to reflect an undertaking by The Dreyfus Corporation that if,
in the fiscal year ending August 31, 1996, Fund expenses, including the
management fee, exceed 1.25% of the value of the Fund's average net asset for
the fiscal year, The Dreyfus Corporation may waive its management fee or bear
certain expenses of the Fund to the extent of such excess expense. The
expenses noted above, without reimbursement, would have been: Management Fees
- -- .75%, Other Expenses -- 1.75% and Total Fund Operating Expenses -- 2.50%.
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. See "Management of the Fund," "How to Buy Shares" and
"Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The table below sets forth certain information covering the Fund's
investment results for the period indicated. Further financial data and
related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for the period September 29, 1995
(commencement of operations) to February 29, 1996 (unaudited). This
information has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
<S> <C>
PER SHARE DATA:
Net asset value, beginning of period...................................... $12.50
----------
INVESTMENT OPERATIONS:
Investment income--net.................................................... .07
Net realized and unrealized gain on investments........................... 1.70
----------
TOTAL FROM INVESTMENT OPERATIONS.......................................... 1.77
----------
DISTRIBUTIONS:
Dividends from investment income --net.................................... (.04)
Dividends from net realized gain on investments........................... (.02)
----------
TOTAL DISTRIBUTIONS....................................................... (.06)
----------
Net asset value, end of period............................................ $14.21
==========
TOTAL INVESTMENT RETURN*.................................................... 14.11%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets*.................................. .56%
Ratio of net investment income to average net assets*..................... .60%
Decrease reflected in above expense ratios due to undertaking
by The Dreyfus Corporation (limited to the expense limitation provision of
the Management Agreement)*................................................ .49%
Portfolio Turnover Rate*.................................................. 136.71%
Average Commission Rate................................................... $.0460
Net Assets, end of period (000's omitted)................................. $2,791
* Not annualized.
</TABLE>
Further information about the Fund's performance will be contained in
the Fund's annual report for the fiscal year ending August 31, 1996, which
will be available approximately the end of October 1996, and which may be
obtained without charge by writing to the address or calling the number set
forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investment results that
exceed the total return performance of publicly traded common stocks in the
aggregate, as represented by a recognized index of mid cap stocks. The Fund's
investment objective cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the Fund's outstanding voting shares. There can be no
assurance that the Fund's investment objective will be achieved.

INVESTMENT APPROACH
To manage the Fund, The Dreyfus Corporation classifies issuers as
"growth" or "value" companies. In general, The Dreyfus Corporation believes
that companies with relatively low price to book ratios, low price to
earnings ratios or higher than average dividend payments in relation to price
should be classified as value companies. Alternatively, companies with above
average earnings or sales growth and
Page 4
retention of earnings and command higher price to earnings ratios fit the
more classic growth description. Stock selection is based on finding those
companies exhibiting the value characteristics described above, good or
improving business fundamentals and improving business momentum.

MANAGEMENT POLICIES

The Fund anticipates that, under normal market conditions, at least
65% of the value of its total assets (except when maintaining a temporary
defensive position) will be invested in common stocks of domestic and foreign
issuers with market capitalizations of between $400 million and $4 billion at
the time of purchase which would be characterized as "value" companies
according to criteria established by The Dreyfus Corporation. From this
universe, The Dreyfus Corporation will identify those stocks with a
particular combination of composite attributes or fundamental factors
expected to produce in the aggregate investment results that exceed those of
the benchmark index. The Russell Mid Cap Index currently is the Fund's
benchmark. In the future, one or more other indices for the Fund may be
selected if such standard of comparison is deemed to be more representative
of the performance of the securities the Fund seeks to exceed. The Fund may
invest up to 15% of the value of its total assets in the securities of
foreign issuers. The Fund also may invest, to a limited extent, in
convertible securities and preferred stocks.

While seeking desirable equity investments, the Fund may invest in
money market instruments consisting of U.S. Government securities,
certificates of deposit, time deposits, bankers' acceptances, short-term
investment grade corporate bonds and other short-term debt instruments, and
repurchase agreements, as set forth under "Appendix_Certain Portfolio
Securities_Money Market Instruments." Under normal market conditions, the
Fund does not expect to have a substantial portion of its assets invested in
money market instruments. However, when The Dreyfus Corporation determines
that adverse market conditions exist, the Fund may adopt a temporary
defensive posture and invest all of its assets in money market instruments.

The Fund's annual portfolio turnover rate is not expected to exceed
125%. Higher portfolio turnover rates usually generate additional brokerage
commissions and expenses and the short-term gains realized from these
transactions are taxable to shareholders as ordinary income. In addition, the
Fund currently intends, to a limited extent, to engage in options and futures
transactions and short-selling. See also "Investment Considerations and
Risks" and "Appendix -- Investment Techniques" below and "Investment
Objective and Management Policies _ Management Policies" in the Statement of
Additional Information.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- The Fund's net asset value per share should be expected to
fluctuate. Investors should consider the Fund as a supplement to an overall
investment program and should invest only if they are willing to undertake
the risks involved. See "Investment Objective and Management
Policies_Management Policies" in the Statement of Additional Information for
a further discussion of certain risks.
EQUITY SECURITIES -- Equity securities fluctuate in value, often based on
factors unrelated to the value of the issuer of the securities, and such
fluctuations can be pronounced. Changes in the value of the Fund's
investments will result in changes in the value of its shares and thus the
Fund's total return to investors.
The securities of the midcap companies in which the Fund may invest
may be subject to more abrupt or erratic market movements than larger
capitalized companies, because these securities typically are traded in lower
volume and the issuers typically are subject to a greater degree to changes
in earnings and prospects.
USE OF DERIVATIVES -- The Fund may invest in derivatives ("Derivatives").
These are financial instruments which derive their performance, at least in
part, from the performance of an underlying asset, index
Page 5
or interest rate. The Derivatives the Fund may use include options and
futures. While Derivatives can be used effectively in furtherance of the
Fund's investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's portfolio and make more difficult the accurate
pricing of the Fund's portfolio. See "Appendix _ Investment Techniques _ Use
of Derivatives" below and "Investment Objective and Management
Policies _ Management Policies _ Derivatives" in the Statement of Additional
Information.
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.
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, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect the payment of principal and interest on the
foreign securities or restrict the payment of principal and interest to
investors located outside the country of the issuer, whether from currency
blockage or otherwise.
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.

MANAGEMENT OF THE FUND

The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Company, subject to the authority of the Company's Board in accordance with
Maryland law. The Fund's primary portfolio manager is Peter I. Higgins. He
has held that position since September 1995 and has been employed by The
Dreyfus Corporation since May 1996 pursuant to a dual employee agreement
between The Dreyfus Corporation and The Boston Company Asset Management, Inc.
("TBC Asset Management"), an indirect wholly-owned subsidiary of Mellon and,
thus, an affiliate of The Dreyfus Corporation. Mr. Higgins has been employed
by TBC Asset Management or its predecessor since May 1991. For more than five
years prior to joining TBC Asset Management, Mr. Higgins was a Vice President
and Senior Investment Officer for Boston Safe Deposit and Trust Company. The
Fund's other portfolio managers are identified in the Statement of Additional
Information. The Dreyfus Corporation also provides research services for the
Fund as well as for other funds advised by The DreyfusCorporation through a
professional staff of portfolio managers and securities analysts.

Page 6

Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .75 of 1% of
the value of the Fund's average daily net assets. The management fee is
higher than that paid by most other investment companies. For the period
September 29, 1995 (commencement of operations) through February 29, 1996, no
management fee was paid by the Fund pursuant to an undertaking by The Dreyfus
Corporation. From September 29, 1995 through May 23, 1996, The Dreyfus
Corporation had engaged TBC Asset Management to serve as the Fund's
sub-investment adviser pursuant to a Sub-Investment Advisory Agreement
between The Dreyfus Corporation and TBC Asset Management. Under such
Sub-Investment Advisory Agreement, The Dreyfus Corporation agreed to pay TBC
Asset Management a monthly fee at the annual rate of .375 of 1% of the value
of the Fund's average daily net assets. For the period September 29, 1995
(commencement of operations) through February 29, 1996, no sub-investment
advisory fee was paid by The Dreyfus Corporation to TBC Asset Management
pursuant to an undertaking by TBC Asset Management.

In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds advised by The Dreyfus Corporation
as factors in the selection of broker-dealers to execute portfolio
transactions for the Fund. Brokerage transactions for the Fund may be
conducted through Dreyfus Investment Services Corporation, an affiliate of The
Dreyfus Corporation, in accordance with procedures adopted by the Fund's
Board. See "Portfolio Transactions" in the Statement of Additional
Information.

EXPENSES -- All expenses incurred in the operation of the Company are borne
by the Company, except to the extent specifically assumed by The Dreyfus
Corporation. The expenses borne by the Company include: organizational costs,
taxes, interest, loan commitment fees, interest and distributions paid on
Page 7
securities sold short, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees or holders of 5% or more
of the outstanding voting securities of The Dreyfus Corporation or its
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 Company's existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses attributable to the Fund
are charged against the assets of the Fund; other expenses of the Company are
allocated among the Company's portfolios on the basis determined by the
Board, including, but not limited to, proportionately in relation to the net
assets of each portfolio.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). Mellon Bank, N.A., One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258.

HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution (collectively, "Service Agents").
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.
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. However, the minimum initial investment for Dreyfus-sponsored Keogh
Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is $750,
with no minimum for subsequent purchases. Individuals who open an IRA also
may open a non-working spousal IRA with a minimum initial investment of $250.
Subsequent investments in a spousal IRA must be at least $250. The initial
investment must be accompanied by the Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the Company'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 The Dreyfus
Corporation 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. Fund
shares also are offered without regard to the minimum initial investment
requirements through Dreyfus-AUTOMATIC Asset BuilderRegistration Mark,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan
pursuant to the Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly sched-
Page 8
uled investments and may provide you with a convenient way to invest for
long-term financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect an investor
against loss in a declining market.
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" and should specify that you are
investing in the Fund. 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 invest
ment 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# 8900279656/Dreyfus Midcap
Value Fund, for purchase of Fund shares in your name. The wire must include
your Fund account number (for new accounts, your Taxpayer Identification
Number ("TIN") should be included 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 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
Fund account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis at the 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 Fund 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
Company's Board.
Page 9
For further information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the Statement of
Additional Information.
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution
could be held liable for resulting fees and/or losses.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs or (ii) such plan's or program's aggregate investment in the Dreyfus
Family of Funds or certain other products made available by the Distributor
to such plans or programs exceeds $1,000,000 ("Eligible Benefit Plans").
Shares of funds in the Dreyfus Family of Funds then held by Eligible Benefit
Plans will be aggregated to determine the fee payable. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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 shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Account Application or have
filed a Shareholder 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 shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
FUND EXCHANGES
You may purchase, in exchange for shares of the Fund, shares of
certain other funds managed or administered by The Dreyfus Corporation, 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 service, you should consult your Service Agent or
call 1-800-645-6561 to determine if it is available and whether any
conditions are imposed on its use.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. 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 by calling
1-800-645-6561. 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
Page 10
which the exchange is being made. The ability to issue exchange instructions
by telephone is given to all Fund shareholders automatically, unless you
check the applicable "No" box on the Account Application, indicating that you
specifically refuse this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed by all
shareholders on the account, or by a separate signed Shareholder Services
Form, also available by calling 1-800-645-6561. If you have established the
Telephone Exchange Privilege, you may telephone exchange instructions by
calling 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. See "How to Redeem Shares_Procedures." 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: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, Dreyfus TELETRANSFER Privilege and
the dividend/capital gain distribution option (except for Dreyfus Dividend
Sweep) 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 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 the exchange you must notify the
Transfer Agent or your Service Agent must notify the Distributor. 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 availability of Fund Exchanges may be modified or terminated at any
time upon notice to shareholders. See "Dividends,Distributions and Taxes."
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 certain other funds in the Dreyfus Family of Funds of
which you are currently a shareholder. 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. 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. See "Dividends, Distributions and Taxes."

Page 11
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark
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 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 by calling 1-800-645-6561. 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 this Privilege. The appropriate form may be obtained
by calling 1-800-645-6561. 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. The
Fund may terminate your participation upon 30 days' notice to you.
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 by calling 1-800-645-6561. 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 the
Distributor, The Dreyfus Corporation, 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.
DREYFUS STEP PROGRAM
Dreyfus Step Program enables you to purchase Fund shares without
regard to the Fund's minimum initial investment requirements through Dreyfus-A
UTOMATIC Asset Builder, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program account,
you must supply the necessary information on the Account Application and file
the required authorization
Page 12
form(s) with the Transfer Agent. For more information concerning this Program,
or to request the necessary authorization form(s), please call toll free
1-800-782-6620. You may terminate your participation in this Program at any
time by discontinuing your participation in Dreyfus-AUTOMATIC Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan,
as the case may be, as provided under the terms of such Privilege(s). The Fund
may modify or terminate this Program at any time. Investors who wish to
purchase Fund shares through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep 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. Dreyfus Dividend ACH
permits you to transfer electronically dividends or dividends and capital
gain distributions, if any, from the Fund to a designated bank account. Only
an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may charge a fee
for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges 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 Dividend Options Form.
Enrollment in or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for existing
accounts and may not be used to open new accounts. Minimum subsequent
investments do not apply for Dreyfus Dividend Sweep. The Fund may modify or
terminate these privileges at any time or charge a service fee. No such fee
currently is contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for Dreyfus Dividend Sweep.
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 by calling 1-800-645-6561. 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. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; or for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
Page 13
HOW TO REDEEM 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. Service Agents
may charge their clients 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, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through the Wire
Redemption Privilege, the Telephone Redemption Privilege or the Dreyfus
TELETRANSFER Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities. The Fund reserves the right to refuse any request made
by wire or 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 any redemption Privilege at any time or
charge a service fee upon notice to shareholders. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for the
Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse
Page 14
it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, 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 procedures 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
shares by written request mailed 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. 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. You also 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 not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
DREYFUS TELETRANSFER PRIVILEGE -- You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank
Page 15
account maintained in a domestic financial institution which is an Automated
Clearing House member may be 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 not more than
$250,000 within any 30-day period.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan, pursuant to which
it pays the Distributor 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. The Distributor may make
payments to Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended (the "Code"), the
Fund is treated as a separate corporation for purposes of qualification and
taxation as a regulated investment company. The Fund ordinarily pays
dividends from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make distributions on a
more frequent basis to comply with the distribution requirements of the Code,
in all events in a manner consistent with the provisions of the 1940 Act. 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 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 and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to U.S. shareholders
as ordinary income whether received in cash or reinvested in additional
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 Feder
al 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 derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
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.
Page 16
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.
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.
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 wi
thholding 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. 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 may be calculated on the
basis of average annual total return and/or total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment 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.
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.
Page 17
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., Russell Mid Cap Index, Standard & Poor's MidCap
400 Index, Standard & Poor's 500 Stock Index, the Dow Jones Industrial
Average, MONEY MAGAZINE, Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on November 16, 1993,
and commenced operations on December 29, 1993. Before September 29, 1995, the
Company's name was Dreyfus Focus Funds, Inc. The Company is authorized to
issue one billion shares of Common Stock (with 100 million shares allocated
to the Fund), par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, 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 Board members or
the appointment of auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled to vote may
require the Company to hold a special meeting of shareholders for purposes of
removing a Board member from office or for any other purpose. Shareholders
may remove a Board member by the affirmative vote of a majority of the
Company's outstanding voting shares. In addition, the Board will call a
meeting of shareholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by shareholders.
The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholder of
one portfolio is not deemed to be a shareholder of any other portfolio. For
certain matters shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund are being
offered. Other portfolios are sold pursuant to other offering documents.
To date, the Board has authorized the creation of ten series of
shares. All consideration received by the Company for shares of one of the
series and all assets in which such consideration is invested will belong to
that series (subject only to the rights of creditors of the Company) and will
be subject to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from those of the
other series. The Company has the ability to create, from time to time, new
series without shareholder approval.
Inclusion of a security in the Russell Mid Cap Index in no way
implies an opinion by the sponsor of the Index as to its attractiveness as an
investment. The Fund is not sponsored, endorsed, sold or promoted by Frank
Russell Company, the sponsor of the Russell Mid Cap Index.
The Transfer Agent maintains a record of your ownership and sends 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 the U.S. and
Canada, call 516-794-5452.
Page 18
APPENDIX
INVESTMENT TECHNIQUES
FOREIGN CURRENCY TRANSACTIONS -- Foreign currency transactions may be entered
into for a variety of purposes, including: to fix in U.S. dollars, between
trade and settlement date, the value of a security the Fund has agreed to buy
or sell; to hedge the U.S. dollar value of securities the Fund already owns,
particularly if it expects a decrease in the value of the currency in which
the foreign security is denominated; or to gain exposure to the foreign
currency in an attempt to realize gains.

Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, 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's success in these transactions will depend principally on
The DreyfusCorporation's ability to predict accurately the future exchange
rates between foreign currencies and the U.S. dollar.

COMMERCIAL PAPER. 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
Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group
("S&P"), (b) issued by companies having an outstanding unsecured debt issue
currently rated at least A3 by Moody's or A- by S&P, or (c) if unrated, determ
ined by The Dreyfus Corporation to be of comparable quality to those rated
obligations which may be purchased by the Fund.

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
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain privately
negotiated, non-exchange traded options and securities used to cover such
options. 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.
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 21
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Page 23
DREYFUS
Midcap
Value
Fund
Prospectus
(LION LOGO)
Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
258p052196

DREYFUS GROWTH AND VALUE FUNDS, INC.

DREYFUS LARGE COMPANY GROWTH FUND
DREYFUS AGGRESSIVE GROWTH FUND
DREYFUS LARGE COMPANY VALUE FUND
DREYFUS AGGRESSIVE VALUE FUND
DREYFUS MIDCAP VALUE FUND
DREYFUS SMALL COMPANY VALUE FUND
DREYFUS INTERNATIONAL VALUE FUND
DREYFUS EMERGING LEADERS FUND

PART B
(STATEMENT OF ADDITIONAL INFORMATION)
APRIL 10, 1996
AS REVISED, MAY 23, 1996

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Large Company Growth Fund, Dreyfus Large Company Value Fund,
each dated March 1, 1996, Dreyfus Small Company Value Fund, dated March 1,
1996, as revised May 23, 1996, Dreyfus Aggressive Growth Fund, Dreyfus
Aggressive Value Fund and Dreyfus Emerging Leaders Fund, each dated April
10, 1996, and Dreyfus Midcap Value Fund and Dreyfus International Value
Fund, each dated April 10, 1996, as revised May 23, 1996, (each, a "Fund"
and collectively, the "Funds") of Dreyfus Growth and Value Funds, Inc. (the
"Company"), as each may be revised from time to time. To obtain a copy of
the relevant Fund's Prospectus, please write to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:

Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452

The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.

Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.

TABLE OF CONTENTS
Page

Investment Objective and Management Policies . . . . . . . . . B-3
Management of the Company. . . . . . . . . . . . . . . . . . . B-14
Management Agreement . . . . . . . . . . . . . . . . . . . . . B-17
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . B-20
Shareholder Services Plan. . . . . . . . . . . . . . . . . . . B-21
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . B-23
Shareholder Services . . . . . . . . . . . . . . . . . . . . . B-24
Determination of Net Asset Value . . . . . . . . . . . . . . . B-27
Dividends, Distributions and Taxes . . . . . . . . . . . . . . B-28
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . B-30
Performance Information. . . . . . . . . . . . . . . . . . . . B-32
Information About the Funds. . . . . . . . . . . . . . . . . . B-33
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors . . . . . . . . . . . . . . B-33
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . B-35
Financial Statements . . . . . . . . . . . . . . . . . . . . . B-39
Reports of Independent Auditors. . . . . . . . . . . . . . . . B-49; B-60
and B-74

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

Depositary Receipts. (All Funds, except Dreyfus Emerging Leaders
Fund) These securities may be purchased through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by
the issuer of the underlying security and a depositary, whereas a
depositary may establish an unsponsored facility without participation by
the issuer of the deposited security. Holders of unsponsored depositary
receipts generally bear all the costs of such facilities and the depositary
of an unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited
security or to pass through voting rights to the holders of such receipts
in respect of the deposited securities.

Repurchase Agreements. (All Funds) The Funds' custodian or sub-
custodian will have custody of, and will hold in a segregated account,
securities acquired by a 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, each Fund will enter into
repurchase agreements only with domestic banks with total assets in excess
of $1 billion, 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.

Commercial Paper and Other Short-Term Corporate Obligations. (All
Funds) These instruments include variable amount master demand notes,
which are obligations that permit a 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. 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. Such
obligations frequently are not rated by credit rating agencies, and a Fund
may invest in them only if at the time of an investment the borrower meets
the criteria set forth in the Fund's Prospectus for other commercial paper
issuers.

Convertible Securities. (All Funds) Convertible securities may be
converted at either a stated price or stated rate into underlying shares of
common stock. Convertible securities have characteristics similar to both
fixed-income and equity securities. Convertible securities generally are
subordinated to other similar but non-convertible securities of the same
issuer, although convertible bonds, as corporate debt obligations, enjoy
seniority in right of payment to all equity securities, and convertible
preferred stock is senior to common stock, of the same issuer. Because of
the subordination feature, however, convertible securities typically have
lower ratings than similar non-convertible securities.

Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of
convertible securities tends to vary with fluctuations in the market value
of the underlying common stock. A unique feature of convertible securities
is that as the market price of the underlying common stock declines,
convertible securities tend to trade increasingly on a yield basis, and so
may not experience market value declines to the same extent as the
underlying common stock. When the market price of the underlying common
stock increases, the prices of the convertible securities tend to rise as a
reflection of the value of the underlying common stock. While no
securities investments are without risk, investments in convertible
securities generally entail less risk than investments in common stock of
the same issuer.

Convertible securities are investments that provide for a stable
stream of income with generally higher yields than common stocks. There
can be no assurance of current income because the issuers of the
convertible securities may default on their obligations. A convertible
security, in addition to providing fixed income, offers the potential for
capital appreciation through the conversion feature, which enables the
holder to benefit from increases in the market price of the underlying
common stock. There can be no assurance of capital appreciation, however,
because securities prices fluctuate. Convertible securities, however,
generally offer lower interest or dividend yields than non-convertible
securities of similar quality because of the potential for capital
appreciation.

Closed-End Investment Companies. (All Funds) A Fund may invest in
securities issued by closed-end investment companies. Under the Investment
Company Act of 1940, as amended (the "1940 Act"), a Fund's investment in
such securities, subject to certain exceptions, currently is limited to:
(i) 3% of the total voting stock of any one investment company, (ii) 5% of
the Fund's total assets with respect to any one investment company and
(iii) 10% of the Fund's total assets in the aggregate. Investments in the
securities of other investment companies may involve duplication of
advisory fees and certain other expenses.

