DREYFUS GROWTH & VALUE FUNDS INC, 485BPOS, 1996-12-03

DREYFUS GROWTH & VALUE FUNDS INC
485BPOS, 1996-12-03

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File Nos. 33-51061

811-7123

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 8 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 8 [X]

(Check appropriate box or boxes.)

Dreyfus Growth and Value Funds, Inc.
(Exact Name of Registrant as Specified in Charter)

c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 922-6000

Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)

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

immediately upon filing pursuant to paragraph (b)
----
X on December 16, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----

If appropriate, check the following box:

this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----

Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended August 31, 1996 was filed on October 30, 1996.

DREYFUS GROWTH AND VALUE FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)

Dreyfus Aggressive
Items in Value Fund
Part A of
Form N-1A Caption Page
_________ _______ _______

1 Cover Page Cover

2 Synopsis 3

3 Condensed Financial Information 4

4 General Description of Registrant 4

5 Management of the Fund 7

5(a) Management's Discussion of Fund's Performance *

6 Capital Stock and Other Securities 16

7 Purchase of Securities Being Offered 8

8 Redemption or Repurchase 13

9 Pending Legal Proceedings *

Items in
Part B of
Form N-1A
- ---------

10 Cover Page Cover

11 Table of Contents Cover

12 General Information and History B-32

13 Investment Objectives and Policies B-3

14 Management of the Fund B-14

15 Control Persons and Principal B-17
Holders of Securities

16 Investment Advisory and Other B-17
Services
_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

DREYFUS GROWTH AND VALUE FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)

Items in
Part B of
Form N-1A Caption Page
_________ _______ _____

17 Brokerage Allocation B-30

18 Capital Stock and Other Securities B-32

19 Purchase, Redemption and Pricing B-20; B-22
of Securities Being Offered and B-27

20 Tax Status *

21 Underwriters B-1 and B-20

22 Calculations of Performance Data B-31

23 Financial Statements B-38

Items in
Part C of
Form N-1A
_________

24 Financial Statements and Exhibits C-1

25 Persons Controlled by or Under C-4
Common Control with Registrant

26 Number of Holders of Securities C-4

27 Indemnification C-4

28 Business and Other Connections of C-5
Investment Adviser

29 Principal Underwriters C-12

30 Location of Accounts and Records C-15

31 Management Services C-15

32 Undertakings C-15

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

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

PROSPECTUS DECEMBER 16, 1996

DREYFUS AGGRESSIVE GROWTH FUND
- ------------------------------------------------------------------------------

DREYFUS AGGRESSIVE GROWTH 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 ARE
CHARACTERIZED AS "GROWTH" COMPANIES ACCORDING TO CRITERIA ESTABLISHED BY THE
DREYFUS CORPORATION.

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 DECEMBER 16, 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. THE SECURITIES AND
EXCHANGE COMMISSION MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS
THE STATEMENT OF ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE,
AND OTHER INFORMATION REGARDING THE FUND. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, 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.

Fee Table......................................... 3
Condensed Financial Information................... 4
Description of the Fund........................... 4
Management of the Fund............................ 6
How to Buy Shares................................. 7
Shareholder Services.............................. 10
How to Redeem Shares ............................. 13
Shareholder Services Plan......................... 15
Dividends, Distributions and Taxes................ 15
Performance Information........................... 17
General Information............................... 17
Appendix.......................................... 19

- ------------------------------------------------------------------------------
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>

FEE TABLE
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Redemption Fee* (as a percentage of amount redeemed)................... 1.00%
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Management Fees........................................................ .75%
Other Expenses......................................................... .95%
Total Fund Operating Expenses.......................................... 1.70%
* Shares purchased on or after February 3, 1997 and held for less than 15
days will be subject to a 1% redemption fee payable to the Fund. Exchanges
will be treated as redemptions for purposes of imposing the redemption fee.
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: $17 $54 $92 $201

</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 and investors, the payment of which
will reduce investors' annual return. The information in the foregoing table
does not reflect any fee waiver 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 the period September 29, 1995
(commencement of operations) to August 31, 1996. This information has been
derived from the Fund's financial statements.