Foreign Government Obligations; Securities of Supranational Entities.
(All Funds) A Fund may invest in obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies
or instrumentalities that are determined by the Manager to be of comparable
quality to the other obligations in which the Fund may invest. Such
securities also include debt obligations of supranational entities.
Supranational entities 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.

Illiquid Securities. (All Funds) When purchasing securities that
have not been registered under the Securities Act of 1933, as amended, and
are not readily marketable, each Fund will endeavor, to the extent
practicable, 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, where a substantial market of
qualified institutional buyers has developed for certain unregistered
securities purchased by the Fund pursuant to Rule 144A under the Securities
Act of 1933, as amended, the Fund intends to treat such securities as
liquid securities in accordance with procedures approved by the Company's
Board. Because it is not possible to predict with assurance how the market
for specific restricted securities sold pursuant to Rule 144A will develop,
the Company's Board has directed the Manager to monitor carefully the
relevant 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, a Fund's investing in such securities may have the effect of
increasing the level of illiquidity in its investment portfolio during such
period.

Management Policies

Leverage. (All Funds) For borrowings for investment purposes, the
1940 Act 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 required coverage
should decline as a result of market fluctuations or other reasons, a Fund
may be required to sell some of its portfolio securities within three days
to reduce the amount of its borrowings and restore the 300% asset coverage,
even though it may be disadvantageous from an investment standpoint to sell
securities at that time. Each Fund also may be required to maintain
minimum average balances in connection with such borrowing or 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. To the extent a Fund enters into a reverse repurchase agreement, 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 a Fund.

Short-Selling. (All Funds) In these transactions, a Fund sells a
security it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must borrow the
security to make delivery to the buyer. The Fund is obligated to replace
the security borrowed by purchasing it subsequently 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, which would result in
a loss or gain, respectively.

Securities will not 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 a Fund's net assets. A Fund may not sell short
the securities of any single issuer listed on a national securities
exchange to the extent of more than 5% of the value of the Fund's net
assets. A Fund may not make a short sale which results in the Fund having
sold short in the aggregate more than 5% of the outstanding securities of
any class of an issuer.

A Fund also may make short sales "against the box," in which the Fund
enters into a short sale of a security it owns in order to hedge an
unrealized gain on the security. At no time will more than 15% of the
value of the Fund's net assets be in deposits on short sales against the
box.

Until a Fund closes its short position or replaces the borrowed
security, it will: (a) maintain a segregated account, containing cash or
U.S. Government securities, at such a level that 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; or (b) otherwise cover
its short position.

Lending Portfolio Securities. (Dreyfus Large Company Growth Fund,
Dreyfus Large Company Value Fund and Dreyfus Small Company Value Fund only)
In connection with its securities lending transactions, a 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 dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Company's Board must terminate the
loan and regain the right to vote the securities if a material event
adversely affecting the investment occurs.

Derivatives. (All Funds) A Fund may invest in Derivatives (as
defined in the Fund's Prospectus) for a variety of reasons, including to
hedge certain market risks, to provide a substitute for purchasing or
selling particular securities or to increase potential income gain.
Derivatives may provide a cheaper, quicker or more specifically focused way
for the Fund to invest than "traditional" securities would.

Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and
the portfolio as a whole. Derivatives permit a Fund to increase or
decrease the level of risk, or change the character of the risk, to which
its portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.

Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives
could have a large potential impact on a Fund's performance.

If a Fund invests in Derivatives at inappropriate times or judges
market conditions incorrectly, such investments may lower the Fund's return
or result in a loss. A Fund also could experience losses if its
Derivatives were poorly correlated with its other investments, or if the
Fund were unable to liquidate its position because of an illiquid secondary
market. The market for many Derivatives is, or suddenly can become,
illiquid. Changes in liquidity may result in significant, rapid and
unpredictable changes in the prices for Derivatives.

A Fund may invest up to 5% of its assets, represented by the premium
paid, in the purchase of call and put options. A Fund may write (i.e.,
sell) 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.
When required by the Securities and Exchange Commission, the Fund will set
aside permissible liquid assets in a segregated account to cover its
obligations relating to its transactions in Derivatives. To maintain this
required cover, a Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
Derivative position at a reasonable price. Derivatives may be purchased on
established exchanges or through privately negotiated transactions referred
to as over-the-counter Derivatives. Exchange-traded Derivatives generally
are guaranteed by the clearing agency which is the issuer or counterparty
to such Derivatives. This guarantee usually is supported by a daily
payment system (i.e., variation margin requirements) operated by the
clearing agency in order to reduce overall credit risk. As a result,
unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with Derivatives purchased on an
exchange. By contrast, no clearing agency guarantees over-the-counter
Derivatives. Therefore, each party to an over-the-counter Derivative bears
the risk that the counterparty will default. Accordingly, the Manager will
consider the creditworthiness of counterparties to over-the-counter
Derivatives in the same manner as it would review the credit quality of a
security to be purchased by a Fund. Over-the-counter Derivatives are less
liquid than exchange-traded Derivatives since the other party to the
transaction may be the only investor with sufficient understanding of the
Derivative to be interested in bidding for it.

Futures Transactions--In General. (All Funds) A Fund may enter into
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, if permitted in its Prospectus, 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 opportunities or arbitrage possibilities
not available in the United States. Foreign markets, however, may have
greater risk potential than domestic markets. For example, some foreign
exchanges are principal markets so that no common clearing facility exists
and an investor may look only to the broker for performance of the
contract. In addition, any profits that a 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. Unlike trading on domestic commodity
exchanges, trading on foreign commodity exchanges is not regulated by the
Commodity Futures Trading Commission.

Engaging in these transactions involves risk of loss to a Fund which
could adversely affect the value of the Fund's net assets. Although each
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.

Successful use of futures by a Fund also is subject to the ability of
the Manager to predict correctly movements in the direction of the relevant
market and, to the extent the transaction is entered into for hedging
purposes, to ascertain the appropriate correlation between the transaction
being hedged and the price movements of the futures contract. For example,
if a Fund uses futures to hedge against the possibility of a decline in the
market value of securities held in its portfolio and the prices of such
securities instead increase, 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. Furthermore, if in such
circumstances the Fund has insufficient cash, it may have to sell
securities to meet daily variation margin requirements. A Fund may have to
sell such securities at a time when it may be disadvantageous to do so.

Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a 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. The segregation of such assets will have the effect of limiting
a Fund's ability otherwise to invest those assets.

Specific Futures Transactions. A Fund may purchase and sell stock index
futures contracts. A stock index future obligates a Fund to pay or receive
an amount of cash equal to a fixed dollar amount specified in the futures
contract multiplied by the difference between the settlement price of the
contract on the contract's last trading day and the value of the index
based on the stock prices of the securities that comprise it at the opening
of trading in such securities on the next business day.

A Fund may purchase and sell interest rate futures contracts. An
interest rate future obligates the Fund to purchase or sell an amount of a
specific debt security at a future date at a specific price.

A Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific
currency at a future date at a specific price.

Options--In General. (All Funds) A Fund may purchase and write (i.e.,
sell) call or put options with respect to specific securities. 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, or at a specific date.
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 written by a Fund is a call option with respect
to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written
by a Fund is covered when, among other things, cash or liquid securities
having a value equal to or greater than the exercise price of the option
are placed in a segregated account with the Fund's custodian to fulfill the
obligation undertaken. The principal reason for writing covered call and
put options is to realize, through the receipt of premiums, a greater
return than would be realized on the underlying securities alone. A Fund
receives a premium from writing covered call or put options which it
retains whether or not the option is exercised.

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 of the 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 may otherwise 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.

Specific Options Transactions. A Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of
specific securities) or stock indices listed on national securities
exchanges or traded in the over-the-counter market. An option on a stock
index is similar to an option in respect of specific securities, except
that settlement does not occur by delivery of the securities comprising the
index. Instead, the option holder receives an amount of cash if the
closing level of the stock index upon which the option is based is greater
than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. Thus, the effectiveness of purchasing or
writing stock index options will depend upon price movements in the level
of the index rather than the price of a particular stock.

A Fund may purchase and sell call and put options on foreign currency.
These options convey the right to buy or sell the underlying currency at a
price which is expected to be lower or higher than the spot price of the
currency at the time the option is exercised or expires.

A Fund may purchase cash-settlement options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the
exchange by the Fund with another party of cash flows based upon the
performance of an index or a portion of an index of securities which
usually includes dividends. 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.

Successful use by a Fund of options will be subject to the ability of
the Manager to predict correctly movements in the prices of individual
stocks, the stock market generally or foreign currencies. To the extent
such predictions are incorrect, a Fund may incur losses.

Future Developments. A Fund may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts
and any other Derivatives 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 objective 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 or Statement of Additional
Information.

Forward Commitments. (All Funds) A Fund may purchase securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate that will be
received on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but a Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit 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. 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 commitments will be established and maintained at the Fund's
custodian bank.

Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (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 forward commitment or when-issued basis
may expose a Fund to risks because they may experience such fluctuations
prior to their actual delivery. Purchasing securities on a when-issued
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. Purchasing securities on a forward
commitment or when-issued basis when a 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.

Investment Considerations and Risks

Lower Rated Securities. (Dreyfus Aggressive Value Fund only) The Fund
is permitted to invest in securities rated Ba by Moody's Investors Service,
Inc. ("Moody's") and BB by Standard & Poor's Ratings Group, a division of
The McGraw-Hill Companies, Inc. ("S&P" and with Moody's, the "Rating
Agencies"), and as low as Caa by Moody's or CCC by S&P. Such securities,
though higher yielding, are characterized by risk. See "Description of the
Fund--Investment Considerations and Risks--Lower Rated Securities" in the
Fund's Prospectus for a discussion of certain risks and the "Appendix" for
a general description of the Rating Agencies' 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 Manager's 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. These securities generally are considered by the Rating
Agencies to be, on balance, 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.

Companies that issue 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 portfolio 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 an 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.

Dreyfus Aggressive Value 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 any persons concerning
the acquisition of such securities, and the Manager will review carefully
the credit and other characteristics pertinent to such new issues.

Investment Restrictions

Each Fund has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed, as to a Fund, without
approval by the holders of a majority (as defined in the 1940 Act) of such
Fund's outstanding voting shares. Investment restrictions numbered 11
through 16 are not fundamental policies and may be changed by vote of a
majority of the Company's Board members at any time. No Fund may:

1. Invest more than 5% of its assets in the obligations of any single
issuer, except that up to 25% of the value of the Fund's total assets may
be invested, and securities issued or guaranteed by the U.S. Government, or
its agencies or instrumentalities may be purchased, without regard to any
such limitation.

2. Hold more than 10% of the outstanding voting securities of any
single issuer. This Investment Restriction applies only with respect to
75% of the Fund's total assets.

3. 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.

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

5. 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.

6. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets). For purposes of this Investment Restriction, the
entry into options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing.

7. 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 guidelines established by the Securities and Exchange
Commission and the Company's Board.

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

9. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent the activities permitted in
Investment Restriction Nos. 4, 6, 13 and 14 may be deemed to give rise to a
senior security.

10. 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 indices, and options on
futures contracts or indices.

11. 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.

12. 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.

13. 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 indices, and options on futures contracts or indices.

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

15. 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.

16. Purchase securities of other investment companies, except to the
extent permitted under the 1940 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.

Each Fund may invest, notwithstanding any other investment restriction
(whether or not fundamental), all of its 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 Company may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares in
certain states. Should the Company determine that a commitment is no
longer in the best interest of the Fund and its shareholders, the Company
reserves the right to revoke the commitment by terminating the sale of such
Fund's shares in the state involved.

MANAGEMENT OF THE COMPANY

Board members and officers of the Company, together with information
as to their principal business occupations during at least the last five
years, are shown below. Each Board member who is deemed to be an
"interested person" of the Company, as defined in the 1940 Act, is
indicated by an asterisk.

Board Members of the Company

* JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman
of the Board of various funds in the Dreyfus Family of Funds. For
more than five years prior thereto, he was President, a director and,
until August 1994, Chief Operating Officer of the Manager and
Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and, until
August 24, 1994, the Company's distributor. From August 1994 until
December 31, 1994, he was a director of Mellon Bank Corporation. He
is also Chairman of the Board of Directors of Noel Group, Inc., a
venture capital company; a trustee of Bucknell University; and a
director of The Muscular Dystrophy Association, HealthPlan Services
Corporation, Belding Heminway Company, Inc., a manufacturer and
marketer of industrial threads, specialty yarns, home furnishings and
fabrics, Curtis Industries, Inc. a national distributor of security
products, chemicals and automotive and other hardware, and Staffing
Resources, Inc. He is 52 years old and his address is 200 Park
Avenue, New York, New York 10166.

JOHN M. FRASER, JR., Board Member. President of Fraser Associates, a
service company for planning and arranging corporate meetings and
other events. From September 1975 to June 1978, he was Executive Vice
President of Flagship Cruises, Ltd. Prior thereto, he was Senior Vice
President and Resident Director of the Swedish-American Line for the
United States and Canada. He is 74 years old and his address is 133
East 64th Street, New York, New York 10021.

EHUD HOUMINER, Board Member. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School, Columbia
University. Since January, 1996, principal of Lear, Yavitz and
Associates, a management consulting firm. He was President and Chief
Executive Officer of Philip Morris USA, manufacturers of consumer
products, from December 1988 to September 1990. He also is a Director
of Avnet Inc. He is 55 years old and his address is c/o Columbia
Business School, Columbia University, Uris Hall, Room 526, New York,
New York 10027.

DAVID J. MAHONEY, Board Member. President of David Mahoney Ventures since
1983. From 1968 to 1983, he was Chairman and Chief Executive Officer
of Norton Simon Inc., a producer of consumer products and services.
Mr. Mahoney is also a director of National Health Laboratories Inc.,
Bionaire Inc. and Good Samaritan Health Systems, Inc. He is 72 years
old and his address is 745 Fifth Avenue, Suite 700, New York, New York
10151.

GLORIA MESSINGER, Board Member. From 1981 to 1993, Managing Director and
Chief Executive Officer of ASCAP (American Society of Composers,
Authors and Publishers). She is a member of the Board of Directors of
the Yale Law School Fund and Theater for a New Audience, Inc., and was
secretary of the ASCAP Foundation and served as a Trustee of the
Copyright Society of the United States. She is also a member of
numerous professional and civic organizations. She is 66 years old
and her address is 747 Third Avenue, 11th Floor, New York, New York
10017.

For so long as the Company's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Board members who are
not "interested persons" of the Company, as defined in the 1940 Act, will
be selected and nominated by the Board members who are not "interested
persons" of the Company.

The Company typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of
the Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Company for the fiscal year
ended October 31, 1995, and by all other funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation) for
the year ended December 31, 1995, were as follows:
<TABLE>
<CAPTION>

Total Compensation
From Company and
Aggregate Fund Complex
Name of Board Compensation Paid to Board
Member From Company* Member
<S> <C> <C>

Joseph S. DiMartino $3,476** $448,618 (94)

John M. Fraser, Jr. $4,513 $ 58,606 (12)

Ehud Houminer $4,013 $ 55,405 (12)

David J. Mahoney $ 0 *** $ 47,250 (14)

Gloria Messinger $4,513 $ 5,511 (1)

* Amount does not include reimbursed expenses for attending Board meetings, which amounted to $239
for all Board members as a group.
** Amount for the period from March 31, 1995 (date Mr. DiMartino was elected to the Board) to October 31, 1995.
*** Elected a Board member on December 7, 1995.

</TABLE>

Officers of the Company

MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991, she served
as Vice President and Controller, and later as Senior Vice President,
of The Boston Company Advisors, Inc. She is 38 years old.

JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray. He is 31 years old.

FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to August
1994, he was manager of the High Performance Fabric Division of
Springs Industries Inc. He is 34 years old.

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

ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.

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

JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From 1984 to July 1994, he was Assistant
Vice President in the Mutual Fund Accounting Department of the
Manager. He is 60 years old.

MARGARET PARDO, Assistant Secretary. Legal Assistant with the Distributor
and an officer of other investment companies advised or administered
by the Manager. From June 1992 to April 1995, she was Medical
Coordination Officer at ORBIOS International. Prior to June 1992, she
worked as a Program Coordinator at Physicians World Communications
Group. She is 27 years old.

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

The Company's Board members and officers, as a group, owned less than
1% of each Fund's voting securities outstanding on March 12, 1996.

The following persons are known by the Company to own beneficially 5%
or more of a Fund's outstanding voting securities as of March 12, 1996:
Major Trading Corporation, attn. Maurice Bendrihem, 200 Park Avenue, New
York, New York 10166 - 94.40% of the outstanding shares of Dreyfus Large
Company Growth Fund, 74.76% shares of Dreyfus Large Company Value Fund, and
92.5% of the outstanding shares of Dreyfus Small Company Value Fund;
Allomon Corporation, c/o Mellon Bank, attn: John Gaynord, One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258 - 23.20% of the shares of Dreyfus
Aggressive Growth Fund, 41.47% of the shares of Dreyfus Aggressive Value
Fund, 81.51% of the shares of dreyfus Midcap Value Fund, 41.78% of the
shares of Dreyfus International Value Fund; Bost & Co. Mutual Funds, P.O.
Box 3198, Pittsburgh, Pennsylvania 15230 - 7.97% of the shares of Dreyfus
International Value Fund; Balsa & Co., P.O. Box 1768, Grand Central
Station, New York 10163 - 19.91% of the shares of Dreyfus Aggressive Value
Fund; Dreyfus Trust Company Custodian FBO Jay Kopf, 156 Fifth Avenue, Suite
834, New York, New York 10010 - 5.68% of the shares of Dreyfus Aggressive
Value Fund; Joseph G. Hirschberg TTEE, Joseph G. Hirschberg DTD 5/28/92,
1046 Alfonso Avenue, Coral Gables, Florida 33146 - 14.59% of the shares of
Dreyfus Midcap Value Fund. A shareholder who beneficially owns, directly
or indirectly, more than 25% of a Fund's voting securities may be deemed a
"control person" (as defined in the 1940 Act) of the Fund.

MANAGEMENT AGREEMENT

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

Management Agreement. The Manager provides management services
pursuant to the Management Agreement (the "Agreement") dated August 24,
1994, as amended September 14, 1995, with the Company. As to each Fund,
the Agreement is subject to annual approval by (i) the Company's Board or
(ii) vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of such Fund, provided that in either event the
continuance also is approved by a majority of the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Company or the
Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Agreement was approved by shareholders on
August 5, 1994 in respect of Dreyfus Large Company Growth Fund and Dreyfus
Large Company Value Fund and September 29, 1995 in respect of Dreyfus Small
Company Value Fund, and was last approved by the Company's Board, including
a majority of the Board members who are not "interested persons" of any
party to the Agreement, at a meeting held on March 14, 1996. As to each
Fund, the Agreement is terminable without penalty, on 60 days' notice, by
the Company's Board or by vote of the holders of a majority of such Fund's
shares, or, on not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically, as to the relevant Fund, in the
event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Christopher M. Condron, President, Chief
Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief
Investment Officer and a director; Lawrence S. Kash, Vice Chairman-
- -Distribution and a director; Philip L. Toia, Vice Chairman--Operations and
Administration and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Barbara E. Casey, Vice President-
- -Dreyfus Retirement Services; Elie M. Genadry, Vice President-
- -Institutional Sales; William F. Glavin, Jr., Vice President--Corporate
Development; Mark N. Jacobs, Vice President, General Counsel and Secretary;
Patrice M. Kozlowski, Vice President--Corporate Communications; Mary Beth
Leibig, Vice President--Human Resources; Jeffrey N. Nachman, Vice
President--Mutual Fund Accounting; Andrew S. Wasser, Vice President--
Information Services; Maurice Bendrihem, Controller; Elvira Oslapas,
Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet, Alvin E.
Friedman, Lawrence M. Greene and Julian M. Smerling, directors.

The Manager manages each Fund's investments in accordance with the
stated policies of such Fund, subject to the approval of the Company's
Board. The Manager is responsible for investment decisions, and provides
the Funds with portfolio managers who are authorized by the Board to
execute purchases and sales of securities.

The Fund's portfolio managers are as follows:

Dreyfus Large Company Growth Fund Richard B. Hoey
Jeffrey F. Friedman
Michael L. Schonberg

Dreyfus Aggressive Growth Fund Michael L. Schonberg

Dreyfus Large Company Value Fund Jeffrey F. Friedman
Timothy M. Ghriskey
Richard B. Hoey
Ernest Wiggins

Dreyfus Aggressive Value Fund Timothy M. Ghriskey

Dreyfus Midcap Value Fund David L. Diamond
Peter I. Higgins

Dreyfus Small Company Value Fund David L. Diamond
Jeffrey F. Friedman
Richard B. Hoey
Ernest Wiggins

Dreyfus International Value Fund Sandor Cseh

Dreyfus Emerging Leaders Fund Thomas A. Frank

The Manager also maintains a research department with a professional
staff of portfolio managers and securities analysts who provide research
services for the Funds as well as for other funds advised by the Manager.
All purchases and sales are reported for the Board's review at the meeting
subsequent to such transactions.

The Manager maintains office facilities on behalf of the Funds, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.

From September 29, 1995 through May 23, 1996, The Boston Company Asset
Management ("TBC Asset Management") provided investment advisory assistance
and day-to-day management of Dreyfus Small Company Value Fund's, Dreyfus
Midcap Value Fund's and Dreyfus International Value Fund's investments
pursuant to Sub-Investment Advisory Agreement (the "Sub-Advisory
Agreement"), dated September 14, 1995 between TBC Asset Management and the
Manager.

Expenses. All expenses incurred in the operation of the Company are
borne by the Company, except to the extent specifically assumed by the
Manager. The expenses borne by the Company include: organizational costs,
taxes, interest, loan commitment fees, interest and distributions paid on
securities sold short, brokerage fees and commissions, if any, fees of
Board members who are not officers, directors, employees or holders of 5%
or more of the outstanding voting securities of the Manager or its
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 Company's existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. In addition, Fund shares are
subject to an annual service fee. See "Shareholder Services Plan."
Expenses attributable to a particular Fund are charged against the assets
of that Fund; other expenses of the Company are allocated among the Funds
on the basis determined by the Board, including, but not limited to,
proportionately in relation to the net assets of each Fund.

As compensation for the Manager's services to the Company, the Company
has agreed to pay the Manager a monthly management fee at the annual rate
of 1.00% of the value of Dreyfus International Value Fund's average daily
net assets, .90 of 1% of the value of Dreyfus Emerging Leaders Fund's
average daily net assets and .75 of 1% of the value of each other Fund's
average daily net assets. For the period December 29, 1993 (commencement
of operations) through October 31, 1994 and for the fiscal year ended
October 31, 1995, the management fees payable by each then-existing Fund
and the amounts waived by the Manager were as follows:
<TABLE>
<CAPTION>

Management Reduction
Fund Fee Payable in Fee Net Fee Paid
1994 1995 1994 1995 1994 1995
<S> <C> <C> <C> <C> <C> <C>

Dreyfus Large Company Growth $31,700 $41,416 $31,700 $41,416 $0 $0
Fund

Dreyfus Large Company Value $32,302 $43,242 $32,302 $43,242 $0 $0
Fund

Dreyfus Small Company Value $32,544 $42,383 $32,544 $42,383 $0 $0
Fund

</TABLE>

The remaining Funds in the Company have not completed their first
fiscal year.

As to each Fund, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings 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, the Fund may deduct from the payment to be made
to the Manager under the Agreement, or the Manager will bear, such excess
expense to the extent required by state law. Such deduction or payment, if
any, will be estimated daily, and reconciled and effected or paid, as the
case may be, on a monthly basis.

The aggregate of the fees payable to the Manager is not subject to
reduction as the value of a Fund's net assets increases.

PURCHASE OF SHARES

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

The Distributor. The Distributor serves as each Fund's distributor on
a best efforts basis 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. In some
states, certain financial institutions effecting transactions in Fund
shares may be required to register as dealers pursuant to state law.

Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer purchase orders
may be made at any time. Purchase orders received by 4:00 P.M., New York
time, on any business day that Dreyfus Transfer, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York
Stock Exchange are open for business will be credited to the shareholder's
Fund account on the next bank business day following such purchase order.
Purchase orders made after 4:00 P.M., New York time, on any business day
the Transfer Agent and the New York Stock Exchange are open for business,
or orders made on Saturday, Sunday or any Fund holiday (e.g., when the New
York Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of shares must be drawn on, and redemption
proceeds paid to, the same bank and account as are designated on the
Account Application or Shareholder 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 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.

SHAREHOLDER SERVICES PLAN

The following information supplements and should be read in
conjunction with the section in each Fund's Prospectus entitled
"Shareholder Services Plan."

The Company has adopted a Shareholder Services Plan, pursuant to which
the Company pays the Distributor for the provision of certain services to
each Fund's shareholders. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Company and providing reports and other
information, and services related to the maintenance of such shareholder
accounts. Under the Shareholder Services Plan, the Distributor may make
payments to certain securities dealers, financial institutions and other
financial industry professionals (collectively, "Service Agents") in
respect of these services.

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 Board for its review. In addition, the Shareholder
Services Plan provides that material amendments of the Shareholder Services
Plan must be approved by the Board, and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Company 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. As to each Fund,
the Shareholder Services Plan is subject to annual approval by such vote of
the Board members 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 September 14, 1995. The Shareholder Services Plan is
terminable with respect to each Fund at any time by vote of a majority of
the Board members who are not "interested persons" and who 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.

For the fiscal year ended October 31, 1995, the amounts charged to
each then-existing Fund pursuant to the Shareholder Services Plan were as
follows:

Fund Amount Charged

Dreyfus Large Company Growth Fund $13,805
Dreyfus Large Company Value Fund $14,414
Dreyfus Small Company Value Fund $14,128

The remaining Funds in the company have not completed their first
fiscal year.

Prior Distribution Plan. Effective September 30, 1995, the Company
terminated its then-existing Distribution Plan that had been in effect from
August 24, 1994. That Distribution Plan, adopted pursuant to Rule 12b-1
under the 1940 Act, provided that the Company (i) reimburse the Distributor
for payments to certain Service Agents for distributing shares and (ii) pay
the Manager, Dreyfus Service Corporation or any affiliate for advertising
and marketing relating to the Company and servicing shareholders accounts,
at an aggregate annual rate of .50 of 1% of the value of each Fund's
average daily net assets. For the period November 1, 1994 through
September 30, 1995, the amounts payable by each then-existing Fund pursuant
to such plan were as follows:
<TABLE>
<CAPTION>

Prospectus and
statement of
Advertising, additional
marketing Distribution information Reductions
and expenses expenses due to Net Amount
Fund servicing payable payable undertakings paid
<S> <C> <C> <C> <C> <C>

Dreyfus Large
Company Growth
Fund $24,999 $0 $1,417 $26,416 $0
</TABLE>
<TABLE>
<CAPTION>

Dreyfus Large
Company Value
Fund $25,991 $0 $1,735 $27,726 $0

Dreyfus Small
Company Value
Fund $25,535 $0 $1,948 $27,483 $0

</TABLE>

REDEMPTION OF SHARES

The following information supplements and should be read in
conjunction with the section in each Fund's Prospectus entitled "How to
Redeem 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 and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Company will initiate payment for shares redeemed pursuant
to this Privilege on the next business day after receipt by the Transfer
Agent of the redemption request in proper form. Redemption proceeds
($1,000 minimum) will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Shareholder Services Form, or to a correspondent bank if the
investor's bank is not a member of the Federal Reserve System. 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
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 Company has committed itself to pay in
cash all redemption requests by any shareholder of record of a Fund,
limited in amount during any 90-day period to the lesser of $250,000 or 1%
of the value of such 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 reserves the right to make payments in whole or
in part in securities (which may include non-marketable 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 securities are 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 relevant 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 each Fund's Prospectus entitled
"Shareholder Services."

Fund Exchanges. Shares of 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 in shares of other funds
that are offered 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 request an exchange, shareholders must give exchange instructions
to the Transfer Agent in writing or by telephone. The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless the investor checks the applicable "No" box on the
Account Application, indicating that the investor specifically refuses this
Privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions from any
person representing himself or herself to be the investor, 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 a
personal retirement plan account, the shares exchanged must have a current
value of at least $100.

Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of a 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 described above under "Fund
Exchanges." 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 the investor's 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.

Fund Exchanges and the 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.

Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Company reserves the right to
reject any exchange request in whole or in part. The Fund Exchanges
service or the 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. Automatic Withdrawal may be terminated at any time by the
investor, the Company or the Transfer Agent. Shares for which certificates
have been issued may not be redeemed through the Automatic Withdrawal Plan.

Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from a 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 ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.

Corporate Pension/Profit-Sharing and Retirement Plans. The Company
makes available to corporations a variety of prototype pension and profit-
sharing plans including a 401(k) Salary Reduction Plan. In addition, the
Company makes available Keogh Plans, IRAs, including SEP-IRAs and IRA
"Rollover Accounts," and 403(b)(7) Plans. Plan support services also are
available.

Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a 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 for subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans with only one participant, is ordinarily $750, with no minimum for
subsequent purchases. Individuals who open an IRA also may open a
non-working spousal IRA with a minimum investment of $250.

Each 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 each Fund's Prospectus entitled "How to Buy
Shares."

Valuation of Portfolio Securities. Each Fund's securities, including
covered call options written by a 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 U.S. dollars at the midpoint of
the New York interbank market spot exchange rate as quoted on the day of
such translation or, if no such rate is quoted on such date, such other
quoted market exchange rate as may be determined to be appropriate by the
Manager. Forward currency contracts will be valued at the current cost of
offsetting the contract. If a Fund has to obtain prices as of the close of
trading on various exchanges throughout the world, the calculation of net
asset value may not take place contemporaneously with the determination of
prices of certain of the Funds' securities. Short-term investments are
carried at amortized cost, which approximates value. Expenses and fees,
including the management fee and fees pursuant to the Shareholder Services
Plan, are accrued daily and taken into account for the purpose of
determining the net asset value of a Fund's shares.

Restricted securities, as well as securities or other assets for which
recent market quotations are not readily available, or are not valued by a
pricing service approved by the Board, are valued at fair value as
determined in good faith by the Board. The Board will review the method of
valuation on a current basis. In making their good faith valuation of
restricted securities, the Board members 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 if the Board members 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.

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 each Fund's Prospectus entitled "Dividends,
Distributions and Taxes."

Management of the Company believes that Dreyfus Large Company Growth
Fund, Dreyfus Large Company Value Fund and Dreyfus Small Company Value Fund
have qualified for the fiscal year ended October 31, 1995 as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended
(the "Code"). It is expected that each other Fund will qualify as a
regulated investment company under the Code. Each Fund intends to continue
to so qualify if such qualification is in the best interests of its
shareholders. As a regulated investment company, each 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 distribute at
least 90% of its net income (consisting of net investment income and net
short-term capital gain) to its shareholders, derive less than 30% of its
annual gross income from gain on the sale of securities held for less than
three months, and meet certain asset diversification and other
requirements. 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 a 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.

Depending upon the composition of a Fund's income, the entire amount
or a portion of the dividends paid by such Fund from net investment income
may qualify for the dividends received deduction allowable to qualifying
U.S. corporate shareholders ("dividends received deduction"). In general,
dividend income of a Fund distributed to qualifying corporate shareholders
will be eligible for the dividends received deduction only to the extent
that such Fund's income consists of dividends paid by U.S. corporations.
However, Section 246(c) of the Code provides that if a qualifying corporate
shareholder has disposed of Fund shares not held for 46 days or more and
has received a dividend from net investment income with respect to such
shares, the portion designated by the Fund as qualifying for the dividends
received deduction will not be eligible for such shareholder's dividends
received deduction. In addition, the Code provides other limitations with
respect to the ability of a qualifying corporate shareholder to claim the
dividends received deduction in connection with holding Fund shares.

A 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). A Fund may
make an election under Section 853 of the Code, 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.

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 foreign currencies (including foreign
currency denominated bank deposits) and non-U.S. dollar denominated
securities (including debt instruments and certain forward contracts and
options) may be treated as ordinary income or loss under Section 988 of the
Code. In addition, all or a portion of any gains realized from the sale or
other 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 of the Code. "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.

Under Section 1256 of the Code, any gain or loss realized by a Fund
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 such Fund characterized in the manner described
above.

Offsetting positions held by a 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 Sections 1092
and 1258 of the Code, which, in certain circumstances, overrides or
modifies the provisions of Sections 1256 and 988 of the Code. As such, all
or a portion of any short or long-term capital gain from certain "straddle"
transactions may be recharacterized to ordinary income.

If a 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 of the Code. A 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" and conversion transaction 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" and conversion transaction 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.

If a Fund invests in an entity that is classified as a "passive
foreign investment company" ("PFIC") for federal income tax purposes, the
operation of certain provisions of the Code applying to PFICs could result
in the imposition of certain federal income taxes on the Portfolio. In
addition, gain realized from the sale or other disposition of PFIC
securities may be treated as ordinary income under Section 1291 of the
Code.

PORTFOLIO TRANSACTIONS

The Manager assumes general supervision over placing orders on behalf
of the Company for the purchase or sale of portfolio securities.
Allocation of brokerage transactions, including their frequency, is made in
the best judgment of the Manager 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 Manager's 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 Manager and the Manager's fees are
not reduced as a consequence of the receipt of such supplemental
information. Such information may be useful to the Manager in serving both
the Company and other funds which it advises and, conversely, supplemental
information obtained by the placement of business of other clients may be
useful to the Manager in carrying out its obligations to the Company.

Sales of Fund shares by a broker may be taken into consideration, and
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 the Manager being engaged simultaneously in the purchase or
sale of the same security. Certain of the Funds' transactions in
securities of foreign issuers may not benefit from the negotiated
commission rates available to the Funds for transactions in securities of
domestic issuers. When transactions are executed in the over-the-counter
market, each 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 institutions 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. It is anticipated that in any fiscal year the turnover rate of each
Fund, other than Dreyfus Aggressive Growth Fund and Dreyfus Small Company
Value Fund may approach the 150% level and that the annual turnover rate of
Dreyfus Aggressive Growth Fund and Dreyfus Small Company Value Fund may
exceed 150% and 175%, respectively. The portfolio turnover rate for the
fiscal year ended October 31, 1995 for each then-existing Fund was as
follows: Dreyfus Large Company Growth Fund--86.59%; Dreyfus Large Company
Value Fund--143.61%; Dreyfus Small Company Value Fund--161.01%. In periods
in which extraordinary market conditions prevail, the Manager will not be
deterred from changing a Fund's investment strategy as rapidly as needed,
in which case higher turnover rates can be anticipated which would result
in greater brokerage expenses. The overall reasonableness of brokerage
commissions paid is evaluated by the Manager based upon its knowledge of
available information as to the general level of commissions paid by other
institutional investors for comparable services.

The amounts paid for the fiscal years ended October 31, 1994 and 1995
by each then-existing Fund for brokerage commissions, none of which was
paid to the Distributor, were as follows:
<TABLE>
<CAPTION>

Fund Amount Paid
1994(1) 1995
<S> <C> <C>
Dreyfus Large Company Growth Fund $ 6,813 $11,595
Dreyfus Large Company Value Fund $14,019 $22,859
Dreyfus Small Company Value Fund $57,029 $27,955
________________

1 For the period December 29, 1993 (commencement of operations) through October 31, 1994.
</TABLE>

For the period December 29, 1993 (commencement of operations) through
October 31, 1994, there were no gross spreads and concessions on principal
transactions. For the fiscal year ended October 31, 1995, gross spreads
and concessions were: $30,120 for Dreyfus Large Company Value Fund and
$89,129 for Dreyfus Small Company Value Fund, none of which was paid to
the Distributor.

The Company contemplates that, consistent with the policy of obtaining
the most favorable net price, brokerage transactions may be conducted
through The Dreyfus Corporation or its affiliates, including Dreyfus
Investment Services Corporation. The Company's Board of Directors has
adopted procedures in conformity with Rule 17e-1 under the 1940 Act to
ensure that all brokerage commissions paid to The Dreyfus Corporation or
its affiliates are reasonable and fair. For the fiscal years ended October
31, 1994 and 1995, no brokerage commissions were paid by Dreyfus Large
Company Growth Fund, Dreyfus Large Company Value Fund and Dreyfus Small
Company Value Fund to The Dreyfus Corporation or its affiliates.

PERFORMANCE INFORMATION

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

Performance for each Fund for the period ended February 29, 1996 was
as follows:
<TABLE>
<CAPTION>

Average Annual Average Annual
Aggregate Total Return Total Return Total Return
Since Inception Since Inception(3) One Year

<S> <C> <C> <C>
Dreyfus Large Company Growth Fund(1) 33.60% 14.28% 31.45%
Dreyfus Large Company Value Fund(1) 50.35% 20.67% 44.53%
Dreyfus Small Company Value Fund(1) 34.86% 14.78% 33.45%
Dreyfus Aggressive Growth Fund(2) 67.44% 247.31% -
Dreyfus Aggressive Value Fund(2) 42.24% 134.22% -
Dreyfus Midcap Value Fund(2) 14.11% 37.55% -
Dreyfus International Value Fund(2) 4.82% 12.04% -
Dreyfus Emerging Leaders Fund(2) 35.37% 107.82% -
_______________________________________
(1) Commencement of operations: December 29, 1993.
(2) Commencement of operations: September 29, 1995.
(3) Computations of average total return for periods of less than one year
represent an annualization of the Fund's actual total return.
</TABLE>

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.

Average annual total return is calculated by determining the ending
redeemable value of an investment purchased 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.

From time to time, the Company may compare a Fund's performance
against inflation with the performance of other instruments against
inflation, such as short-term Treasury Bills (which are direct obligations
of the U.S. Government) and FDIC-insured bank money market accounts.

From time to time, advertising materials for each Fund may include
biographical information relating to its portfolio manager, and may refer
to or include commentary by the Fund's portfolio manager relating to
investment strategy, (including "growth" and "value" investing) asset
growth, current or past business, political, economic or financial
conditions and other matters of general interest to investors. In
addition, from time to time, advertising materials for each Fund may
include information concerning retirement and investing for retirement, may
refer to the approximate number of then-current Fund shareholders and may
refer to Lipper or Morningstar ratings and related analysis supporting the
ratings. Advertisements for Dreyfus Emerging Leaders Fund and Dreyfus
Small Company Value Fund also may discuss the potential benefits and risks
of small cap investing.

INFORMATION ABOUT THE FUNDS

The following information supplements and should be read in
conjunction with the section in each 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.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an
investment company, such as the Company, will not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter. Rule 18f-2
further provides that a series shall be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of such series.
The Rule exempts the selection of independent accountants and the election
of Board members from the separate voting requirements of the Rule.

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

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

Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Company's transfer
and dividend disbursing agent. Under a transfer agency agreement with the
Company, the Transfer Agent arranges for the maintenance of shareholder
account records for each Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for each Fund during the month, and is reimbursed for
certain out-of-pocket expenses. The Bank of New York, 90 Washington
Street, New York, New York 10286 is the custodian for Dreyfus International
Value Fund. Mellon Bank, N.A., the Manager's parent, One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258, acts as custodian of Dreyfus Large
Company Growth Fund's, Dreyfus Aggressive Growth Fund's, Dreyfus Large
Company Value Fund's, Dreyfus Aggressive Value Fund's, Dreyfus Midcap Value
Fund's, Dreyfus Small Company Value Fund's and Dreyfus Emerging Leaders
Fund's investments. Under a custody agreement with Dreyfus Large Company
Growth Fund, Dreyfus Aggressive Growth Fund, Dreyfus Large Company Value
Fund, Dreyfus Aggressive Value Fund, Dreyfus Midcap Value Fund, Dreyfus
Small Company Value Fund and Dreyfus Emerging Leaders Fund, Mellon Bank,
N.A. holds each respective Fund's securities and keeps all necessary
accounts and records. For its custody services, Mellon Bank, N.A. receives
a monthly fee based on the market value of each respective Fund's assets
held in custody and receives certain securities transactions charges.
Dreyfus Transfer, Inc. and The Bank of New York or Mellon Bank, N.A., as
applicable, have no part in determining the investment policies of any Fund
or which securities are to be purchased or sold by a Fund.

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

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

APPENDIX

Description of S&P and Moody's ratings:

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.

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.

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 to 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.

Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, 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.

Bonds rated B have a greater vulnerability to default but presently
have 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

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

S&P's letter ratings may be modified by the addition of a plus (+) or
a minus (-) sign designation, which is used to show relative standing
within the major rating categories, except in the AAA (Prime Grade)
category.

Commercial Paper Rating

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. Issues assigned an A rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.

A-1

This designation 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 (+)
designation.

A-2

Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.

A-3

Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

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 generally are 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.

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.

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.

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.

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.

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 the 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
ordinarily will 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.

Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and the requirements
for relatively high financial leverage. Adequate alternate liquidity is
maintained.

DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF INVESTMENTS OCTOBER 31, 1995
COMMON STOCKS--97.6% SHARES VALUE
---------------- -----------------
<S> <C> <C> <C>
CONSUMER DURABLES--1.6% Fuji Photo Film, A.D.R...................... 2,000 $ 98,500
------------------
CONSUMER NON-DURABLES--5.0% Coca-Cola................................... 2,200 158,125
Gillette.................................... 2,000 96,750
International Flavors & Fragrances.......... 1,200 57,900
------------------
312,775
------------------
CONSUMER SERVICES--4.1% Spelling Entertainment Group.............(a) 17,000 221,000
Tele-Communications Liberty Media, Cl. A.(a) 1,250 30,781
------------------
251,781
------------------
ELECTRONIC TECHNOLOGY--23.7% Applied Materials........................(a) 2,400 120,300
Cisco Systems............................(a) 3,000 232,500
Compaq Computer........... ..............(a) 2,400 133,800
Ericsson (LM) Telephone, Cl. B, A.D.R........ 9,600 205,050
Hewlett-Packard............................. 2,200 203,775
LSI Logic................................(a) 4,000 188,500
Micron Technology........................... 4,000 282,500
Storage Technology.......................(a) 4,000 98,500
------------------
1,464,925
------------------
ENERGY--5.9% Anadarko Petroleum.......................... 3,100 134,463
Triton Energy............................... 5,000 233,125
------------------
367,588
------------------
FINANCE--6.7%. American International Group Leaders 2,100 177,188
MGIC Investment............................. 3,100 176,312
Progressive Corp, Ohio...................... 1,500 62,250
------------------
415,750
------------------
HEALTH SERVICES--1.2% United Healthcare........................... 1,400 74,375
------------------

HEALTH TECHNOLOGY--24.4% Abbott Laboratories......................... 3,000 119,250
Amgen....................................(a) 2,400 115,200
Boston Scientific........................(a) 2,800 117,950
Forest Laboratories......................(a) 7,000 289,625
Genzyme-General Division.................(a) 4,200 244,650
Guidant..................................... 6,600 211,200
Roche Holdings, A.D.R....................... 1,900 137,987
Teva Pharmaceutical Industries, A.D.R....... 7,000 274,750
------------------
1,510,612
------------------
INDUSTRIAL SERVICES--1.5% Schlumberger................................ 1,500 93,375
------------------
PROCESS INDUSTRIES--4.5% Grace (W.R.)................................ 5,000 278,750
------------------
PRODUCER MANUFACTURING--4.8% General Electric............................ 1,800 113,850
Raychem..................................... 4,000 185,500
------------------
299,350
------------------
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF INVESTMENTS (continued) OCTOBER 31, 1995
COMMON STOCKS (continued) SHARES VALUE
---------------- ------------------
TECHNOLOGY SERVICES--3.6% Microsoft................................(a) 2,200 $ 220,000
------------------
TRANSPORTATION--5.4% Delta Air Lines............................. 1,500 98,438
Kansas City Southern Industries............. 5,000 233,125
------------------
331,563
------------------
UTILITIES--5.2% MFS Communications.......................(a) 2,000 80,750
Telecomunicacoes Brasileiras S.A., A.D.R.... 2,300 93,150
Vodafone Group, A.D.R....................... 3,600 147,150
------------------
321,050
------------------
TOTAL COMMON STOCKS
(cost $5,042,082)........................... $6,040,394
==================
PRINCIPAL
SHORT-TERM INVESTMENTS--1.6% AMOUNT
----------------
U.S. TREASURY BILLS: 5.15%, 12/14/95............................. $ 80,000 $ 79,502
5.23%, 12/21/95............................. 16,000 15,884
------------------
TOTAL SHORT-TERM INVESTMENTS
(cost $95,392).............................. $ 95,386
==================
TOTAL INVESTMENTS (cost $5,137,474)................................................ 99.2% $6,135,780
================ ==================
CASH AND RECEIVABLES (NET)......................................................... .8% $ 51,632
================ ==================
NET ASSETS......................................................................... 100.0% $6,187,412
================ ==================
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $5,137,474)--see statement............................................ $6,135,780
Cash.......................................................................... 272
Receivable for investment securities sold..................................... 54,591
Dividends and interest receivable............................................. 3,098
Prepaid expenses.............................................................. 22,681
Due from The Dreyfus Corporation.............................................. 4,864
------------------
6,221,286
LIABILITIES:
Due to Distributor............................................................ $ 1,306
Accrued expenses.............................................................. 32,568 33,874
-------------- ------------------
NET ASSETS ...................................................................... $6,187,412
==================
REPRESENTED BY:
Paid-in capital............................................................... $5,235,525
Accumulated undistributed investment income_net............................... 13,834
Accumulated net realized (loss) on investments................................ (60,253)
Accumulated net unrealized appreciation on investments_Note 4................. 998,306
------------------
NET ASSETS at value applicable to 418,296 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)............... $6,187,412
==================
NET ASSET VALUE per share ($6,187,412 / 418,296 shares)........................... $14.79
==================

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $3,167 foreign taxes withheld at source)............. $ 58,885
Interest.................................................................... 18,305
--------------
TOTAL INCOME.......................................................... $ 77,190
EXPENSES:
Management fee--Note 3(a)................................................... $ 41,416
Shareholder servicing costs_Note 3(b,c)..................................... 42,456
Legal fees.................................................................. 18,727
Auditing fees............................................................... 13,516
Registration fees........................................................... 8,564
Organization expenses....................................................... 5,796
Directors' fees and expenses_Note 3(d)................................... 4,126
Prospectus and shareholders' reports_Note 3(b)........................... 2,203
Custodian fees........................................................... 2,103
Miscellaneous............................................................ 1,354
----------------
140,261
Less_expense reimbursement from Manager
due to undertakings_Note 3(a)........................................ 93,057
----------------
TOTAL EXPENSES..................................................... 47,204
------------------
INVESTMENT INCOME--NET............................................. 29,986
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 4................................. $ 57,631
Net unrealized appreciation on investments............................... 729,269
----------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.................... 786,900
------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $816,886
==================

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
------------------------------------
1994* 1995

---------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income--net...................................................... $ 68,916 $ 29,986
Net realized gain (loss) on investments.................................... (117,884) 57,631
Net unrealized appreciation on investments for the year.................... 269,037 729,269
---------------- ------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................... 220,069 816,886
---------------- ------------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income--net..................................................... ---- (85,068)
---------------- ------------------

CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.............................................. 5,053,200 93,703
Dividends reinvested....................................................... ---- 85,068
Cost of shares redeemed.................................................... (17,313) (4,133)
---------------- ------------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................... 5,035,887 174,638
---------------- ------------------
TOTAL INCREASE IN NET ASSETS......................................... 5,255,956 906,456
NET ASSETS:
Beginning of year.......................................................... 25,000 5,280,956
---------------- ------------------
End of year (including undistributed investment income--net
of $68,916 in 1994 and $13,834 in 1995).................................. $5,280,956 $6,187,412
================ ==================
SHARES SHARES
---------------- ------------------
CAPITAL SHARE TRANSACTIONS:
Shares sold................................................................ 404,190 6,814
Shares issued for dividends reinvested..................................... ---- 6,990
Shares redeemed............................................................ (1,367) (331)
---------------- ------------------
NET INCREASE IN SHARES OUTSTANDING....................................... 402,823 13,473
================ ==================
* From December 29, 1993 (commencement of operations) to October 31, 1994.