<S> <C>
PER SHARE DATA:
Net asset value, beginning of period.................................................... $12.50
-------
Investment Operations:
Investment (loss)_net................................................................... (.10)
Net realized and unrealized gain on investments......................................... 10.31(1)
-------
Total from Investment Operations...................................................... 10.21
-------
Net asset value, end of period.......................................................... $22.71
=======
TOTAL INVESTMENT RETURN..................................................................... 81.68%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets....................................... 1.16%(2)
Ratio of interest expense and loan commitment fees to average net assets................ .24%(2)
Ratio of net investment loss to average net assets...................................... (1.04%)(2)
Decrease reflected in above expense ratio due to
undertaking by The Dreyfus Corporation................................................ .17%(2)
Portfolio Turnover Rate................................................................. 125.17%(2)
Average commission rate paid (3)...................................................... $.0543
Net Assets, end of period (000's omitted)...................................... $119,341
(1) In addition to the net realized and unrealized loss on investments, this amount includes an increase in net asset value
per share resulting from the timing of issuances and redemptions of Fund shares in relation to fluctuating market values
for the portfolio.
(2) Not annualized.
(3) The Fund is required to disclose its average commission rate paid per share for purchases and sales of investment
securities.

</TABLE>

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.

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.

Page 4

The Fund employs a growth-oriented approach to investing in stocks
based on the belief that relative stock performance is driven by relative
earnings performance. The Fund looks for companies, regardless of size,
which, in the opinion of The Dreyfus Corporation, will experience earnings
growth at an above average rate. When selecting its core holdings, the Fund
focuses on projected earnings growth for the upcoming 12 to 18 months.

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 "growth" companies according to criteria established by The
Dreyfus Corporation. The Fund's securities selections generally will be made
without regard to an issuer's market capitalization. Equity securities
consist of common stocks and preferred stocks. The Fund may invest up to 30%
of the value of its total assets in the securities of foreign companies which
are not publicly traded in the United States and the debt securities of
foreign governments.
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.
In an effort to increase returns, the Fund expects to trade actively
and that the annual portfolio turnover rate could 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 may engage
in various investment techniques, such as foreign currency transactions,
leveraging, options and futures transactions and short-selling. For a
discussion of the investment techniques and their related risks, see
"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 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 more subject 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.
Page 5

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 September 30, 1996, The Dreyfus Corporation
managed or administered approximately $81 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 Michael L. Schonberg.
He has held that position since September 1995 and has been employed by The
Dreyfus Corporation since July 1995. Prior to joining The Dreyfus
Corporation, Mr. Schonberg was a General Partner of Omega Advisors since 1994
and, for more than five years prior thereto, Chief Investment Officer and a
Managing Director at UBS Asset 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 and for
other funds advised by The Dreyfus Corporation through a professional staff
of portfolio managers and securities analysts.

a number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $81
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.

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. 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.

DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, 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, serves as the Fund's Custodian.

mum 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
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 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# 8900279621/Dreyfus
Aggressive Growth 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.
Page 8

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. Certain securities may be valued by an independent pricing
service approved by the Company's Board and are valued at fair value as
determined by the pricing service. 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 calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.

Page 9

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, by a separate signed Shareholder Services Form,
available by calling 1-800-645-6561, or by oral request from any of the
authorized signatories on the account by calling 1-800-645-6561. If you have
established the Telephone Exchange Privilege, you may telephone exchange
instructions (including over The Dreyfus TouchRegistration Mark Automated
Telephone System) by calling 1-800-645-6561. 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.

For shares purchased after February 3, 1997, the Fund will impose a
redemption fee equal to 1% of the net asset value of such shares exchanged
where the exchange is made less than 15 days after issuance. See "How to
Redeem Shares." Otherwise, 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 administrative 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."