</TABLE>

See notes to financial statements.
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
FINANCIAL HIGHLIGHTS

Reference is made to page 4 of the Fund's Prospectus dated March 1, 1996.

DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 ("Act") as a diversified open-end management
investment company and operates as a series company currently offering eight
classes of shares of Common Stock, including the Dreyfus Large Company Growth
Fund (the "Series"). Premier Mutual Fund Services, Inc. (the "Distributor")
acts as the distributor of the Fund's shares, which are sold to the public
without a sales charge. The Distributor, located at One Exchange Place,
Boston, Massachusetts 02109, is a wholly-owned subsidiary of FDI Distribution
Services, Inc., a provider of mutual fund administration services, which in
turn is a wholly-owned subsidiary of FDI Holdings, Inc., the parent company
of which is Boston Institutional Group, Inc. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser. The Manager is a direct
subsidiary of Mellon Bank, N.A.
On September 14, 1995, the Fund's Directors approved a change of the
Fund's name, effective October 1, 1995, from "Dreyfus Focus Funds, Inc." to
"Dreyfus Growth and Value Funds, Inc." and the Series was renamed Dreyfus
Large Company Growth Fund.
The Fund accounts separately for the assets, liabilities and operations
of each series. Expenses directly attributable to each series are charged to
that series' operations; expenses which are applicable to all series are
allocated among them on a pro rata basis.
As of October 31, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank,
held 408,937 shares of Dreyfus Large Company Growth Fund.
(A) PORTFOLIO VALUATION: The Series' investments in securities are valued
at the last sales price on the securities exchange on which such securities
are primarily traded or at the last sales price on the national securities
market. Securities not listed on an exchange or the national securities
market, or securities for which there were no transactions, are valued at the
average of the most recent bid and asked prices. Bid price is used when no
asked price is available.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, it is the policy of
the Series not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Series to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.

Dreyfus Large Company Growth Fund
(formerly Dreyfus Large Company Growth Portfolio)_See Note 1
NOTES TO FINANCIAL STATEMENTS (continued)
The Series has an unused capital loss carryover of approximately $60,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to October 31, 1995. If not
applied, the carryover expires in fiscal 2002.
NOTE 2--BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the Series may borrow up to
$2 million under a short-term unsecured line of credit. Interest on
borrowings is charged at rates which are related to Federal Funds rates in
effect from time to time.
During the year ended October 31, 1995, there were no borrowings under
the line of credit.
NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .75 of 1% of the average
daily value of the Series' net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the
Series, exclusive of taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Series, the Series may deduct from payments to be made
to the Manager, or the Manager will bear the amount of such excess to the
extent required by state law. The most stringent state expense limitation
applicable to the Series presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of certain expenses as
described above) exceed 2 1/2% of the first $30 million, 2% of the next $70
million and 1 1/2% of the excess over $100 million of the average value of
the Series' net assets in accordance with California "blue sky" regulations.
However, the Manager had undertaken from November 1, 1994 through December
31, 1994, to assume all expenses of the Series (exclusive of certain expenses
as described above) and thereafter had undertaken through July 10, 1995 to
waive receipt of the management, service and distribution fees. The Manager
has currently undertaken from July 11, 1995 through October 31, 1996 to
reduce the management fee paid by or reimburse such excess expenses of the
Series, to the extent that the Series' aggregate annual expenses (exclusive
of certain expenses as described above) exceed an annual rate of 1.25 of 1%
of the average daily value of the Series' net assets. The expense
reimbursement, pursuant to the undertakings, amounted to $93,057 for the year
ended October 31, 1995.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
(B) Prior to October 1, 1995, the Fund had a Distribution Plan (the
"Plan") adopted pursuant to Rule 12b-1 under the Act, which provided that the
Fund (a) reimburse the Distributor for payments to certain Service Agents for
distributing the Series' shares and (b) pay the Manager, Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and any affiliate of
either of them for advertising and marketing relating to the Series, at an
aggregate annual rate of .50 of 1% of the value of the Series' average daily
net assets. The Distributor paid one or more Service Agents in respect of
distribution services. The Distributor determined the amounts, if any, to be
paid to Service Agents under the Plan and the basis on which such payments
are made. The fees payable under the Plan are payable without regard to
actual expenses incurred. The Plan also separately provided for the Fund to
bear the costs of preparing, printing Dreyfus Large Company Growth Fund
(formerly Dreyfus Large Company Growth Portfolio)_See Note 1
NOTES TO FINANCIAL STATEMENTS (continued)
and distributing certain of the Fund's prospectuses and statements of
additional information and costs associated with implementing and operating
the Plan, not to exceed the greater of $100,000 or .005 of 1% of the Series'
average daily net assets for any full fiscal year. For the period from
November 1, 1994 to September 30, 1995, the Series was charged $26,416 pur-
suant to the Plan. Effective October 1, 1995, the Fund's Plan was terminated.
(C) Under the Shareholder Services Plan, the Series pays the Distributor
at an annual rate of .25 of 1% of the value of the Series' average daily net
assets for the provision of certain services. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Series and providing reports and other
information, and services related to the maintenance of shareholder accounts.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the year ended October 31, 1995, the Series was charged an
aggregate of $13,805 pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation. Prior to September 14, 1995, the annual fee was $3,000 and the
attendance fee was $250.
NOTE 4--SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended October 31, 1995,
amounted to $4,634,959 and $4,503,725, respectively.
At October 31, 1995, accumulated net unrealized appreciation on
investments was $998,306, consisting of $1,136,114 gross unrealized
appreciation and $137,808 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS LARGE COMPANY GROWTH FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Large Company Growth Fund
(formerly Dreyfus Large Company Growth Portfolio), one of the Series
constituting Dreyfus Growth and Value Funds, Inc., as of October 31, 1995,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended, and financial highlights for each of the years indicated therein.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1995 by correspondence with the custodian.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Large Company Growth Fund at October 31, 1995, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.

(Ernst & Young, LLP signature logo)

New York, New York
December 7, 1995

<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF INVESTMENTS FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS_108.7% SHARES VALUE
________ ________
<S> <C> <C>
COMMERCIAL SERVICES_4.4%......... META Group 8,000 $194,000
Quintel Entertainment.................. 30,000 311,250
_________
505,250
_________
COMPUTER
SOFTWARE/SERVICES_.6% Engineering Animation.................... 2,500 64,375
_________
CONSUMER
NON-DURABLES_ 12.5% Revlon, Cl. A............................ 10,000 276,250
Ultrafem............................... 45,000 669,375
Vista 2000......................... (a) 40,000 475,000
_________
1,420,625
_________
CONSUMER SERVICES_5.8%... Cinar Films, Cl. B (a) 6,500 97,500
Extended Stay America.................. 2,500 58,125
Koo Koo Roo........................ (a) 30,000 247,500
U.S. Satellite Broadcasting, Cl. A..... 8,000 260,000
_________
663,125
_________
ELECTRONIC
TECHNOLOGY_ 11.1% Advanced Photonix, Cl. A... ....(a) 85,000 244,375
Cree Research...................... (a) 14,000 211,750
IDX Systems............................ 5,000 158,750
Visioneer.............................. 4,000 68,000
Voice Control Systems................ (a) 44,000 574,750
_________
1,257,625
_________
FINANCE_6.2%.. American Medical Technologies (a) 200,000 237,500
Amerin................................. 2,000 52,500
ASTA Funding........................... 40,000 190,000
Capmac Holdings........................ 4,000 97,000
Contifinancial......................... 5,000 128,750
_________
705,750
_________
HEALTH SERVICES_ 20.9%.. Complete Management 36,000 315,000
Core............................ (a) 20,000 207,500
IMPATH................................. 900 14,062
Northstar Health Services ......(a) 15,500 79,438
On-Gard Systems.................. (a) 55,000 446,875
Oncormed....................... (a) 35,000 271,250
Pace Health Management Systems......... 65,000 349,375
Pharmaceutical Product Development..... 7,000 189,875
Physician Support Systems.............. 5,000 88,750
Renal Care Group....................... 15,000 412,500
_________
2,374,625
_________
HEALTH TECHNOLOGY_ 16.2%..... Conceptus 3,500 69,125
Fuisz Technologies..................... 13,000 312,000
Heartstream............................ 10,000 147,500

DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
__________ __________

HEALTH
TECHNOLOGY (CONTINUED) Hemacare............................. (a) 45,000 $157,500
Macrochem........................... (a) 45,000 306,562
Neopharm............................... 35,000 293,125
Neopharm (Warrants).................... 12,500 37,500
Neuromedical Systems................... 8,000 161,000
Oncor................................ (a) 70,000 363,125
_________
1,847,437
_________
INSURANCE_ 3.2%....... RISCORP, Cl. A 17,000 365,500
_________
PROCESS INDUSTRIES_3.7% Chromatics Color Sciences .(a) 50,000 418,750
_________
PRODUCER
MANUFACTURING_2.8% Motorcar Parts & Accessories...... (a) 25,000 318,750
_________
RETAIL_.5%........ Mossimo 2,100 51,450
_________
TECHNOLOGY SERVICES_ 18.2%... Citrix Systems 4,800 208,800
Cybercash.............................. 1,200 60,300
Cylink................................. 5,500 129,250
Documentum............................. 4,000 155,000
Gensym................................. 19,000 304,000
Learning Tree International............ 10,000 167,500
Mercury Interactive................. .(a) 20,000 325,000
Objective System Integrators........... 6,000 246,000
Raptor Systems......................... 3,000 95,250
Red Brick Systems...................... 5,000 255,000
SQA 4,500 121,500
_________
2,067,600
_________
UTILITIES_2.6%........... Amnex (a) 75,000 295,313
_________

TOTAL INVESTMENTS (cost $10,003,269) ............................... 108.7% $12,356,175
======== ============
LIABILITIES, LESS CASH AND RECEIVABLES (8.7%) $ (991,156)
======== ============
NET ASSETS.................................................................. 100.0% $11,365,019
======== ============
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.

See notes to financial statements.

DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 1996 (UNAUDITED)
ASSETS:
Investments in securities, at value
(cost $10,003,269)_see statement...................................... $12,356,175
Cash.................................................................... 566,413
Receivable for investment securities sold............................... 20,938
Receivable for shares of Common Stock subscribed........................ 10,000
Interest receivable..................................................... 897
Prepaid expenses........................................................ 1,026
Due from The Dreyfus Corporation........................................ 101
__________-
12,955,550
LIABILITIES:
Due to Distributor...................................................... $ 1,705
Payable for investment securities purchased............................. 1,481,774
Bank loans payable_Note 2............................................... 82,000
Interest payable........................................................ 2,305
Accrued expenses........................................................ 22,747 1,590,531
_________ ___________
NET ASSETS.................................................................. $11,365,019
============
REPRESENTED BY:
Paid-in capital......................................................... $ 8,714,002
Accumulated investment (loss)........................................... (21,159)
Accumulated undistributed net realized gain on investments
and securities sold short............................................. 319,270
Accumulated net unrealized appreciation on investments_Note 4(b)........ 2,352,906
___________
NET ASSETS at value applicable to 543,089 outstanding shares of
Common Stock equivalent to $20.93 per share (100 million shares
of $.001 par value authorized).......................................... $11,365,019
============

See notes to financial statements.

DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996
(UNAUDITED)
INVESTMENT INCOME:
INCOME:
Interest.............................................................. $ 6,986
Cash dividends........................................................ 350
________
TOTAL INCOME.................................................... $ 7,336
EXPENSES:
Management fee_Note 3(a)............................................. 13,661
Legal fees............................................................ 18,359
Shareholder servicing costs_Note 3(b)................................. 6,526
Interest_Note 2....................................................... 5,015
Auditing fees......................................................... 4,014
Registration fees..................................................... 3,292
Custodian fees........................................................ 2,177
Directors' fees and expenses_Note 3(c)................................ 1,456
Prospectus and shareholders' reports.................................. 1,157
Miscellaneous......................................................... 857
________
TOTAL EXPENSES.................................................. 56,514
Less_expense reimbursement from Manager
due to undertaking_Note 3(a)...................................... 28,019
________
NET EXPENSES.................................................... 28,495
________
INVESTMENT (LOSS)............................................... (21,159)
________
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments_Note 4(a):
Long transactions..................................................... $278,595
Short sale transactions............................................... 40,675
________
NET REALIZED GAIN..................................................... 319,270
Net unrealized appreciation on investments.............................. 2,352,906
________
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 2,672,176
________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $2,651,017
==========

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996
(UNAUDITED)
<S> <C>
OPERATIONS:
Investment (loss)......................................................................... $ (21,159)
Net realized gain on investments.......................................................... 319,270
Net unrealized appreciation on investments for the period................................. 2,352,906
___________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................... 2,651,017
___________
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................................. 9,264,990
Cost of shares redeemed................................................................... (550,988)
___________
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.................................. 8,714,002
___________
TOTAL INCREASE IN NET ASSETS........................................................ 11,365,019
NET ASSETS:
Beginning of period....................................................................... ___
___________
End of period [including accumulated investment (loss);
($21,159) on February 29, 1996]......................................................... $11,365,019
============

SHARES
______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................... 571,863
Shares redeemed........................................................................... (28,774)
___________
NET INCREASE IN SHARES OUTSTANDING...................................................... 543,089
============

See notes to financial statements.
</TABLE>
DREYFUS AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
Reference is made to page 4 of the Fund's Prospectus dated April 10, 1996.

DREYFUS AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1_SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Company") is registered under
the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company and operates as a series company currently
offering eight series, including the Dreyfus Aggressive Growth Fund (the
"Fund") which commenced operations on September 29, 1995. The Fund's
investment objective is capital appreciation. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser. The Manager is a direct
subsidiary of Mellon Bank, N.A. Premier Mutual Fund Services, Inc. (the
"Distributor") acts as the distributor of the Fund's shares, which are sold
to the public without a sales charge.
The Company accounts separately for the assets, liabilities and
operations of each fund. Expenses directly attributable to each fund are
charged to that fund's operations; expenses which are applicable to all
series are allocated among them on a pro rata basis.
As of February 29, 1996, Allomon Corporation, a subsidiary of Mellon Bank
Investments Corporation, the parent company of which is Mellon Bank, held
160,000 shares of the Fund.
(A) PORTFOLIO VALUATION: The Fund's investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a
regulated investment company, if such qualification is in the best interests
of its shareholders, by complying with the applicable provisions of the
Internal Revenue Code, and to make distributions of taxable income sufficient
to relieve it from substantially all Federal income and excise taxes.
NOTE 2_BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the Fund may borrow up to $2
million under a short-term unsecured line of credit. Interest on borrowings
is charged at rates which are related to Federal Funds rates in effect from
time to time. Outstanding borrowings on February 29, 1996 under the line of
credit amounted to $82,000, at an annualized rate of 7.18%.

DREYFUS AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
The average daily amount of short-term debt outstanding during the period
ended February 29, 1996 was approximately $155,000,
with a related weighted average annualized interest rate of 6.51%. The
maximum amount of such debt outstanding at any time during the period ended
February 29, 1996, was $1,188,000.
NOTE 3_MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .75 of 1% of the value
of the Fund's average daily net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also contemplates dividends
and interest accrued on securities sold short) and extraordinary expenses,
exceed the expense limitation of any state having jurisdiction over the Fund,
the Fund may deduct from payments to be made to the Manager, or the Manager
will bear the amount of such excess to the extent required by state law. The
most stringent state expense limitation applicable to the Fund presently
requires reimbursement of expenses in any full fiscal year that such expenses
(exclusive of certain expenses as described above) exceed 21\2% of the first
$30 million, 2% of the next $70 million and 11\2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. The Manager has currently undertaken from
September 29, 1995 through August 31, 1996 to reduce the management fee paid
by or reimburse such excess expenses of the Fund, to the extent that the
Fund's aggregate annual expenses (exclusive of certain expenses as described
above) exceed an annual rate of 1.25 of 1% of the value of the Fund's average
daily net assets. The expense reimbursement, pursuant to the undertaking,
amounted to $28,019 for the period ended February 29, 1996.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $677 for the period from December
1, 1995 through February 29, 1996.
(B) Under the Shareholder Services Plan, the Fund pays the Distributor at
an annual rate of .25 of 1% of the value of the Fund's average daily net
assets for the provision of certain services. 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.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended February 29, 1996, the Fund was charged an
aggregate of $4,554 pursuant to the Shareholder Services Plan.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.

DREYFUS AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(D) BROKERAGE COMMISSIONS: For the period ended February 29, 1996, the
Fund incurred total brokerage commissions of $14,604,
of which $90 was paid to Dreyfus Investment Services Corporation, a
subsidiary of Mellon Bank Corporation.
NOTE 4_SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities, during the period
ended February 29, 1996 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
____________ __________
<S> <C> <C>
Long transactions................................................ $12,877,123 $3,152,354
Short sale transactions.......................................... 189,075 229,750
____________ __________
TOTAL.......................................................... $13,066,198 $3,382,104
=========== ============
</TABLE>
The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at
current market value. The Fund would incur a loss 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 would realize a gain if the
price of the security declines between those dates. Until the Fund replaces
the borrowed security, the Fund will maintain daily, a segregated account
with a broker and/or custodian, of cash and/or U.S. Government securities
sufficient to cover its short position. At February 29, 1996, there were no
securities sold short outstanding.
(B) At February 29, 1996, accumulated net unrealized appreciation on
investments was $2,352,906, consisting of $2,711,565 gross unrealized
appreciation and $358,659 gross unrealized depreciation.
At February 29, 1996, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF INVESTMENTS OCTOBER 31, 1995
COMMON STOCKS--100.1% SHARES VALUE
------------ ------------
<S> <C> <C> <C>
COMMERCIAL SERVICES--1.5% Sensormatic Electronics..................... 4,800 $ 102,600
----------
CONSUMER CYCLICAL--1.9% Fila Holding S.P.A., A.D.R.................. 3,000 129,375
----------
CONSUMER DURABLES--3.4% Eastman Kodak .............................. 1,800 112,725
Ford Motor.............................. 4,000 115,000
----------
227,725
----------
CONSUMER NON-DURABLES--9.5% First Brands............................ 2,500 114,375
Jones Apparel Group...................(a) 3,400 116,450
McCormick & Co. (non-voting)............ 4,900 121,275
Philip Morris Cos. ..................... 2,200 185,900
RJR Nabisco Holdings.................... 3,040 93,480
----------
631,480
----------
CONSUMER SERVICES--3.2% Grand Casinos............................(a) 2,800 111,300
Wendy's International................... 5,100 101,363
----------
212,663
----------
CREDIT CYCLICAL--1.6% Masco 3,900 109,688
----------
ELECTRICAL EQUIPMENT--1.7% Westinghouse Electric 8,000 113,000
----------
ELECTRONIC TECHNOLOGY--12.5% Amdahl...............................(a) 11,600 107,300
Applied Materials (a) 2,200 110,275
Creative Technologies.................(a) 8,500 98,813
Digital Equipment.....................(a) 2,100 113,662
EMC..................................(a) 6,500 100,750
International Business Machines......... 2,000 194,500
Texas Instruments....................... 1,600 109,200
----------
834,500
----------
ENERGY MINERALS--7.5% Amerada Hess 2,300 103,788
Exxon.................................. 1,500 114,562
Mobil.................................. 1,100 110,825
Repsol, S.A., A.D.R. ................... 1,900 56,287
Texaco.................................. 1,700 115,812
----------
501,274
----------
FINANCE--11.9% ACE........................... 3,300 112,200
Beneficial.............................. 2,200 107,800
Citicorp................................ 1,700 110,288
Dean Witter, Discover & Co.............. 2,000 99,500
Finova Group............................ 2,500 113,125
PMI Group............................... 2,300 110,400
Prudential Reinsurance Holding.......... 7,000 142,625
----------
795,938
----------
HEALTH TECHNOLOGY--11.6% Bristol-Myers Squibb..................... 3,900 297,375
Guidant.............................. ... 5,291 169,312