Page 10

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
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
Page 11

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 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.
Page 12
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.
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.

On shares acquired by purchase or exchange on or after February 3,
1997, the Fund will deduct a redemption fee of 1% of the net asset value of
Fund shares redeemed or exchanged in less than 15 days following the issuance
of such shares. The fee will be retained by the Fund and used primarily to
offset the transaction costs that short-term trading imposes on the Fund and
its shareholders. Solely for purposes of calculating the 15 day holding
period, the Fund uses the "first-in, first-out" method, which assumes that
the shares you are redeeming or exchanging are the ones you have held the
longest. The fee will be prorated if some of the shares being redeemed or
exchanged have been held for 15 days or more. No redemption fee will be
charged upon the redemption of shares acquired through reinvestment of
dividends or capital gain distributions, or shares redeemed through the
Fund's Automatic Withdrawal Plan or Dreyfus Auto-Exchange Privilege, or
through omnibus accounts. The redemption fee may be waived, modified or
discontinued at any time or from time to time. 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 BUILDERRegistration
Mark 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
Page 13

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 (including over The Dreyfus TouchRegistration Mark Automated
Telephone System) 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
Page 14

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 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 calling 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.
Page 15

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.
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 Fund believes that the Fund has qualified for the
fiscal year ended August 31, 1996 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.
Page 16

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, 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
Page 17

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.
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.
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.
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.
Page 19

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.
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 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.

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 receivable 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 permissible liquid assets at least equal at
all times to the amount of the commitments will be established and maintained
at the Fund's custodian bank.

Page 20

CERTAIN PORTFOLIO SECURITIES
AMERICAN DEPOSITARY RECEIPTS -- The Fund may invest in the securities of
foreign issuers in the form of American Depositary Receipts ("ADRs"). 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.
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 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
Page 21

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.
INVESTMENT COMPANIES -- The Fund may invest in securities issued by
registered and unregistered investment companies. Under the 1940 Act, the
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.
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 22

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Page 23

Aggressive
Growth
Fund
Prospectus

Copy Rights 1996 Dreyfus Service Corporation
256p121696

Registration Mark
Page 24

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

PROSPECTUS DECEMBER 16, 1996

DREYFUS AGGRESSIVE VALUE FUND
- ------------------------------------------------------------------------------

DREYFUS AGGRESSIVE 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 ARE
CHARACTERIZED AS "VALUE" COMPANIES ACCORDING TO CRITERIA ESTABLISHED BY THE
DREYFUS CORPORATION.

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 OF CONTENTS
Page
Fee Table......................................... 3
Condensed Financial Information................... 4
Description of the Fund........................... 4
Management of the Fund............................ 7
How to Buy Shares................................. 8
Shareholder Services.............................. 10
How to Redeem Shares ............................. 13
Shareholder Services Plan......................... 15
Dividends, Distributions and Taxes................ 15
Performance Information........................... 17
General Information............................... 17
Appendix.......................................... 19
- ------------------------------------------------------------------------------
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>

FEE TABLE
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Redemption Fee* (as a percentage of amount redeemed).................................... 1.00%
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees ........................................................................ .06%
Other Expenses.......................................................................... 1.19%
Total Fund Operating Expenses........................................................... 1.25%
* Shares purchased on or after February 3, 1997, and held for less than
15 days will be subject to a 1% redemption fee payable to the Fund.
Exchanges will be treated as redemptions for purposes of imposing the
redemption fee. See "How to Redeem Shares."
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $13 $40 $69 $151

</TABLE>

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, 1997, Fund expenses, including the
management fee, exceed 1.25% 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 --
.75%, and Total Fund Operating Expenses -- 1.94%. 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 the year September 29, 1995
(commencement of operations) to August 31, 1996. This information has been
derived from the Fund's financial statements.
<TABLE>
<CAPTION>

<S> <C>
PER SHARE DATA:
Net asset value, beginning of year........................................ $12.50
-------
INVESTMENT OPERATIONS:
Investment income--net.................................................... .09
Net realized and unrealized gain on investments........................... 7.53
-------
TOTAL FROM INVESTMENT OPERATIONS.......................................... 7.62
-------
DISTRIBUTIONS:
Dividends from investment income --net.................................... (.04)
-------
Net asset value, end of period............................................ $20.08
=======
TOTAL INVESTMENT RETURN..................................................... 61.00%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................... 1.17%(1)
Ratio of net investment income to average net assets...................... .55%(1)
Decrease in above expense ratios due to undertaking by The Dreyfus Corporation.63%(1)
Portfolio Turnover Rate................................................... 260.98%(1)
Average Commission Rate(2)................................................ $.0508
Net Assets, end of period (000's omitted)................................. $9,711
(1) Not annualized.
(2) The Fund is required to disclose its average commission rate paid per
share for purchases and sales of investment securities.

</TABLE>

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 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. The
Fund's invest approach is value-oriented and it is expected that the
securities in its "core" portfolio (approximately 80% of its total assets)
will have the following characteristics: mid to large capitalization stocks
with a price-to-earnings ratio below the market average, a competitive
projected growth rate and a slightly below market average dividend yield. The
"strategic overlay" for the remainder of the Fund's port-
Page 4

folio (approximately 20% of its total assets) is expected to emphasize
short-selling (usually hedged with futures contracts), heavy industry
weightings, and investments in small capitalization securities, high yield
corporate debt securities and private placements.

The Fund may invest in convertible securities, preferred stocks and
debt securities without limitation when management believes that such
securities offer opportunities for capital growth. The debt securities in
which the Fund may invest must be rated at least Caa by Moody's Investors
Service, Inc. ("Moody's") or CCC by Standard & Poor's Ratings Group ("S&P")
or, if unrated, deemed to be of comparable quality by The Dreyfus
Corporation. Obligations rated Caa by Moody's and CCC by S&P are considered
to have predominantly speculative characteristics with respect to capacity to
pay interest and repay principal and to be of poor standing. The Fund intends
to invest less than 20% of its net assets in debt securities rated lower than
investment grade by Moody's and S&P. See "Investment Considerations and
Risks" below for a discussion of certain risks.
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.

In an effort to increase returns, the Fund expects to trade actively
and that the annual portfolio turnover rate could 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 may engage
in various investment techniques, such as foreign currency transactions,
options and futures transactions and short-selling. For a discussion of the
investment techniques and their related risks, see "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 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 securi-
Page 5

ties typically are traded in lower volume and the issuers typically are more
subject to changes in earnings and prospects.
FIXED-INCOME SECURITIES -- Even though interest-bearing securities are
investments which promise a stable stream of income, the prices of such
securities generally are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuer. Certain securities that may be
purchased by the Fund, such as those rated Baa or lower by Moody's and BBB or
lower by S&P, may be subject to such risk with respect to the issuing entity
and to greater market fluctuations than certain lower yielding, higher rated
fixed-income securities. Once the rating of a portfolio security has been
changed, the Fund will consider all circumstances deemed relevant in
determining whether to continue to hold the security. See "Lower Rated
Securities" and "Appendix_Certain Portfolio Securities_Ratings" below and
"Appendix" in the Statement of Additional Information.

LOWER RATED SECURITIES -- The Fund may invest up to 35% of its net assets in
higher yielding (and, therefore, higher risk) debt securities such as those
rated Ba by Moody's or BB by S&P or as low as Caa by Moody's or CCC by S&P
(commonly known as junk bonds). They may be subject to certain risks with
respect to the issuing entity and to greater market fluctuations than certain
lower yielding, higher rated fixed-income securities. The retail secondary
market for these securities may be less liquid than that of higher rated
securities; adverse conditions could make it difficult at times for the Fund
to sell certain securities or could result in lower prices than those used in
calculating the Fund's net asset value.

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.