Dreyfus Large Company Value Fund
(formerly Dreyfus Large Company Value Portfolio)_See Note 1
Statement of Investments (continued) October 31, 1995
Common Stocks (continued) Shares Value
------------ ------------
HEALTH TECHNOLOGY (CONTINUED) Rhone Poulenc Rorer......................... 2,400 $ 113,100
Sandoz AG, A.D.R............................ 146 120,477
Schering-Plough............................. 1,400 75,075
----------
775,339
----------
HEALTH SERVICES--2.2% Total Renal Care Holdings.................... 7,100 144,663
----------
INDUSTRIAL SERVICES--1.6% ENSCO International......................(a) 6,200 104,625
----------
NON-ENERGY MINERALS--1.7% Phelps Dodge................................ 1,800 114,075
----------
PROCESS INDUSTRIES--5.1% James River................................. 3,500 112,437
Monsanto.................................... 1,100 115,225
Praxair..................................... 4,300 116,100
----------
343,762
----------
PRODUCER MANUFACTURING--3.5% Olin........................................ 1,700 108,800
Philips Electronics, N.V.................... 3,300 127,462
----------
236,262
----------
RETAIL TRADE--4.6% Intimate Brands, Cl. A...................... 6,500 108,875
Price/Costco.......................... (a) 6,500 110,500
Tandy................................... 1,800 88,875
----------
308,250
----------
TRANSPORTATION--2.1% Illinois Central, Ser. A................ 700 26,775
Tidewater............................... 4,200 110,775
----------
137,550
----------
UTILITIES--13.0% AT&T....................... 1,000 64,000
Ameritech............................... 2,100 113,400
Century Telephone Enterprises........... 3,700 107,300
Entergy................................. 4,100 116,850
GTE..................................... 2,500 103,125
Public Service Company of Colorado...... 3,300 112,613
SBC Communications...................... 1,900 106,162
Texas Utilities......................... 3,100 113,925
TransCanada Pipelines................... 2,500 33,438
----------
870,813
----------
TOTAL INVESTMENTS (cost $6,373,158)............................................ 100.1% $6,693,582
======= ==========
LIABILITIES, LESS CASH AND RECEIVABLES......................................... (.1%) $ (6,479)
======= ==========
NET ASSETS..................................................................... 100.0% $6,687,103
======= ==========
</TABLE>

NOTE TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $6,373,158)--see statement...................................... $6,693,582
Cash.................................................................... 267,631
Receivable for investment securities sold............................... 478,108
Dividends and interest receivable....................................... 5,261
Prepaid expenses........................................................ 22,018
Due from The Dreyfus Corporation........................................ 5,026
----------
7,471,626
LIABILITIES:
Payable for investment securities purchased............................. $746,280
Net unrealized depreciation on foward currency
exchange contracts_Note 4(a).......................................... 1,330
Accrued expenses........................................................ 36,913 784,523
--------- ----------
NET ASSETS ................................................................ $6,687,103
==========
REPRESENTED BY:
Paid-in capital......................................................... $5,428,829
Accumulated undistributed investment income_net......................... 70,159
Accumulated undistributed net realized gain on investments.............. 869,021
Accumulated net unrealized appreciation on investments and
foreign currency transactions_Note 4(b)............................... 319,094
----------
NET ASSETS at value applicable to 432,494 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $6,687,103
==========
NET ASSET VALUE per share ($6,687,103 / 432,494 shares)..................... $15.46
=======

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $1,891 foreign taxes withheld at source)....... $130,029
Interest.............................................................. 12,241
--------
TOTAL INCOME.................................................... $ 142,270
EXPENSES:
Management fee--Note 3(a)............................................. 43,242
Shareholder servicing costs_Note 3(b,c)............................... 44,105
Legal fees............................................................ 19,747
Auditing fees......................................................... 15,282
Registration fees..................................................... 9,739
Organization expenses................................................. 5,425
Directors' fees and expenses_Note 3(d)................................ 4,384
Prospectus and shareholders' reports.................................. 3,310
Custodian fees........................................................ 2,753
Miscellaneous......................................................... 1,315
--------
149,302
Less_expense reimbursement from Manager
due to undertakings_Note 3(a)..................................... 101,479
--------
TOTAL EXPENSES.................................................. 47,823
---------
INVESTMENT INCOME--NET.......................................... 94,447
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 4(a)........................... $924,046
Net unrealized appreciation on investments and foreign currency transactions 318,810
--------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 1,242,856
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $1,337,303
==========

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
----------------------------
1994* 1995
------------ ------------
<S> <C> <C>
OPERATIONS:
Investment income--net.................................................. $ 106,661 $ 94,447
Net realized gain (loss) on investments................................. (55,025) 924,046
Net unrealized appreciation on investments for the year................. 284 318,810
------------ ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 51,920 1,337,303
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... -- (130,949)
------------ ------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 5,101,555 224,848
Dividends reinvested.................................................... -- 130,949
Cost of shares redeemed................................................. (10,077) (43,446)
------------ ------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 5,091,478 312,351
------------ ------------
TOTAL INCREASE IN NET ASSETS...................................... 5,143,398 1,518,705
NET ASSETS:
Beginning of year....................................................... 25,000 5,168,398
------------ ------------
End of year (including undistributed investment income_net:
$106,661 in 1994 and $70,159 in 1995)................................. $5,168,398 $6,687,103
============ ============
SHARES SHARES
------------ ------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 407,991 15,585
Shares issued for dividends reinvested.................................. -- 11,116
Shares redeemed......................................................... (774) (3,424)
------------ ------------
NET INCREASE IN SHARES OUTSTANDING.................................... 407,217 23,277
============ ============
*From December 29, 1993 (commencement of operations) to October 31, 1994.

</TABLE>

See notes to financial statements.
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
FINANCIAL HIGHLIGHTS

Reference is made to page 4 of the Fund's Prospectus dated March 1, 1996.

DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 ("Act") as a diversified open-end management
investment company and operates as a series company currently offering eight
series, including the Dreyfus Large Company Value Fund (the "Series").
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public without a
sales charge. The Distributor, located at One Exchange Place, Boston,
Massachusetts 02109, is a wholly-owned subsidiary of FDI Distribution
Services, Inc., a provider of mutual fund administration services, which in
turn is a wholly-owned subsidiary of FDI Holdings, Inc., the parent company
of which is Boston Institutional Group, Inc. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser. The Manager is a direct
subsidiary of Mellon Bank, N.A.
On September 14, 1995, the Fund's Directors approved a change of the
Fund's name, effective October 1, 1995, from "Dreyfus Focus Funds, Inc." to
"Dreyfus Growth and Value Funds, Inc." and the Series was renamed Dreyfus
Large Company Value Fund.
The Fund accounts separately for the assets, liabilities and operations
of each series. Expenses directly attributable to each series are charged to
that series' operations; expenses which are applicable to all series are
allocated among them on a pro rata basis.
As of October 31, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank,
held 412,920 shares of Dreyfus Large Company Value Fund.
(A) PORTFOLIO VALUATION: The Series' investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency
gains or losses realized on securities transactions, the difference between
the amounts of dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains and losses arise from
changes in the value of assets and liabilities other than investments in
securities, resulting from changes in exchange rates. Such gains and losses
are included with net realized and unrealized gain or loss on investments.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Series not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Series to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2--BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the Series may borrow up to
$2 million under a short-term unsecured line of credit. Interest on
borrowings is charged at rates which are related to Federal Funds rates in
effect from time to time.
During the year ended October 31, 1995, there were no borrowings under
the line of credit.
NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .75 of 1% of the average
daily value of the Series' net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the
Series, exclusive of taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Series, the Series may deduct from payments to be made
to the Manager, or the Manager will bear the amount of such excess to the
extent required by state law. The most stringent state expense limitation
applicable to the Series presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of certain expenses as
described above) exceed 2 1/2% of the first $30 million, 2% of the next $70
million and 1 1/2% of the excess over $100 million of the average value of the
Series' net assets in accordance with California "blue sky" regulations.
However, the Manager had undertaken from November 1, 1994 through December
31, 1994, to assume all expenses of the Series (exclusive of certain expenses
as described above) and thereafter had undertaken through July 10, 1995 to
waive receipt of the management, service and distribution fees. The Manager
has currently undertaken from July 11, 1995 through October 31, 1996 to
reduce the management fee paid by or reimburse such excess expenses of the
Series, to the extent that the Series' aggregate annual expenses (exclusive
of certain expenses as described above) exceed an annual rate of 1.25 of 1%
of the average daily value of the Series' net assets. The expense
reimbursement, pursuant to the undertakings, amounted to $101,479 for the
year ended October 31, 1995.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
(B) Prior to September 30, 1995, the Fund had a Distribution Plan (the
"Plan") adopted pursuant to Rule 12b-1 under the Act, which provided that the
Fund (a) reimburse the Distributor for payments to certain Service Agents for
distributing the Series' shares and (b) pay the Manager, Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and any affiliate of
either of them for advertising and marketing relating to the Series, at an
aggregate annual rate of .50 of 1% of the value of the Series' average daily
net assets. Under the Plan, the Distributor was permitted to pay one or more
Service Agents in respect of distribution services. The Distributor
determined the amounts, if any, to be paid to Service Agents under the Plan
and the basis on which such payments were made. The fees payable under the
Plan were payable without regard to actual expenses incurred. The Plan also
separately provided for the Fund to bear the costs of preparing, printing and
distributing certain of the Fund's prospectuses and statements of additional
information and costs associated with implementing and operating the Plan,
not to exceed the greater of $100,000 or .005 of 1% of the Series' average
daily net assets for any full fiscal year. For the period from November 1,
1994 to September 30, 1995, the Series was charged $27,726 pursuant to the
Plan. Effective September 30, 1995, the Fund's Plan was terminated.
(C) Under the Shareholder Services Plan, the Series pays the Distributor
at an annual rate of .25 of 1% of the value of the Series' average daily net
assets for the provision of certain services. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Series and providing reports and other
information, and services related to the maintenance of shareholder accounts.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the year ended October 31, 1995, the Series was charged an
aggregate of $14,414 pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation. Prior to September 14, 1995, the annual fee was $3,000 and the
attendance fee was $250.
NOTE 4--SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended October 31, 1995,
amounted to $8,474,209 and $7,967,832, respectively.
The following summarizes open forward currency contracts at October 31, 1995;
<TABLE>
<CAPTION>

U.S. DOLLAR UNREALIZED
FORWARD CURRENCY SALE CONTRACTS PROCEEDS VALUE (DEPRECIATION)
- ----------------------------------- ---------- ---------- -------------
<S> <C> <C> <C>
Swiss Francs, expiring 12/18/95......................... $90,000 $91,330 ($1,330)
=========
</TABLE>

The Fund enters into forward currency exchange contracts in order to hedge
its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings. When executing forward currency exchange contracts, the
Series is obligated to buy or sell a foreign currency at a specified rate on a
certain date in the future. With respect to sales of forward currency exchange
contracts, the Fund would incur a loss if the value of the contract increases
between the date the forward contract is opened and the date the forward
contract is closed. The Series realizes a gain if the value of the contract
decreases between those dates. With respect to purchases of forward currency
exchange contracts, the Series would incur a loss if the value of the contract
decreases between the date the forward contract is opened and the date the
forward contract is closed. The Series realizes a gain if the value of the
contract increases between those dates. The Series is also exposed to credit
risk associated with counter party nonperformance on these forward currency
exchange contracts which is typically limited to the unrealized gains on such
contracts that are recognized in the Statement of Assets and Liabilities.
(B) At October 31, 1995, accumulated net unrealized appreciation on
investments was $319,094, consisting of $457,296 gross unrealized
appreciation and $138,202 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS LARGE COMPANY VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Large Company Value Fund
(formerly Dreyfus Large Company Value Portfolio), one of the Series
constituting Dreyfus Growth and Value Funds, Inc., as of October 31, 1995,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended, and financial highlights for each of the years indicated therein.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1995 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Large Company Value Fund at October 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.

(Ernst & Young LLP signature logo)

New York, New York
December 7, 1995

<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF INVESTMENTS FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS-95.1% SHARES VALUE
______ ______
<S> <C> <C>
COMMERCIAL SERVICES-1.9%.......... META Group (a) 5,000 $ 121,250
_____
CONSUMER DURABLES-3.6%............ Chrysler 2,100 118,388
Eastman Kodak.......................... 1,600 114,400
_____
232,788
_____
CONSUMER
NON-DURABLES-6.5% Fila Holdings S.P.A., A.D.R. 2,400 131,400
Kimberly-Clark......................... 1,500 114,562
Mossimo................................ 2,100 51,450
Philip Morris.......................... 1,200 118,800
_____
416,212
_____
CONSUMER SERVICES-3.4%..... Chancellor, Cl. A 2,500 51,250
Circus Circus Enterprises............ (a) 3,400 108,375
Extended Stay America.................. 2,500 58,125
_____
217,750
_____
ELECTRONIC
TECHNOLOGY-11.9%................Boeing 1,500 121,688
Digital Equipment.................... (a) 1,600 115,200
Hewlett-Packard........................ 1,200 120,900
International Business Machines........ 1,100 134,887
Perkin-Elmer........................... 2,300 105,800
Storage Technology................... (a) 4,300 130,075
Visioneer............................ (a) 2,400 40,800
_____
769,350
_____
ENERGY MINERALS-3.6%............ Amerada Hess 2,200 113,300
Texaco................................. 1,500 119,625
_____
232,925
_____
FINANCE-9.1%........... Aetna Life & Casualty 1,500 113,438
Alexander & Alexander Services......... 6,600 122,925
CIGNA.................................. 900 106,650
ContiFinancial......................... 4,700 121,025
FINOVA Group........................... 2,300 122,762
_____
586,800
_____
HEALTH SERVICES-9.6%..............Humana (a) 4,400 107,800
IMPATH................................. 600 9,375
Pharmaceutical Product Development..... 6,000 162,750
PhyMatrix.............................. 6,400 144,000
Physician Support Systems.............. 2,500 44,375
Renal Care Group....................... 5,500 151,250
_____
619,550
_____

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______
HEALTH TECHNOLOGY-13.8%... Astra AB, Series A 2,850 $ 130,599
Baxter International................... 2,800 128,100
Conceptus.............................. 3,500 69,125
Heartstream............................ 7,000 103,250
Neuromedical Systems................... 5,400 108,675
Physio-Control International........... 5,400 109,350
Sandoz AG.............................. 133 124,850
Warner-Lambert......................... 1,200 118,650
_____
892,599
_____
PROCESS INDUSTRIES-3.7%........... Monsanto 900 121,162
Praxair................................ 3,400 117,300
_____
238,462
_____
PRODUCER
MANUFACTURING-5.3%.............. AlliedSignal 2,300 127,938
General Electric....................... 1,300 98,150
Olin................................... 1,400 115,850
_____
341,938
_____
RETAIL TRADE-4.2%................. Eckerd (a) 2,800 125,650
Wilmar Industries...................... 7,500 142,500
_____
268,150
_____
TECHNOLOGY SERVICES-6.6%...........CyberCash 800 40,200
...Cylink 3,500 82,250
Documentum............................. 1,500 58,125
Learning Tree International.......... (a) 6,500 108,875
Objective Systems Integrators.......... 2,500 102,500
Raptor Systems......................... 1,000 31,750
_____
423,700
_____
TRANSPORTATION-3.4%..... Eagle USA Airfreight 5,000 140,000
Tidewater.............................. 2,400 81,900
_____
221,900
_____
UTILITIES-8.5%..................... AT&T 1,700 108,162
Ameritech.............................. 1,900 109,488
Entergy................................ 4,000 113,500
....GTE 2,400 102,900
Texas Utilities........................ 2,900 117,087
_____
551,137
_____
TOTAL COMMON STOCKS
(cost $5,222,712).................... $6,134,511
=====

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
PRINCIPAL
CONVERTIBLE BOND-1.5% AMOUNT VALUE
______ ______
HEALTH SERVICES;................INAMED
11%, 3/31/99
(cost $100,000).................... (c) $ 100,000 $ 100,000
=====
SHORT-TERM INVESTMENTS-4.0%
U.S. TREASURY BILLS:........... 4.90%, 3/7/96 (b) $ 75,000 $ 74,938
5.02%, 4/11/96....................... (b) 39,000 38,785
4.96%, 4/25/96....................... (b) 70,000 69,484
4.78%, 5/16/96......................... 75,000 74,227
_____
TOTAL SHORT-TERM INVESTMENTS
(cost $257,428)...................... $ 257,434
=====
TOTAL INVESTMENTS (cost $5,580,140) 100.6%..... $6,491,945
==== =====
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (.6%)$ (40,555)
==== =====
NET ASSETS.................................................................. 100.0% $6,451,390
==== =====
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short positions.
(c) Security restricted as to public resale. Investments in restricted
securities, with an aggregate market value of $100,000, represents
approximately 1.5% of net assets;
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ACQUISITION PURCHASE PERCENTAGE OF
ISSUER DATE PRICE NET ASSETS VALUATION*
___ ______ _____ ________ ______
INAMED....................................... 1/23/96 100 1.55% cost

*The valuation of this security has been determined in good faith under
the direction of the Board of Directors.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF SECURITIES SOLD SHORT FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS SHARES VALUE
_____ _____
Caremark International (proceeds $91,578)................................... 4,900 $124,950
======

See notes to financial statements.

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 1996 (UNAUDITED)
ASSETS:
Investments in securities, at value
(cost $5,580,140)-see statement....................................... $6,491,945
Cash.................................................................... 2,257
Receivable from broker for proceeds on securities sold short............ 91,578
Dividends and interest receivable....................................... 10,020
Net unrealized appreciation on forward currency
exchange contracts-Note 4(a).......................................... 1,808
Prepaid expenses........................................................ 26
Due from The Dreyfus Corporation........................................ 2,292
_____
6,599,926
LIABILITIES:
Due to Distributor...................................................... $ 1,234
Securities sold short, at value
(proceeds $91,578)-see statement...................................... 124,950
Accrued expenses........................................................ 22,352 148,536
_____ _____
NET ASSETS ................................................................ $6,451,390
=====
REPRESENTED BY:
Paid-in capital......................................................... $5,035,809
Accumulated undistributed investment income-net......................... 1,233
Accumulated undistributed net realized gain on investments,
securities sold short................................................. 534,107
Accumulated net unrealized appreciation on investments,
securities sold short and foreign currency transactions-Note 4(b)..... 880,241
_____
NET ASSETS at value applicable to 363,720 outstanding shares of
Common Stock, equivalent to $17.74 per share (100 million shares
of $.001 par value authorized).......................................... $6,451,390
=====

See notes to financial statements.

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNA
UDITED)
INVESTMENT INCOME:
INCOME:
Cash dividends........................................................ $ 22,007
Interest.............................................................. 11,480
_____
TOTAL INCOME.................................................... $ 33,487
EXPENSES:
Management fee-Note 3(a).............................................. 13,097
Legal fees............................................................ 21,190
Shareholder servicing costs-Note 3(b)................................. 6,076
Auditing fees......................................................... 4,370
Custodian fees........................................................ 3,347
Prospectus and shareholders' reports.................................. 2,325
Registration fees..................................................... 2,098
Directors' fees and expenses-Note 3(c)................................ 1,704
Miscellaneous......................................................... 717
_____
TOTAL EXPENSES.................................................. 54,924
Less-expense reimbursement from Manager
due to undertaking-Note 3(a)...................................... 32,384
_____
NET EXPENSES.................................................... 22,540
_____
INVESTMENT INCOME-NET........................................... 10,947
_____
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on investments-Note 4(a):
Long transactions..................................................... $544,984
Short sale transactions............................................... (11,871)
Net realized gain on forward currency exchange contracts-Note 4(a);
Short transactions.................................................... 994
_____
NET REALIZED GAIN..................................................... 534,107
Net unrealized appreciation on investments, securities
sold short and foreign currency transactions.......................... 880,241
_____
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 1,414,348
_____
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $1,425,295
=====

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNA
UDITED)
<S> <C>
OPERATIONS:
Investment income-net.................................................................... $ 10,947
Net realized gain on investments......................................................... 534,107
Net unrealized appreciation on investments for the period................................ 880,241
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................... 1,425,295
______
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net.................................................................... (9,714)
______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................................ 5,400,379
Dividends reinvested..................................................................... 9,197
Cost of shares redeemed.................................................................. (373,767)
______
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................................. 5,035,809
_____
TOTAL INCREASE IN NET ASSETS....................................................... 6,451,390
NET ASSETS:
Beginning of period...................................................................... -
_____
End of period (including undistributed investment income-net;
$1,233 on February 29, 1996)........................................................... $6,451,390
=====
SHARES
_____
CAPITAL SHARE TRANSACTIONS:
Shares sold.............................................................................. 384,813
Shares issued for dividends reinvested................................................... 588
Shares redeemed.......................................................................... (21,681)
_____
NET INCREASE IN SHARES OUTSTANDING..................................................... 363,720
=====

See notes to financial statements.
</TABLE>

DREYFUS AGGRESSIVE VALUE FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
Reference is made to page 4 of the Fund's Prospectus dated April 10, 1996.

DREYFUS AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Company") is registered under
the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company and operates as a series company currently
offering eight series, including the Dreyfus Aggressive Value Fund (the
"Fund") which commenced operations on September 29, 1995. The Fund's
investment objective is capital appreciation. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser. The Manager is a direct
subsidiary of Mellon Bank, N.A. Premier Mutual Fund Services, Inc. (the
"Distributor") acts as the distributor of the Fund's shares, which are sold
to the public without a sales charge.
The Company accounts separately for the assets, liabilities and
operations of each fund. Expenses directly attributable to each fund are
charged to that fund's operations; expenses which are applicable to all
series are allocated among them on a pro rata basis.
As of February 29, 1996, Allomon Corporation, a subsidiary of Mellon Bank
Investments Corporation, the parent company of which is Mellon Bank, held
160,358 shares of the Fund.
(A) PORTFOLIO VALUATION: The Fund's investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange. Forward currency exchange contracts are
valued at the forward rate.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency
gains or losses realized on securities transactions, the difference between
the amounts of dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains or losses arise from
changes in the value of assets and liabilities other than investments in
securities, resulting from changes in exchange rates. Such gains and losses
are included with net realized and unrealized gain or loss on investments.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
DREYFUS AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a
regulated investment company, if such qualification is in the best interests
of its shareholders, by complying with the applicable provisions of the
Internal Revenue Code, and to make distributions of taxable income sufficient
to relieve it from substantially all Federal income and excise taxes.
(F) BROKERAGE COMMISSIONS: For the period ended February 29, 1996, the
Fund incurred total brokerage commissions of $12,357, of which $1,620 was
paid to Dreyfus Investment Services Corporation, a subsidiary of Mellon Bank
Corporation.
NOTE 2-BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the Fund may borrow up to $2
million under a short-term unsecured line of credit. Interest on borrowings
is charged at rates which are related to Federal Funds rates in effect from
time to time.
During the period ended February 29, 1996, there were no borrowings under
the line of credit.
NOTE 3-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .75 of 1% of the value
of the Fund's average daily net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also contemplates dividends
and interest accrued on securities sold short) and extraordinary expenses,
exceed the expense limitation of any state having jurisdiction over the Fund,
the Fund may deduct from payments to be made to the Manager, or the Manager
will bear the amount of such excess to the extent required by state law. The
most stringent state expense limitation applicable to the Fund presently
requires reimbursement of expenses in any full fiscal year that such expenses
(exclusive of certain expenses as described above) exceed 21\2% of the first
$30 million, 2% of the next $70 million and 11\2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. The Manager has currently undertaken from
September 29, 1995 through August 31, 1996 to reduce the management fee paid
by or reimburse such excess expenses of the Fund, to the extent that the
Fund's aggregate annual expenses (exclusive of certain expenses as described
above) exceed an annual rate of 1.25 of 1% of the value of the Fund's average
daily net assets. The expense reimbursement, pursuant to the undertaking,
amounted to $32,384 for the period ended February 29, 1996.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $259 for the period from December
1, 1995 through February 29, 1996.

DREYFUS AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(B) Under the Shareholder Services Plan, the Fund pays the Distributor at
an annual rate of .25 of 1% of the value of the
Fund's average daily net assets for the provision of certain services. 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. The Distributor may make payments to
Service Agents in respect of these services. The Distributor determines the
amounts to be paid to Service Agents. During the period ended February 29,
1996, the Fund was charged an aggregate of $4,366 pursuant to the Shareholder
Services Plan.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
NOTE 4-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities and forward
currency exchange contracts, during the period ended February 29, 1996 is
summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
_______ _______
<S> <C> <C>
Long transactions................................................ $9,240,076 $4,462,260
Short sale transactions.......................................... 395,175 474,882
_______ _______
TOTAL.......................................................... $9,635,251 $4,937,142
======= =======
</TABLE>
The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at
current market value. The Fund would incur a loss 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 would realize a gain if the
price of the security declines between those dates. Until the Fund replaces
the borrowed security, the Fund will maintain daily, a segregated account
with a broker and/or custodian, of cash and/or U.S. Government securities
sufficient to cover its short position. Securities sold short at February 29,
1996 and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
In addition, the following summarizes open forward currency exchange
contracts at February 29, 1996:
<TABLE>
<CAPTION>
FOREIGN
CURRENCY U.S. DOLLAR UNREALIZED
FORWARD CURRENCY SALE CONTRACTS AMOUNT PROCEEDS VALUE APPRECIATION
__________________ ______ _____ _______ ______
<S> <C> <C> <C> <C>
Swedish Krona, expiring 3/18/96.............. 674,600 $100,252 $99,625 $ 627
Swiss Francs, expiring 3/18/96............... 119,200 100,697 99,516 1,181
____
$1,808
====
</TABLE>
The Fund enters into forward currency exchange contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its
foreign portfolio holdings. When executing forward currency exchange
contracts, the Fund is obligated to buy or sell a foreign currency at a
specified rate on a certain date in the future. With respect to sales of
forward currency exchange contracts, the Fund would incur a
DREYFUS AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
loss if the value of the contract increases between the date the forward
contract is opened and the date the forward contract is closed. The Fund
realizes a gain if the value of the contract decreases between those dates.
With respect to purchases of forward currency exchange contracts, the Fund
would incur a loss if the value of the contract decreases between the date
the forward contract is opened and the date the forward contract is closed.
The Fund realizes a gain if the value of the contract increases between those
dates. The Fund is also exposed to credit risk associated with counter party
nonperformance on these forward currency exchange contracts which is
typically limited to the unrealized gains on such contracts that are
recognized in the Statement of Assets and Liabilities.
(B) At February 29, 1996, accumulated net unrealized appreciation on
investments and forward currency exchange contracts was $880,241, consisting
of $945,669 gross unrealized appreciation and $65,428 gross unrealized
depreciation.
At February 29, 1996, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

<TABLE>
<CAPTION>
DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS-96.5% SHARES VALUE
______ ______
<S> <C> <C>
BASIC INDUSTRIES-7.4%............Arcadian 1,400 $30,100
First Mississippi...................... 1,000 26,125
Mallinckrodt Group..................... 700 27,475
Manville............................. (a) 3,000 38,250
Mississippi Chemical................... 1,300 28,600
Reynolds Metals........................ 600 30,975
Sherritt............................... 1,800 24,280
_______
205,805
_______
CAPITAL GOODS-5.3%............ Belden 800 23,600
Elsag Bailey Process Automation, N.V. (a) 1,200 25,800
Global Industrial Technologies....... (a) 600 14,025
ITT Industries......................... 900 23,625
TRW 400 34,650
UNR Industries......................... 3,000 25,500
_______
147,200
_______
CONSUMER DURABLES-6.4% Black & Decker 700 23,625
Exide.................................. 1,000 30,500
Kaufman & Broad Home................... 2,500 38,437
Polaris Industries..................... 800 24,200
Pulte.................................. 800 23,900
Singer, N.V............................ 1,300 38,025
_______
178,687
_______
CONSUMER
NON-DURABLES-6.9%... Alberto-Culver, Cl. A 1,200 39,300
Fruit of the Loom, Cl. A............. (a) 500 12,688
Hollinger International, Cl. A......... 3,000 31,500
Mossimo................................ 500 12,250
Revlon, Cl. A.......................... 2,000 55,250
U.S. Industries...................... (a) 1,500 29,062
Westpoint Stevens.................... (a) 600 11,700
_______
191,750
_______
CONSUMER SERVICES-23.2%.. ADVO 3,000 65,625
Chancellor, Cl. A...................... 500 10,250
Claire's Stores........................ 2,250 35,438
Darden Restaurants..................... 1,600 19,600
Deluxe................................. 800 25,700
Eckerd............................... (a) 500 22,437
Hannaford Brothers..................... 800 22,000
Harcourt General....................... 900 39,038
Jostens................................ 1,500 34,125
Kroger............................... (a) 1,000 37,125
Melville............................... 1,300 41,437
Meyer (Fred)......................... (a) 1,000 24,125

DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

CONSUMER
SERVICES (CONTINUED).. Pittston Brink's Group 1,200 $ 28,050
Quebecor Printing...................... 700 12,337
Red Lion Hotels...................... (a) 2,000 37,500
Rite Aid............................... 1,200 37,800
Safeway.............................. (a) 800 23,900
Tandy.................................. 500 21,875
True North Communications.............. 1,500 30,750
U.S. Satellite Broadcasting, Cl. A..... 500 16,250
Vons................................. (a) 800 23,000
Waban................................ (a) 1,700 38,250
_______
646,612
_______
ENERGY-5.9%.... Arethusa (Off-Shore) 1,500 48,375
Baker Hughes........................... 800 21,100
Coflexip, S.A., A.D.R.................. 800 14,100
Global Marine........................ (a) 3,000 26,625
McDermott (J. Ray), S.A................ 1,000 17,750
Noble Drilling....................... (a) 1,700 16,575
Petroleum Geo-Services, A.D.R........ (a) 1,000 21,750
_______
166,275
_______
FINANCIAL SERVICES-12.8%. Allmerica Financial 1,500 40,500
BayBanks............................... 500 52,250
Berkley (W.R.)......................... 600 27,150
Boston Bancorp......................... 800 34,800
Citizens............................... 1,100 21,588
First Colony........................... 1,000 24,750
Glendale Federal Bank .................(a) 1,400 21,875
Horace Mann Educators.................. 800 26,300
Old Republic International............. 600 20,550
Prudential Reinsurance Holdings........ 1,400 34,300
Republic New York...................... 400 23,950
SAFECO................................. 800 29,000
_______
357,013
_______
HEALTH CARE-4.9%...... Allergan 400 14,900
ESC Medical Systems.................... 500 16,500
FHP International.................... (a) 500 16,375
Horizon/CMS Healthcare............... (a) 1,000 23,750
NCS HealthCare, Cl. A.................. 500 12,625
Renal Care Group....................... 500 13,750
Tenet Healthcare..................... (a) 1,800 40,275
_______
138,175
_______
MISCELLANEOUS-3.6%......... Avalon Properties 500 11,187
Bay Apartment Communities.............. 700 16,450

DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

MISCELLANEOUS (CONTINUED) Equity Residential Properties Trust 400 $ 12,700
Highwoods Properties................... 700 21,000
Liberty Property Trust................. 600 13,125
Patriot American Hospitality........... 500 14,188
Storage USA............................ 400 12,700
_______
101,350
_______
TECHNOLOGY-12.5%..... CKS Group 300 9,975
Cylink................................. 300 7,050
Digital Equipment.................... (a) 600 43,200
Documentum............................. 300 11,625
Dynatech............................. (a) 1,500 37,500
Harris................................. 300 19,950
Indus Group............................ 500 11,000
National Semiconductor............... (a) 700 10,937
Objective Systems Integrators.......... 300 12,300
Omnipoint.............................. 500 13,500
Raptor Systems......................... 500 15,875
Read-Rite............................ (a) 900 16,875
Silicon Graphics..................... (a) 1,300 32,500
Symantec............................. (a) 4,000 51,000
Teradyne............................. (a) 1,500 30,563
Western Digital...................... (a) 1,200 25,050
_______
348,900
_______
TRANSPORTATION-4.4%...... Canadian Pacific 2,300 45,425
Southern Pacific Rail .................(a) 900 21,375
Stolt-Nielsen, S.A..................... 1,500 26,438
Stolt-Nielsen, S.A., A.D.R............. 500 9,000
TNT Freightways........................ 1,000 20,750
_______
122,988
_______
UTILITIES-3.2%............. CMS Energy 600 18,225
Comsat................................. 1,200 27,750
Illinova............................... 800 22,800
Pinnacle West Capital.................. 700 19,863
_______
88,638
_______
TOTAL COMMON STOCKS
(cost $2,521,915).................... $2,693,393
===========

DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29,
1996 (UNAUDITED)
PRINCIPAL
SHORT-TERM INVESTMENTS-5.0% AMOUNT VALUE
__________ ______
U.S. TREASURY BILLS:.... 5.00%, 3/7/96 (b) $40,000 $39,967
4.95%, 4/4/96........................ (b) 31,000 30,856
4.77%, 5/2/96.......................... 13,000 12,889
4.77%, 5/9/96........................ (b) 55,000 54,484
_______
TOTAL SHORT-TERM INVESTMENTS
(cost $138,212)...................... $ 138,196
===========
TOTAL INVESTMENTS (cost $2,660,127)........................ 101.5% $2,831,589
====== ===========
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (1.5%) $ (40,572)
====== ===========
NET ASSETS.................................................................. 100.0% $2,791,017
====== ===========

NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by brokers as collateral for open short positions.

See notes to financial statements.

DREYFUS MIDCAP VALUE FUND
STATEMENT OF SECURITIES SOLD SHORT FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS SHARES VALUE
______ ______
Arch Communications Group................................................... 400 $10,375
CompUSA ................................................................. 500 20,000
Micron Technology........................................................... 500 16,000
MobileMedia 600 15,000
Paging Network.............................................................. 700 18,550
Quanex...................................................................... 700 13,913
________
TOTAL SECURITIES SOLD SHORT
(proceeds $86,878)...................................................... $93,838
=========

See notes to financial statements.

DREYFUS MIDCAP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 1996 (UNAUDITED)
ASSETS:
Investments in securities, at value
(cost $2,660,127)-see statement....................................... $2,831,589
Receivable for investment securities sold............................... 89,036
Receivable from brokers for proceeds on securities sold short........... 86,878
Dividends and interest receivable....................................... 2,817
Prepaid expenses........................................................ 546
Due from The Dreyfus Corporation........................................ 2,866
__________
3,013,732
LIABILITIES:
Due to Distributor...................................................... $ 529
Due to Custodian........................................................ 40,086
Securities sold short, at value
(proceeds $86,878)-see statement...................................... 93,838
Payable for investment securities purchased............................. 73,633
Accrued expenses........................................................ 14,629 222,715
________ ___________
NET ASSETS.................................................................. $2,791,017
===========
REPRESENTED BY:
Paid-in capital......................................................... $2,490,385
Accumulated undistributed investment income-net......................... 7,461
Accumulated undistributed net realized gain on investments
and securities sold short............................................. 128,669
Accumulated net unrealized appreciation on investments and
securities sold short-Note 3(b)....................................... 164,502
__________
NET ASSETS at value applicable to 196,440 outstanding shares of
Common Stock, equivalent to $14.21 per share (100 million shares
of $.001 par value authorized).......................................... $2,791,017
===========

See notes to financial statements.

DREYFUS MIDCAP VALUE FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNAUDITED)
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $172 foreign taxes withheld at source)......... $ 21,553
Interest.............................................................. 4,914
________
TOTAL INCOME.................................................... $ 26,467
EXPENSES:
Management fee-Note 2(a).............................................. 7,214
Legal fees............................................................ 12,135
Custodian fees........................................................ 6,085
Shareholder servicing costs-Note 2(b)................................. 3,924
Auditing fees......................................................... 1,953
Prospectus and shareholders' reports.................................. 1,840
Registration fees..................................................... 1,221
Directors' fees and expenses-Note 2(c)................................ 902
Miscellaneous......................................................... 717
________
TOTAL EXPENSES.................................................. 35,991
Less-expense reimbursement from Manager
due to undertaking-Note 2(a)...................................... 23,255
________
NET EXPENSES.................................................... 12,736
________
INVESTMENT INCOME-NET........................................... 13,731
________
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments-Note 3(a):
Long transactions..................................................... $129,965
Short sale transactions............................................... 1,391
________
NET REALIZED GAIN..................................................... 131,356
Net unrealized appreciation on investments and
securities sold short................................................. 164,502
________
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 295,858
________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $309,589
=========

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MIDCAP VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNA
UDITED)
<S> <C>
OPERATIONS:
Investment income-net....................................................................... $ 13,731
Net realized gain on investments............................................................ 131,356
Net unrealized appreciation on investments for the period................................... 164,502
________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...................................... 309,589
________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net....................................................................... (6,270)
Net realized gain on investments............................................................ (2,687)
________
TOTAL DIVIDENDS........................................................................... (8,957)
________
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................................... 2,724,918
Dividends reinvested........................................................................ 8,938
Cost of shares redeemed..................................................................... (243,471)
________
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.................................... 2,490,385
________
TOTAL INCREASE IN NET ASSETS.......................................................... 2,791,017
NET ASSETS:
Beginning of period......................................................................... _-
________
End of period (including undistributed investment income-net;
$7,461 on February 29, 1996).............................................................. $2,791,017
==========

SHARES
_______
CAPITAL SHARE TRANSACTIONS:
Shares sold................................................................................. 214,435
Shares issued for dividends reinvested...................................................... 681
Shares redeemed............................................................................. (18,676)
________
NET INCREASE IN SHARES OUTSTANDING........................................................ 196,440
==========

See notes to financial statements.
</TABLE>
DREYFUS MIDCAP VALUE FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
Reference is made to page 4 of the Fund's Prospectus dated April 10, 1996,
as revised May 23, 1996.

DREYFUS MIDCAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Company") is registered under
the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company and operates as a series company currently
offering eight series, including the Dreyfus Midcap Value Fund (the "Fund")
which commenced operations on September 29, 1995. The Fund's investment
objective is to provide investment results that exceed the total return
performance of publicly traded common stocks in the aggregate, as represented
by a recognized index of mid cap stocks. The Dreyfus Corporation ("Dreyfus")
serves as the Fund's investment adviser. Dreyfus is a direct subsidiary of
Mellon Bank, N.A. On September 29, 1995, the Fund's shareholders approved a
sub-investment advisory agreement between Dreyfus and The Boston Company
Asset Management, Inc. ("TBC Asset Management"), an affiliate of Dreyfus.
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public without a
sales charge.
The Company accounts separately for the assets, liabilities and
operations of each fund. Expenses directly attributable to each fund are
charged to that funds' operations; expenses which are applicable to all
series are allocated among them on a pro rata basis.
As of February 29, 1996, Allomon Corporation, a subsidiary of Mellon Bank
Investments Corporation, the parent company of which is Mellon Bank, held
160,610 shares of the Fund.
(A) PORTFOLIO VALUATION: The Fund's investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a
regulated investment company, if such qualification is in the best interests
of its shareholders, by complying with the applicable provisions of the
Internal Revenue Code, and to make distributions of taxable income sufficient
to relieve it from substantially all Federal income and excise taxes.

DREYFUS MIDCAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE 2-MANAGEMENT FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH
AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with Dreyfus, the
management fee is computed at the annual rate of .75 of 1% of the value of
the Fund's average daily net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also contemplates dividends
and interest accrued on securities sold short) and extraordinary expenses,
exceed the expense limitation of any state having jurisdiction over the Fund,
the Fund may deduct from payments to be made to Dreyfus, or Dreyfus will bear
the amount of such excess to the extent required by state law. The most
stringent state expense limitation applicable to the Fund presently requires
reimbursement of expenses in any full fiscal year that such expenses
(exclusive of certain expenses as described above) exceed 21\2% of the first
$30 million, 2% of the next $70 million and 11\2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. Dreyfus has currently undertaken from
September 29, 1995 through August 31, 1996 to reduce the management fee paid
by or reimburse such excess expenses of the Fund, to the extent that the
Fund's aggregate annual expenses (exclusive of certain expenses as described
above) exceed an annual rate of 1.25 of 1% of the value of the Fund's average
daily net assets. The expense reimbursement, pursuant to the undertaking,
amounted to $23,255 for the period ended February 29, 1996.
The undertaking may be modified by Dreyfus from time to time, provided
that the resulting expense reimbursement would not be less than the amount
required pursuant to the agreement.
Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and TBC
Asset Management, the sub-investment advisory fee is computed at the annual
rate of .25 of 1% of the first $100 million of the Fund's average daily net
assets, .20 of 1% of the next $900 million of such assets, .15 of 1% of the
next $500 million of such assets and .10 of 1% of such assets over $1.5
billion, and is payable monthly by Dreyfus.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $32 for the period from December
1, 1995 through February 29, 1996.
(B) Under the Shareholder Services Plan, the Fund pays the Distributor at
an annual rate of .25 of 1% of the value of the Fund's average daily net
assets for the provision of certain services. 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.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended February 29, 1996, the Fund was charged an
aggregate of $2,405 pursuant to the Shareholder Services Plan.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.

DREYFUS MIDCAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE 3-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities, during the period
ended February 29, 1996 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
__________ __________
<S> <C> <C>
Long transactions................................................ $4,969,964 $2,578,039
Short sale transactions.......................................... 51,472 139,741
_____________ __________
TOTAL.......................................................... $5,021,436 $2,717,780
============== ============
</TABLE>
The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at
current market value. The Fund would incur a loss 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 would realize a gain if the
price of the security declines between those dates. Until the Fund replaces
the borrowed security, the Fund will maintain daily, a segregated account
with a broker and/or custodian, of cash and/or U.S. Government securities
sufficient to cover its short position. Securities sold short at February 29,
1996 and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
(B) At February 29, 1996, accumulated net unrealized appreciation on
investments was $164,502, consisting of $224,864 gross unrealized
appreciation and $60,362 gross unrealized depreciation.
At February 29, 1996, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS OCTOBER 31, 1995

COMMON STOCKS-90.1% SHARES VALUE
------------ ------------
<S> <C> <C> <C>
COMMERCIAL SERVICES-3.7% Bowne & Co................................. 4,500 $ 83,813
Graphic Industries......................... 3,600 35,100
Hughes Supply.............................. 1,000 24,125
Nash Finch................................. 1,000 17,875
True North Communications.................. 3,700 74,925
------------
235,838
------------
CONSUMER DURABLES-6.6% Bally Gaming International..............(a) 4,900 51,450
Beazer Homes USA........................(a) 4,200 73,500
Continental Homes Holding.................. 3,100 63,550
De Rigo S.P.A., A.D.R. .................... 1,000 20,625
La-Z-Boy Chair............................. 2,000 59,500
Lifetime Hoan...........................(a) 1,400 13,300
SPX........................................ 3,200 49,600
Scotts, Cl. A...........................(a) 1,500 29,813
U.S. Home...............................(a) 2,200 59,125
------------
420,463
------------
CONSUMER NON-DURABLES-4.3% Alberto-Culver, Cl. A...................... 3,300 89,100
Block Drug, Cl. A (non-voting)............. 1,000 38,500
Jones Apparel Group......................(a) 900 30,825
Maybelline................................. 2,000 47,250
Paragon Trade Brands....................(a) 3,600 57,150
Tultex..................................(a) 3,000 14,250
-------------
277,075
-------------
CONSUMER SERVICES-7.0% Chris-Craft Industries..................(a) 2,797 111,530
Evergreen Media, Cl. A..................(a) 1,840 50,140
Hollinger International, Cl. A............. 6,000 69,000
Price Communications....................(a) 2,000 16,375
Ryan's Family Steak House...............(a) 5,100 39,525
SFX Broadcasting, Cl. A.................(a) 3,400 91,800
ShowBiz Pizza Time......................(a) 5,500 67,375
------------
445,745
------------
ELECTRONIC TECHNOLOGY-14.5% Ade........................................ 5,000 75,000
Banyan Systems..........................(a) 3,500 27,344
BE Aerospace............................(a) 9,200 72,450
Conner Peripherals......................(a) 3,600 64,800
Dynatech................................(a) 1,500 22,500
ESS Technology............................. 700 21,000
Etec Systems............................... 15,000 165,000
GTI....................................(a) 2,000 34,000
Measurex................................... 1,600 49,200
Megatest................................(a) 2,500 73,750

ELECTRONIC TECHNOLOGY (CONTINUED) Microtec Research.......................... 5,000 $ 69,687
Tegal...................................... 9,000 114,750
Truevision..............................(a) 8,500 65,875
Zoom Telephonics........................(a) 4,600 74,750
---------------
930,106
---------------
ENERGY MINERALS-2.2% Cross Timbers Oil.......................... 2,000 29,000
Diamond Shamrock........................... 800 20,600
Santa Fe Energy Resources...............(a) 6,000 53,250
Swift Energy............................(a) 4,000 35,500
---------------
138,350
---------------
FINANCE-15.5% Allmerica Property & Casualty Cos.......... 800 18,200
Astoria Financial.......................... 1,000 42,875
Bay Ridge Bancorp.......................(a) 1,800 38,475
Bay View Capital........................... 2,500 66,250
Brooklyn Bancorp........................(a) 1,200 47,250
Citizens................................... 1,000 18,125
City National.............................. 3,000 39,750
Community Bank System...................... 2,300 72,450
Downey Financial........................... 2,900 59,088
First Palm Beach Bancorp................... 2,600 59,150
Fleet Financial Group...................... 1,713 66,379
Fleet Financial Group (Warrants)........(a) 224 2,268
Fremont General........................... 1,000 29,000
Glendale Federal Bank FSB...............(a) 2,000 32,000
Greater New York Savings Bank...........(a) 2,000 24,000
Horace Mann Educators...................... 1,700 45,262
Interpool...............................(a) 2,000 32,000
Long Island Bancorp........................ 2,500 57,187
MLF Bancorp................................ 1,700 38,250
PXRE....................................... 800 20,400
Patriot American Hospitality............... 1,000 24,375
SFFed...................................... 1,500 45,750
Security-Connecticut.................... 1,500 39,000
Standard Financial......................(a) 2,400 33,000
Summit Properties.......................... 900 16,650
Transnational Re, Cl. A.................(a) 1,200 26,850
--------------
993,984
--------------
HEALTH SERVICES-1.6% Enterprise Systems......................... 500 11,688
Pediatrix Medical Group.................... 2,000 43,250
Sterling Heathcare Group................(a) 2,000 27,500
Total Renal Care Holdings.................. 1,000 20,375
--------------
102,813
---------------

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
--------------- ---------------
HEALTH TECHNOLOGY-1.5% Advanced Technology Laboratories........(a) 2,300 $ 41,400
Kinetic Concepts.......................... 5,000 55,625
---------------
97,025
---------------
INDUSTRIAL SERVICES-5.1% Hornbeck Offshore Services..............(a) 4,500 65,813
Lufkin Industries.......................... 2,500 46,250
Marine Drilling Cos. ...................(a) 2,500 9,375
Noble Drilling..........................(a) 5,800 40,600
Rowan Cos. .............................(a) 8,000 53,000
Stolt Comex Seaway, S.A. ...............(a) 5,000 44,063
Tuboscope Vetco International...........(a) 7,100 41,712
Weatherford Enterra.....................(a) 1,200 28,950
---------------
329,763
---------------
NON-ENERGY MINERALS-.8% Texas Industries........................... 1,000 52,625
---------------
PROCESS INDUSTRIES-3.6% Applied Extrusion Technologies..........(a) 2,000 30,750
Calgon Carbon.............................. 5,000 56,875
Dexter..................................... 2,000 47,750
Fuller (H.B.) ............................. 900 28,350
International Specialty Products........... 1,500 12,937
Slocan Forest Products..................... 2,108 20,209
Stepan..................................... 2,000 31,500
---------------
228,371
---------------
PRODUCER MANUFACTURING-7.8% General Scanning........................... 4,000 48,000
Handy & Harman............................. 2,100 29,663
INDRESCO................................(a) 3,600 61,650
Oakley..................................... 500 17,250
Talley Industries.......................(a) 6,500 56,875
Triarc Cos., Cl. A......................(a) 3,000 28,500
UNR Industries............................. 7,500 62,812
U.S. Industries............................ 5,100 76,500
Zero....................................... 2,700 41,175
Zurn Industries............................ 1,000 25,000
Zycon....................................... 4,000 50,000
---------------
497,425
---------------
RETAIL TRADE-6.8% CPI........................................ 2,500 45,625
Carr-Gottstein Foods....................(a) 3,000 24,000
Egghead.................................(a) 1,500 10,313
Fay's...................................... 5,000 40,000
Finish Line, Cl. A.................... .(a) 6,000 53,250
Hi-Lo Automotive........................(a) 3,600 21,150
Neiman-Marcus Group........................ 3,000 51,375
Pier 1 Imports............................. 6,380 61,408

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
-------------- --------------
RETAIL TRADE (CONTINUED) Venture Stores............................ 300 $ 1,125
Waban..................................(a) 4,100 64,062
Younkers................................(a) 3,000 65,625
---------------
437,933
---------------
TECHNOLOGY SERVICES-2.7% Cooper & Chyan Technology.................. 500 7,062
Health Payment Review...................... 3,000 78,000
Legato Systems.......................... 500 18,250
Logic Works................................ 500 7,625
Premenos Technology........................ 800 31,400
Smith Micro Software....................... 2,500 30,625
---------------
172,962
---------------
TRANSPORTATION-5.3% Harper Group............................... 3,500 63,000
Midwest Express Holdings................... 2,500 62,812
Sea Containers, Cl. A...................... 5,000 91,250
Stolt-Nielsen, S.A. ....................... 3,000 90,000
Teekay Shipping............................ 1,500 34,875
---------------
341,937
---------------
UTILITIES-1.1% Central Maine Power........................ 2,700 37,462
NGC........................................ 2,232 20,088
Tel-Save Holdings.......................... 1,000 13,875
---------------
71,425
---------------
TOTAL COMMON STOCKS
(cost $5,475,604).......................... $5,773,840
===============
PRINCIPAL
SHORT-TERM INVESTMENTS-9.6% AMOUNT
---------------
U.S. TREASURY BILLS: 5.37%, 11/2/95..........................(b) $ 236,000 $ 235,965
5.16%, 11/9/95............................. 33,000 32,962
5.13%, 12/7/95............................. 101,000 100,490
5.28%, 12/14/95.........................(b) 245,000 243,474
---------------
TOTAL SHORT-TERM INVESTMENTS
(cost $612,864)............................ $ 612,891
===============
TOTAL INVESTMENTS(cost $6,088,468)............................................. 99.7% $6,386,731
============= ==============
CASH AND RECEIVABLES (NET)..................................................... .3% $ 17,221
============= ==============
NET ASSETS..................................................................... 100.0% $6,403,952
============= ==============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short positions.
</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF SECURITIES SOLD SHORT OCTOBER 31, 1995
COMMON STOCK-6.3% SHARES VALUE
--------------- --------------
<S> <C> <C>
Availl......................................................................... 5,000 $ 41,875
C-COR Electronics.............................................................. 2,200 50,600
Champion Industries............................................................ 1,100 23,100
Elcor.......................................................................... 1,500 31,500
Electronics For Imaging........................................................ 300 24,675
Fritz Cos. .................................................................... 2,070 72,450
Lance.......................................................................... 1,600 27,000
Presstek....................................................................... 1,000 47,500
Semtech........................................................................ 1,000 25,625
Symbol Technologies............................................................ 1,100 38,363
WMS Industries................................................................. 40 785
Williams-Sonoma................................................................ 1,000 17,375
---------------
TOTAL SECURITIES SOLD SHORT
(proceeds $348,375)........................................................ $400,848
===============

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $6,088,468)-see statement....................................... $6,386,731
Cash.................................................................... 184,850
Receivable for investment securities sold............................... 67,962
Dividends and interest receivable....................................... 991
Receivable from brokers for proceeds on securities sold short........... 348,375
Prepaid expenses........................................................ 22,735
Due from The Dreyfus Corporation........................................ 8,325
------------------
7,019,969
LIABILITIES:
Due to Distributor...................................................... $ 1,360
Payable for investment securities purchased............................. 175,875
Securities sold short, at value (proceeds $348,375)-see statement....... 400,848
Accrued expenses........................................................ 37,934 616,017
--------------- ------------------
NET ASSETS.................................................................. $6,403,952
==================
REPRESENTED BY:
Paid-in capital......................................................... $5,682,016
Accumulated undistributed investment income-net......................... 30,658
Accumulated undistributed net realized gain on investments,
securities sold short and foreign currency transactions............... 445,486
Accumulated net unrealized appreciation on investments, securities
sold short and foreign currency transactions-Note 4(b)................ 245,792
------------------
NET ASSETS at value applicable to 457,389 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $6,403,952
==================
NET ASSET VALUE per share ($6,403,952 / 457,389 shares)..................... $14.00
==================

</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $182 foreign taxes withheld at source)........ $ 44,754
Interest............................................................. 51,585
---------------
TOTAL INCOME................................................... $ 96,339
EXPENSES:
Management fee-Note 3(a)............................................. 42,383
Shareholder servicing costs-Note 3(b,c).............................. 43,258
Legal fees........................................................... 19,163
Auditing fees........................................................ 15,831
Registration fees.................................................... 8,795
Organization expenses................................................ 5,359
Custodian fees....................................................... 5,505
Directors' fees and expenses-Note 3(d)............................... 4,203
Prospectus and shareholders' reports-Note 3(b)....................... 3,302
Interest-Note 2...................................................... 2,822
Dividends on securities sold short................................... 1,286
Miscellaneous........................................................ 1,312
--------------
153,219
Less-expense reimbursement from Manager
due to undertaking-Note 3(a)..................................... 101,524
--------------
TOTAL EXPENSES................................................. 51,695
----------------
INVESTMENT INCOME-NET.......................................... 44,644
----------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on investments-Note 4(a):
Long transactions (including foreign currency transactions)...... $474,892
Short sale transactions.......................................... (10,036)
--------------
NET REALIZED GAIN................................................ 464,856
Net unrealized appreciation on investments, securities sold
short and foreign currency transactions.......................... 601,439
-----------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................ 1,066,295
-----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....................... $1,110,939
=================
</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
----------------------------------
1994* 1995
--------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... $ 123,146 $ 44,644
Net realized gain on investments........................................ 200,873 464,856
Net unrealized appreciation (depreciation) on investments............... (355,647) 601,439
--------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (31,628) 1,110,939
--------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... --- (137,132)
Net realized gain on investments........................................ --- (220,243)
--------------- --------------
TOTAL DIVIDENDS....................................................... --- (357,375)
--------------- --------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 5,174,759 343,498
Dividends reinvested.................................................... --- 357,374
Cost of shares redeemed................................................. (2,340) (216,275)
--------------- --------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 5,172,419 484,597
--------------- --------------
TOTAL INCREASE IN NET ASSETS...................................... 5,140,791 1,238,161
NET ASSETS:
Beginning of year....................................................... 25,000 5,165,791
--------------- --------------
End of year (including undistributed investment income-net:
$123,146 in 1994 and $30,658 in 1995)................................. $5,165,791 $6,403,952
=============== ==============

SHARES SHARES
--------------- --------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 413,701 27,757
Shares issued for dividends reinvested.................................. --- 31,966
Shares redeemed......................................................... (191) (17,844)
--------------- --------------
NET INCREASE IN SHARES OUTSTANDING.................................... 413,510 41,879
=============== ==============
* From December 29, 1993 (commencement of operations) to October 31, 1994.

</TABLE>

See notes to financial statements.

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
FINANCIAL HIGHLIGHTS

Reference is made to page 4 of the Fund's Prospectus dated March 1, 1996,
as revised May 23, 1996.

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 ("Act") as a diversified open-end management
investment company and operates as a series company currently offering eight
series, including the Dreyfus Small Company Value Fund (the "Series").
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public without a
sales charge. The Distributor, located at One Exchange Place, Boston,
Massachusetts 02109, is a wholly-owned subsidiary of FDI Distribution
Services, Inc., a provider of mutual fund administration services, which in
turn is a wholly-owned subsidiary of FDI Holdings, Inc., the parent company
of which is Boston Institutional Group, Inc. The Dreyfus Corporation
("Dreyfus") serves as the Fund's investment adviser. Dreyfus is a direct
subsidiary of Mellon Bank, N.A. On September 29, 1995, the Fund's
shareholders approved a sub-investment advisory agreement between Dreyfus and
The Boston Company Asset Management, Inc. ("TBC Asset Management"), an
indirect subsidiary of Mellon Bank, N.A. and an affiliate of Dreyfus, with
respect to the Series.
On September 14, 1995, the Fund's Directors approved a change of the
Fund's name, effective October 1, 1995, from "Dreyfus Focus Funds, Inc." to
"Dreyfus Growth and Value Funds, Inc." and the Series was renamed Dreyfus
Small Company Value Fund.
The Fund accounts separately for the assets, liabilities and operations
of each series. Expenses directly attributable to each series are charged to
that series' operations; expenses which are applicable to all series are
allocated among them on a pro rata basis.
As of October 31, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank,
held 439,186 shares of Dreyfus Small Company Value Fund.
(A) PORTFOLIO VALUATION: The Series' investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency
gains or losses realized on securities transactions, the difference between
the amounts of dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains and losses arise from
changes in the value of assets and liabilities other than investments
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
in securities, resulting from changes in exchange rates. Such gains and
losses are included with net realized and unrealized gain or loss on
investments.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Series not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Series to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2-BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the Series may borrow up to
$2 million under a short-term unsecured line of credit. Interest on
borrowings is charged at rates which are related to Federal Funds rates in
effect from time to time.
At October 31, 1995, there were no outstanding borrowings under the line
of credit. The average daily amount of short-term debt outstanding during the
year ended October 31, 1995 was approximately $39,532, with a related
weighted average annualized interest rate of 7.14%. The maximum amount of
such debt outstanding at any time during the year ended October 31, 1995, was
$268,000.
NOTE 3-INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER
TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with Dreyfus, the
management fee is computed at the annual rate of .75
of 1% of the average daily value of the Series' net assets and is payable
monthly. The Agreement provides that if in any full fiscal year the aggregate
expenses of the Series, exclusive of taxes, brokerage, interest on borrowings
(which, in the view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates dividends and interest accrued on securities sold short) and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Series, the Series may deduct from payments to be made
to Dreyfus, or Dreyfus will bear the amount of such excess to the extent
required by state law. The most stringent state expense limitation applicable
to the Series presently requires reimbursement of expenses in any full fiscal
year that such expenses (exclusive of certain expenses as described above)
exceed 21\2% of the first $30 million, 2% of the next $70 million and 11\2%
of the excess over $100 million of the average value of the Series' net
assets in accordance with California "blue sky" regulations. However, Dreyfus
had undertaken from November 1, 1994 through December 31, 1994, to
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
assume all expenses of the Series (exclusive of certain expenses as described
above) and thereafter had undertaken through July 10, 1995 to waive receipt
of the management, service and distribution fees. Dreyfus has currently
undertaken from July 11, 1995 through October 31, 1996 to reduce the
management fee paid by or reimburse such excess expenses of the Series, to
the extent that the Series' aggregate annual expenses (exclusive of certain
expenses as described above) exceed an annual rate of 1.25 of 1% of the
average daily value of the Series' net assets. The expense reimbursement,
pursuant to the undertakings, amounted to $101,524 for the year ended October
31, 1995.
The undertaking may be modified by Dreyfus from time to time, provided
that the resulting expense reimbursement would not be less than the amount
required pursuant to the agreement.
Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and TBC
Asset Management, the sub-investment advisory fee is computed at the annual
rate of .375 of 1% of the average daily value of the Series' net assets and
is payable monthly by Dreyfus.
(B) Prior to September 30, 1995, the Fund had a Distribution Plan (the
"Plan") adopted pursuant to Rule 12b-1 under the Act, which provided that the
Fund (a) reimburse the Distributor for payments to certain Service Agents for
distributing the Series' shares and (b) pay Dreyfus, Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, and any affiliate of
either of them for advertising and marketing relating to the Series, at an
aggregate annual rate of .50 of 1% of the value of the Series' average daily
net assets. Under the Plan, the Distributor was permitted to pay one or more
Service Agents in respect of distribution services. The Distributor
determined the amounts, if any, to be paid to Service Agents under the Plan
and the basis on which such payments were made. The fees payable under the
Plan were payable without regard to actual expenses incurred. The Plan also
separately provided for the Fund to bear the costs of preparing, printing and
distributing certain of the Fund's prospectuses and statements of additional
information and costs associated with implementing and operating the Plan,
not to exceed the greater of $100,000 or .005 of 1% of the Series' average
daily net assets for any full fiscal year. For the period from November 1,
1994 to September 30, 1995 the Series was charged $27,483 pursuant to the Plan.
Effective September 30, 1995, the Fund's Plan was terminated.
(C) Under the Shareholder Services Plan, the Series pays the Distributor
at an annual rate of .25 of 1% of the value of the Series' average daily net
assets for the provision of certain services. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Series and providing reports and other
information, and services related to the maintenance of shareholder accounts.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the year ended October 31, 1995, the Series was charged an
aggregate of $14,128 pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation. Prior to September 14, 1995, the annual fee was $3,000 and the
attendance fee was $250.

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities, during the year
ended October 31, 1995 is summarized as follows:
<TABLE>
<CAPTION>

PURCHASES SALES
-------------- --------------
<S> <C> <C>
Long transactions................................................ $7,954,518 $7,778,145
Short sale transactions.......................................... 483,691 722,731
-------------- --------------
TOTAL.......................................................... $8,438,209 $8,500,876
============== ==============
</TABLE>

The Series is engaged in short-selling which obligates the Series to
replace the security borrowed by purchasing the security at current market
value. The Series would incur a loss if the price of the security increases
between the date of the short sale and the date on which the Series replaces
the borrowed security. The Series would realize a gain if the price of the
security declines between those dates. Until the Series replaces the borrowed
security, the Series will maintain daily, a segregated account with a broker
and/or custodian, of cash and/or U.S. Government securities sufficient to
cover its short position. Securities sold short at October 31, 1995 and their
related market values and proceeds are set forth in the Statement of Securities
Sold Short.
(B) At October 31, 1995, accumulated net unrealized appreciation on
investments was $245,792, consisting of $521,273 gross unrealized
appreciation and $275,481 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS SMALL COMPANY VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments and securities sold short, of Dreyfus
Small Company Value Fund (formerly Dreyfus Small Company Value Portfolio),
one of the Series constituting Dreyfus Growth and Value Funds, Inc., as of
October 31, 1995, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in
the period then ended, and financial highlights for each of the years
indicated therein. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1995 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Small Company Value Fund at October 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.
[Ernst and Young LLP signature logo]

New York, New York
December 7, 1995

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS-72.0% SHARES VALUE
________ ________
<S> <S> <C> <C>
ARGENTINA-.7%...... YPF Sociedad Anonima, ADR 4,000 $ 77,500
_________
AUSTRALIA-2.4%..............Amcor 8,000 58,125
Boral.................................. 21,000 56,695
Goodman Fielder........................ 38,412 40,835
Southcorp Holdings..................... 23,000 56,641
Westpac Banking........................ 14,000 66,170
_________
278,466
_________
AUSTRIA-.5%......... Creditanstalt-Bankverein 400 56,205
_________
DENMARK-.8%.......... Tele Danmark, ADR 3,000 88,500
_________
FRANCE-6.4%.... Alcatel Alsthom, ADR 6,000 107,250
C.S.F. (Thompson)...................... 3,000 76,812
Chargeurs.............................. 375 96,535
Danone................................. 800 127,683
Elf Auitaine, ADR...................... 4,000 138,000
Guyenne & Gascogne..................... 200 65,743
Societe Generale....................... 1,000 113,861
_________
725,884
_________
GERMANY-5.1%........... Adidas AG 1,300 83,076
Bayer AG............................... 500 152,292
Deutsche Bank AG....................... 2,200 110,665
SGL Carbon AG.......................... 800 (a) 71,117
Siemens AG............................. 140 79,722
VEBA AG................................ 1,800 84,591
_________
581,463
_________
HONG KONG-1.7%..... Cheung Kong Holdings 12,000 83,430
HSBC Holdings.......................... 4,400 70,573
Yue Yue Industrial Holdings............ 150,000 38,223
_________
192,226
_________
ITALY-2.0%............... Fiat Spa 12,000 37,890
Istituto Mobiliare Italiano, ADR....... 4,000 84,500
Stet, Di Risp.......................... 45,000 101,510
_________
223,900
_________
JAPAN-22.3%................. Canon 8,000 146,837
Chudenko............................... 2,000 69,425
Credit Saison.......................... 6,000 129,529
Dai-Tokyo Fire & Marine Insurance............... 25,000 181,883
Hitachi................................ 15,000 151,213
Hitachi Koki........................... 11,000 102,939
Honda Motor............................ 3,000 63,623
Ito-Yokado............................. 2,000 111,840
Kao.................................... 12,000 150,642
Mabuchi Motor.......................... 1,800 110,414

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
________ ________

JAPAN (CONTINUED) Mikuni Coca Cola 13,000 $160,723
Mitsubishi Heavy Industries............ 20,000 161,864
Murata Manufacturing................... 5,000 165,002
Nishimatsu Construction................ 10,000 111,270
Ono Pharmaceutical..................... 4,000 147,599
Sekisui House.......................... 10,000 124,584
Toshiba................................ 15,000 115,977
Toyota Motor........................... 5,000 107,941
Yamanouchi Pharmaceutical.............. 4,000 89,396
Yamato Transport....................... 12,000 134,665
_________
2,537,366
MALAYSIA-1.4%.......... Affin Holdings Berhad 28,000 64,835
Malaysia International Shipping........ 25,000 69,662
Pacific & Orient....................... 8,000 26,845
_________
161,342
_________
MEXICO-.5% Telefonos De Mexico, Series L, ADR. 2,000 61,000
_________
NETHERLANDS-6.4%........... ABN Amro Holdings 3,000 139,174
Hollandsche Beton Groep................ 500 78,229
Hunter Douglas......................... 1,500 87,326
ING Groep.............................. 1,500 99,424
Koninklinke KNP........................ 3,000 (a) 83,505
Royal PTT Nederland, ADR............... 1,900 75,763
Stad Rotterdam CVA..................... 1,716 53,697
Unilever NV, ADR....................... 800 107,600
_________
724,718
_________
NEW ZEALAND-.8%............ Air New Zealand 14,000 44,316
Brierley Investments................... 60,000 52,129
_________
96,445
_________
NORWAY-.4%.................. Christiania Bank 17,000 43,484
_________
PORTUGAL-.6%........ Portugal Telecom SA, ADR 3,000 (a) 69,000
_________
SINGAPORE-.3% Far East Levingston Shipbuilding 6,000 35,707
_________
SPAIN-2.8% Corporacion Bancaria De Espana, ADR. 4,500 101,812
Iberdrola SA........................... 7,000 68,899
Repsol SA, ADR......................... 4,000 145,000
_________
315,711
_________
SWEDEN-1.3%............... Marieberg Tidnings 3,800 101,108
Volvo AB `B', ADR...................... 2,000 42,469
_________
143,577
_________
SWITZERLAND-4.2%............. Ciba-Geigy AG 100 89,288
Magazine Zum Globus.................... 150 (a) 77,532
Nestle SA.............................. 100 109,379

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
________ ________

SWITZERLAND (CONTINUED) Schweizerischer Banksverein 375 $137,870
Zurich Versicherungs................... 250 68,153
_________
482,222
_________
UNITED KINGDOM-11.4%..... Abbey National 5,000 43,901
BTR 25,000 123,437
Boots 14,100 128,119
British Airways PLC, ADR............... 1,000 77,500
British Gas, ADR....................... 4,000 145,000
Hanson, ADR............................ 8,000 118,000
Laird Group PLC........................ 25,000 155,971
National Westminster Bank.............. 12,000 126,859
Powergen............................... 18,000 148,813
RTZ 10,000 139,876
Scapa Group............................ 23,000 83,807
_________
1,291,283
_________
TOTAL COMMON STOCKS
(cost $7,958,503).................... $8,185,999
==========
PREFERRED STOCKS-1.4%
GERMANY;............. RWE AG (Non-Voting)
(cost $141,950)...................... 5,000 $ 154,907
==========
PRINCIPAL
SHORT-TERM INVESTMENTS-22.6% AMOUNT
_______
U.S. TREASURY BILLS:... 6.08%, 3/7/96 $ 41,000 $ 40,966
5.23%, 3/14/96......................... 52,000 51,907
5.34%, 4/4/96.......................... 79,000 78,633
5.34%, 4/18/96......................... 105,000 104,297
5.25%, 4/25/96......................... 92,000 91,321
5.83%, 5/2/96.......................... 954,000 945,891
5.29%, 5/9/96.......................... 299,000 296,195
5.33%, 5/16/96......................... 976,000 965,937
_________
TOTAL SHORT-TERM INVESTMENTS
(cost $2,575,664).................... $2,575,147
==========
TOTAL INVESTMENTS (cost $10,676,117)....................... 96.0% $10,916,053
===== ==========
CASH AND RECEIVABLES (NET)................. 4.0% $ 460,072
===== ==========
NET ASSETS.................................................................. 100.0% $11,376,125
===== ==========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.

See notes to financial statements.

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 1996 (UNAUDITED)
ASSETS:
Investments in securities, at value
(cost $10,676,117)-see statement...................................... $10,916,053
Cash.................................................................... 552,961
Dividends receivable.................................................... 10,899
Prepaid expenses........................................................ 1,379
__________
11,481,292
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 2,848
Due to Distributor...................................................... 1,846
Payable for investment securities purchased............................. 77,527
Net unrealized depreciation on forward currency
exchange contracts-Note 3(a).......................................... 98
Accrued expenses........................................................ 22,848 105,167
_________ __________
NET ASSETS.................................................................. $11,376,125
============
REPRESENTED BY:
Paid-in capital......................................................... $11,126,288
Accumulated undistributed investment income-net......................... 832
Accumulated undistributed net realized gain on investments.............. 9,906
Accumulated net unrealized appreciation on investments
and foreign currency transactions..................................... 239,099
__________
NET ASSETS at value applicable to 873,324 outstanding shares of
Common Stock, equivalent to $13.03 per share (100 million shares
of $.001 par value authorized).......................................... $11,376,125
============

See notes to financial statements.

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNAUDITED)
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $1,628 foreign taxes withheld at source)....... $32,693
Interest.............................................................. 24,557
________
TOTAL INCOME.................................................... $57,250
EXPENSES:
Management fee-Note 2(a).............................................. 26,576
Legal fees............................................................ 22,737
Custodian fees........................................................ 9,428
Shareholder servicing costs-Note 2(b)................................. 8,597
Auditing fees......................................................... 6,818
Registration fees..................................................... 3,985
Directors' fees and expenses-Note 2(c)................................ 2,052
Prospectus and shareholders' reports.................................. 1,786
Miscellaneous......................................................... 467
________
TOTAL EXPENSES.................................................. 82,446
Less-expense reimbursement from Manager
due to undertaking-Note 2(a)...................................... 42,581
________
NET EXPENSES.................................................... 39,865
________
INVESTMENT INCOME-NET........................................... 17,385
________
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized (loss) on investments and foreign currency
transactions-Note 3(a)................................................ $ (6,838)
Net realized gain on forward currency exchange contracts................ 30,684
________
NET REALIZED GAIN..................................................... 23,846
Net unrealized appreciation on investments and foreign currency
transactions.......................................................... 239,099
________
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 262,945
________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $280,330
=========

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNAUDITED)
OPERATIONS:
<S> <C>
Investment income-net..................................................................... $17,385
Net realized gain on investments.......................................................... 23,846
Net unrealized appreciation on investments for the period................................. 239,099
________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................... 280,330
________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net..................................................................... (16,553)
Net realized gain on investments.......................................................... (13,940)
________
TOTAL DIVIDENDS......................................................................... (30,493)
________
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................................. 12,883,361
Dividends reinvested...................................................................... 30,423
Cost of shares redeemed................................................................... (1,787,496)
________
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.................................. 11,126,288
________
TOTAL INCREASE IN NET ASSETS........................................................ 11,376,125
NET ASSETS:
Beginning of period....................................................................... -
________
End of period (including undistributed investment income-net;
$832 on February 29, 1996).............................................................. $11,376,125
============

SHARES
______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................... 1,014,957
Shares issued for dividends reinvested.................................................... 2,436
Shares redeemed........................................................................... (144,069)
________
NET INCREASE IN SHARES OUTSTANDING...................................................... 873,324
============

See notes to financial statements.
</TABLE>

DREYFUS INTERNATIONAL VALUE FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
Reference is made to page 4 of the Fund's Prospectus dated April 10, 1996,
as revised May 23, 1996.

DREYFUS INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Company") is registered under
the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company and operates as a series company currently
offering eight series, including the Dreyfus International Value Fund (the
"Fund") which commenced operations on September 29, 1995. The Fund's
investment objective is long term capital growth. The Dreyfus Corporation
("Dreyfus") serves as the Fund's investment adviser. Dreyfus is a direct subsi
diary of Mellon Bank, N.A. On September 29, 1995, the Fund's shareholders
approved a sub-investment advisory agreement between Dreyfus and The Boston
Company Asset Management, Inc. ("TBC Asset Management"), an indirect
subsidiary of Mellon Bank, N.A. and an affiliate of Dreyfus, with respect to
the Fund. Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public without a
sales charge.
The Company accounts separately for the assets, liabilities and
operations of each fund. Expenses directly attributable to each Fund are
charged to that funds' operations; expenses which are applicable to all
series are allocated among them on a pro rata basis.
As of February 29, 1996, Allomon Corporation, a subsidiary of Mellon Bank
Investments Corporation, the parent company of which is Mellon Bank, held
402,242 shares of the Fund.
(A) PORTFOLIO VALUATION: The Fund's investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange. Forward currency exchange contracts are
valued at the forward rate.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency
gains or losses realized on securities transactions, the difference between
the amounts of dividends, interest and foreign withholding taxes recorded on
the Funds' books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains or losses arise from
changes in the value of assets and liabilities other than investments in
securities, resulting from changes in exchange rates. Such gains and losses
are included with net realized and unrealized gain or loss on investments.

DREYFUS INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a
regulated investment company, if such qualification is in the best interests
of its shareholders, by complying with the applicable provisions of the
Internal Revenue Code, and to make distributions of taxable income sufficient
to relieve it from substantially all Federal income and excise taxes.
NOTE 2-MANAGEMENT FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH
AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with Dreyfus, the
management fee is computed at the annual rate of 1% of the value of the
Fund's average daily net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also contemplates dividends
and interest accrued on securities sold short) and extraordinary expenses,
exceed the expense limitation of any state having jurisdiction over the Fund,
the Fund may deduct from payments to be made to Dreyfus, or Dreyfus will bear
the amount of such excess to the extent required by state law. The most
stringent state expense limitation applicable to the Fund presently requires
reimbursement of expenses in any full fiscal year that such expenses
(exclusive of certain expenses as described above) exceed 21\2% of the first
$30 million, 2% of the next $70 million and 11\2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. Dreyfus has currently undertaken from
September 29, 1995 through July 31, 1996 to reduce the management fee paid by
or reimburse such excess expenses of the Fund, to the extent that the Fund's
aggregate annual expenses (exclusive of certain expenses as described above)
exceed an annual rate of 1.50 of 1% of the value of the Fund's average daily
net assets. The expense reimbursement, pursuant to the undertaking, amounted
to $42,581 for the period ended February 29, 1996.
The undertaking may be modified by Dreyfus from time to time, provided
that the resulting expense reimbursement would not be less than the amount
required pursuant to the Agreement.
Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and TBC
Asset Management, the sub-investment advisory fee is computed at the annual
rate of .50 of 1% of the average daily value of the Fund's net assets and is
paid monthly by Dreyfus out of its fee.

DREYFUS INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a
transfer agency agreement for providing personnel and facilities to perform
transfer agency services for the Fund. Such compensation amounted to $226 for
the period from December 1, 1995 through February 29, 1996.
(B) Under the Shareholder Services Plan, the Fund pays the Distributor at
an annual rate of .25 of 1% of the value of the Fund's average daily net
assets for the provision of certain services. 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.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended February 29, 1996, the Fund was charged an
aggregate of $6,644 pursuant to the Shareholder Services Plan.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Company an annual fee of $5,000 and an attendance fee of
$500 per meeting. The Chairman of the Board receives an additional 25% of
such compensation.
NOTE 3-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities,
excluding short-term securities and forward currency exchange contracts,
during the period ended February 29, 1996, amounted to $8,519,260 and
$433,096, respectively.
In addition, the following summarizes open forward currency exchange
contracts at February 29, 1996:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOREIGN
CURRENCY U.S. DOLLAR UNREALIZED
FORWARD CURRENCY SALES CONTRACTS AMOUNT PROCEEDS VALUE (DEPRECIATION)
______ _______ ______ _______________

British Pounds, expiring 3/7/96.............. 28,700 $43,939 $44,037 ($98)
=====
</TABLE>
The Fund enters into forward currency exchange contracts in order to hedge
its exposure to changes in foreign currency
exchange rates on its foreign portfolio holdings. When executing forward
currency exchange contracts, the Fund is obligated to buy or sell a foreign
currency at a specified rate on a certain date in the future. With respect to
sales of forward currency exchange contracts, the Fund would incur a loss if
the value of the contract increases between the date the forward contract is
opened and the date the forward contract is closed. The Fund realizes a gain
if the value of the contract decreases between those dates. With respect to
purchases of forward currency exchange contracts, the Fund would incur a loss
if the value of the contract decreases between the date the forward contract
is opened and the date the forward contract is closed. The Fund realizes a
gain if the value of the contract increases between those dates. The Fund is
also
DREYFUS INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
exposed to credit risk associated with counter party nonperformance on these
forward currency exchange contracts which is typically limited to the
unrealized gains on such contracts that are recognized in the statement of
assets and liabilities.
(B) At February 29, 1996, accumulated net unrealized appreciation on
investments and foreign currency exchange contracts was $239,838, consisting
of $402,379 gross unrealized appreciation and $162,541 gross unrealized
depreciation.
At February 29, 1996, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

<TABLE>
<CAPTION>
DREYFUS EMERGING LEADERS FUND
STATEMENT OF INVESTMENTS FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS-97.6% SHARES VALUE
________ ________
<S> <C> <C>
CONSUMER-20.5% Canandaigua Wine, Cl. A................ (a) 12,500 $475,000
Chancellor Broadcasting, Cl. A......... 18,500 379,250
Helen of Troy.......................... (a) 22,500 517,500
Metromedia International Group......... (a) 25,000 343,750
Mossimo................................ 20,000 490,000
Outboard Marine........................ 17,500 354,375
Scholastic............................. (a) 6,000 418,500
Sola International..................... (a) 11,000 305,250
Spelling Entertainment Group........... (a) 25,000 290,625
Stratosphere........................... (a) 41,000 481,750
Sun International Hotels............... (a) 10,000 358,750
Talbots................................ 9,500 287,375
Tiffany & Co........................... 5,000 268,750
________
4,970,875
________
ENERGY- 4.0% Basin Exploration (a) 40,000 200,000
Cairn Energy USA..................... (a) 20,000 217,500
Marine Drilling...................... (a) 80,000 560,000
________
977,500
________
FINANCIAL SERVICES-20.4% ACE 11,500 537,625
Alexander & Alexander Services......... 16,000 298,000
Capital Re............................. 16,600 572,700
CapMac Holdings........................ 20,000 485,000
Duff & Phelps Credit Rating............ 17,500 269,063
E.W. Blanch Holdings................... 18,000 450,000
Enhance Financial Services Group....... 17,500 426,562
Guarantee Life Cos..................... 25,000 403,125
Investors Financial Services........... 16,000 356,000
Reliance Group Holdings................ 50,000 406,250
Standard Federal Bancorporation........ 10,500 434,437
Willis Corroon Group PLC, A.D.R........ 25,000 287,500
________
4,926,262
________
HEALTH CARE-12.8% Applied Bioscience International (a) 30,000 213,750
Ballard Medical Products............... 17,500 288,750
Cohr................................... 10,000 140,000
Conceptus.............................. 13,000 256,750
CorVel............................... (a) 12,500 381,250

DREYFUS EMERGING LEADERS FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
_________ _________

HEALTH CARE (CONTINUED) GMIS (a) 37,500 $492,188
Heartstream............................ 15,000 221,250
Mentor................................. 20,000 512,500
NCS HealthCare, Cl. A.................. 9,500 239,875
VWR Scientific Products................ 25,000 350,000
________
3,096,313
________
MATERIALS &
PROCESSING- 9.1% Cambrex 9,000 421,875
IMCO Recycling......................... 15,000 326,250
International Specialty Products..... (a) 35,000 433,125
Minerals Technologies.................. 9,000 325,125
OM Group............................... 9,500 332,500
Viceroy Resource..................... (a) 70,000 363,653
________
2,202,528
________
PRODUCER DURABLES-15.0% Albany International, Cl. A 16,500 319,688
Avondale Industries.................... (a) 22,000 349,250
Giddings & Lewis....................... 20,000 335,000
Huntco, Cl. A.......................... 16,500 284,625
Powell Industries...................... (a) 35,000 358,750
Rohr Industries........................ (a) 25,000 450,000
Special Devices........................ (a) 20,700 367,425
Thiokol................................ 11,500 471,500
Wolverine Tube......................... (a) 9,500 369,312
Wyman-Gordon........................... (a) 17,500 310,625
________
3,616,175
________
TECHNOLOGY-15.8% Aspect Telecommunications (a) 10,000 471,250
Auspex Systems......................... (a) 22,500 458,437
Cheyenne Software...................... (a) 11,250 262,969
Elcom International.................... 22,500 174,375
Gensym................................. 35,000 560,000
Harmonic Lightwaves.................... 25,000 362,500
Indus Group............................ 26,500 583,000
Madge Networks, N.V.................... (a) 10,000 418,750
Objective System Integrators........... 7,000 287,000
Safeguard Scientifics.................. (a) 5,000
254,375
________
3,832,656
________
TOTAL COMMON STOCKS
(cost $21,164,417)................... $23,622,309
===========

DREYFUS EMERGING LEADERS FUND
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 29, 1996 (UNAUDITED)
PRINCIPAL
SHORT-TERM INVESTMENTS-10.2% AMOUNT VALUE
_________ _________
U.S. TREASURY BILLS: 5.22%, 3/7/96 (b) $522,000 $ 521,567
4.96%, 4/25/96......................... 229,000 227,312
4.86%, 5/2/96.......................... 952,000 943,908
4.74%, 5/9/96.......................... 111,000 109,959
4.77%, 5/16/96......................... 660,000 653,195
________
TOTAL SHORT-TERM INVESTMENTS
(cost $2,456,183).................... $2,455,941
===========
TOTAL INVESTMENTS (cost $23,620,600)........................................ 107.8% $26,078,250
======= ===========
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (7.8%) $(1,884,604)
======= ===========
NET ASSETS.................................................................. 100.0% $24,193,646
======= ===========
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short position.

STATEMENT OF SECURITIES SOLD SHORT FEBRUARY 29, 1996 (UNAUDITED)
COMMON STOCKS SHARES VALUE
__________ __________
Objective System Integrators (proceeds $308,000)............................ 7,000 $287,000
=========

See notes to financial statements.

DREYFUS EMERGING LEADERS FUND
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 1996 (UNAUDITED)
ASSETS:
Investments in securities, at value
(cost $23,620,600)-see statement...................................... $26,078,250
Cash.................................................................... 10,002
Receivable for investment securities sold............................... 361,875
Receivable from broker for proceeds on securities sold short............ 308,000
Dividends and interest receivable....................................... 8,654
Prepaid expenses........................................................ 1,917
__________
26,768,698
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 2,605
Due to Distributor...................................................... 4,489
Payable for investment securities purchased............................. 2,199,461
Securities sold short, at value
(proceeds $308,000)-see statement..................................... 287,000
Payable for Common Stock redeemed....................................... 4,233
Accrued expenses........................................................ 77,264 2,575,052
_________ __________
NET ASSETS.................................................................. $24,193,646
============
REPRESENTED BY:
Paid-in capital......................................................... $20,484,527
Accumulated undistributed investment income-net......................... 10,243
Accumulated undistributed net realized gain on investments,
securities sold short and foreign currency transactions............... 1,220,226
Accumulated net unrealized appreciation on investments,
securities sold short and foreign currency transactions-Note 3(b)..... 2,478,650
__________
NET ASSETS at value applicable to 1,398,540 outstanding shares of
Common Stock, equivalent to $17.30 per share (100 million shares
of $.001 par value authorized).......................................... $24,193,646
============

See notes to financial statements.

DREYFUS EMERGING LEADERS FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 28, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNAUDITED)
INVESTMENT INCOME:
INCOME:
Interest.............................................................. $ 84,038
Cash dividends (net of $215 foreign taxes withheld at source)......... 20,512
________
TOTAL INCOME................................................ $ 104,550
EXPENSES:
Management fee-Note 2(a).............................................. 50,733
Legal fees............................................................ 58,261
Shareholder servicing costs-Note 2(b)................................. 22,114
Auditing fees......................................................... 15,899
Registration fees..................................................... 7,425
Directors' fees and expenses-Note 2(c)................................ 4,699
Custodian fees........................................................ 3,260
Prospectus and shareholders' reports.................................. 1,190
Miscellaneous......................................................... 717
_________
TOTAL EXPENSES.............................................. 164,298
Less-expense reimbursement from Manager
due to undertaking-Note 2(a)...................................... 93,124
_________
NET EXPENSES................................................ 71,174
_________
INVESTMENT INCOME-NET....................................... 33,376
_________
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments-Note 3(a):
Long transactions (including foreign currency transactions)........... $1,170,163
Short sale transactions............................................... 50,063
_________
NET REALIZED GAIN..................................................... 1,220,226
Net unrealized appreciation on investments, securities sold short
and foreign currency transactions..................................... 2,478,650
_________
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS............. 3,698,876
_________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $3,732,252
==========

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS EMERGING LEADERS FUND
STATEMENT OF CHANGES IN NET ASSETS
FROM SEPTEMBER 28, 1995 (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 1996 (UNA
UDITED)
<S> <C>
OPERATIONS:
Investment income-net..................................................................... $ 33,376
Net realized gain on investments.......................................................... 1,220,226
Net unrealized appreciation on investments for the period................................. 2,478,650
_________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................... 3,732,252
_________
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net..................................................................... (23,133)
_________
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................................. 27,066,019
Dividends reinvested...................................................................... 22,761
Cost of shares redeemed................................................................... (6,604,253)
_________
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.................................. 20,484,527
_________
TOTAL INCREASE IN NET ASSETS........................................................ 24,193,646
NET ASSETS:
Beginning of period....................................................................... -
_________
End of period (including undistributed investment income-net;
$10,243 on February 29, 1996)........................................................... $24,193,646
===========

SHARES
________
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................... 1,808,691
Shares issued for dividends reinvested.................................................... 1,452
Shares redeemed........................................................................... (411,603)
_________
NET INCREASE IN SHARES OUTSTANDING...................................................... 1,398,540
===========

See notes to financial statements.
</TABLE>
DREYFUS EMERGING LEADERS FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
Reference is made to page 4 of the Fund's Prospectus dated April 10, 1996.

DREYFUS EMERGING LEADERS FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (the "Company") is registered under
the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company and operates as a series company currently
offering eight series, including the Dreyfus Emerging Leaders Fund (the
"Fund") which commenced operations on September 28, 1995. The Fund's
investment objective is capital growth. The Dreyfus Corporation ("Manager")
serves as the Fund's investment adviser. The Manager is a direct subsidiary
of Mellon Bank, N.A. Premier Mutual Fund Services, Inc. (the "Distributor")
acts as the distributor of the Fund's shares, which are sold to the public
without a sales charge.
The Company accounts separately for the assets, liabilities and
operations of each fund. Expenses directly attributable to each fund are
charged to that fund's operations; expenses which are applicable to all
series are allocated among them on a pro rata basis.
(A) PORTFOLIO VALUATION: The Fund's investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which there
were no transactions, are valued at the average of the most recent bid and
asked prices, except for open short positions, where the asked price is used
for valuation purposes. Bid price is used when no asked price is available.
Investments denominated in foreign currencies are translated to U.S. dollars
at the prevailing rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency
gains or losses realized on securities transactions, the difference between
the amounts of dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains or losses arise from
changes in the value of assets and liabilities other than investments in
securities, resulting from changes in exchange rates. Such gains and losses
are included with net realized and unrealized gain or loss on investments.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.

DREYFUS EMERGING LEADERS FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(E) FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a
regulated investment company, if such qualification is
in the best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
(F) BROKERAGE COMMISSIONS: For the period ended February 29, 1996, the
Fund incurred total brokerage commissions of $36,822, of which $525 was paid
to Dreyfus Investment Services Corporation, a subsidiary of Mellon Bank
Corporation.
NOTE 2-INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .90 of 1% of the value
of the Fund's average daily net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also contemplates dividends
accrued on securities sold short) and extraordinary expenses, exceed the
expense limitation of any state having jurisdiction over the Fund, the Fund
may deduct from payments to be made to the Manager, or the Manager will bear
the amount of such excess to the extent required by state law. The most
stringent state expense limitation applicable to the Fund presently requires
reimbursement of expenses in any full fiscal year that such expenses
(exclusive of certain expenses as described above) exceed 21\2% of the first
$30 million, 2% of the next $70 million and 11\2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. The Manager has currently undertaken from
September 28, 1995 through August 31, 1996 to reduce the management fee paid
by or reimburse such excess expenses of the Fund, to the extent that the
Fund's aggregate annual expenses (exclusive of certain expenses as described
above) exceed an annual rate of 1.25 of 1% of the value of the Fund's average
daily net assets. The expense reimbursement, pursuant to the undertaking,
amounted to $93,124 for the period ended February 29, 1996.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $4,820 for the period from
December 1, 1995 through February 29, 1996.
(B) Under the Shareholder Services Plan, the Fund pays the Distributor at
an annual rate of .25 of 1% of the value of the Fund's average daily net
assets for the provision of certain services. 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.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended February 29, 1996, the Fund was charged an
aggregate of $14,092 pursuant to the Shareholder Services Plan.

DREYFUS EMERGING LEADERS FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and
an attendance fee of $500 per meeting. The Chairman of the Board receives an
additional 25% of such compensation.
NOTE 3-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities, during the period
ended February 29, 1996 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
____________ ___________
<S> <C> <C>
Long transactions................................................ $26,268,021 $6,272,084
Short sale transactions.......................................... 1,380,515 1,738,578
____________ ___________
TOTAL.......................................................... $27,648,536 $8,010,662
============ ============
</TABLE>
The Fund is engaged in short-selling which obligates the Fund to replace
the security borrowed by purchasing the security at current market value.
The Fund would incur a loss 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 would realize a gain if the
price of the security declines between those dates. Until the Fund replaces
the borrowed security, the Fund will maintain daily, a segregated account
with a broker and/or custodian, of cash and/or U.S. Government securities
sufficient to cover its short position. Securities sold short at February 29,
1996 and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
(B) At February 29, 1996, accumulated net unrealized appreciation on
investments was $2,478,650, consisting of $2,832,560 gross unrealized
appreciation and $353,910 gross unrealized depreciation.
At February 29, 1996, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

[Dreyfus lion "d" logo]
DREYFUS EMERGING LEADERS FUND
200 Park Avenue
New York, NY 10166
MANAGER
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
CUSTODIAN
The Bank of New York
90 Washington Street
New York, NY 10286
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, RI 02903

Further information is contained
in the Prospectus, which must
precede or accompany this report.

Printed in U.S.A. 259SA962
[Dreyfus logo]
Emerging Leaders
Fund
Semi-Annual
Report
February 29, 1996