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 September 30, 1996, The Dreyfus Corporation
managed or administered approximately $81 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 Timothy M. Ghriskey. He
has held that position since September 1995 and has been employed by The
Dreyfus Corporation since July 1995. Prior to joining The Dreyfus
Corporation, Mr. Ghriskey was a Vice President and Associate Managing Partner
at Loomis, Sayles & Co. since 1985. The Fund's other portfolio managers are
identified in the Statement of Additional Information. The Dreyfus
Corporation also provides research services for the Fund and 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
$226 billion in assets as of September 30, 1996, including approximately $85
billion in proprietary mutual fund assets. As of September 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $905 billion in assets,
including approximately $60 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. For the period September
29, 1995 (commencement of operations) through August 31, 1996, the Fund paid
The Dreyfus Corporation a monthly management fee at the effective annual rate
of .06 of 1% of the value of the Fund's average daily net assets. 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. 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.

Page 7

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 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 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."
Page 8

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# 8900279648/Dreyfus
Aggressive 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."

cerning 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 calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.

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, by a separate signed Shareholder Services Form,
available by calling 1-800-645-6561, or by oral request from any of the
authorized signatories on the account, also by calling 1-800-645-6561. If you
have established the Telephone Exchange Privilege, you may telephone exchange
instructions (including over the Dreyfus TouchRegistration Mark Automated
Telephone System) by calling 1-800-645-6561. 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.

For shares purchased on or after February 3, 1997, the Fund will
impose a redemption fee equal to 1% of the amount exchanged where the
exchange is made less than 15 days after issuance. See "How to Redeem
Shares." Otherwise, 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
Page 10

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

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 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
Page 12

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.
HOW TO REDEEM SHARES
GENERAL
On shares acquired by purchase or exchange on or after February 3,
1997 the Fund will deduct a redemption fee of 1% of the net asset value of
Fund shares redeemed or exchanged in less than 15 days following the issuance
of such shares. The fee will be retained by the Fund and used primarily to
offset the transaction costs that short-term trading imposes on the Fund and
its shareholders. Solely for purposes of calculating the 15 day holding
period, the Fund uses the "first-in, first out" method, which assumes that
the shares you are redeeming or exchanging are the ones you have held the
longest. The fee will be prorated if some of the shares being redeemed or
exchanged have been held for 15 days or more. No redemption fee will be
charged upon the redemption of shares acquired through reinvestment of
dividends or capital gain distributions, or shares redeemed through the
Fund's Automatic Withdrawal Plan or Dreyfus Auto-Exchange Privilege, or
through omnibus accounts. The redemption fee may be waived, modified or
discontinued at any time or from time to time. In addition, 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
Page 13

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 (including over the Dreyfus TouchRegistration Mark Automatic
Telephone System) 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.

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 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 calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.

tributions 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.
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 has qualified for
the fiscal year ended August 31, 1996 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.
Page 16

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.

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 could 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.
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
Page 19

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.

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.
AMERICAN DEPOSITARY RECEIPTS -- The Fund may invest in the securities of
foreign issuers in the form of American Depositary Receipts ("ADRs"). These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
Page 20

issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation.
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 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
or A-1 by 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
Page 21

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.
RATINGS -- Securities rated Ba by Moody's are judged to have speculative
elements; their future cannot be considered as well assured and often the
protection of interest and principal payments may be very moderate.
Securities rated BB by S&P are regarded as having predominantly speculative
characteristics and, while such obligations have less near-term vulnerability
to default than other speculative grade debt, they face major ongoing
uncertainties or exposure to adverse business, financial or economic condition
s which could lead to inadequate capacity to meet timely interest and
principal payments. Securities rated Caa by Moody's are of poor standing and
may be in default or there may be present elements of danger with respect to
principal or interest. S&P typically assigns a CCC rating to debt which has a
current identifiable vulnerability to default and is dependent upon favorable
business, financial and economic conditions to meet timely payments of
interest and repayment of principal. Such securities, though high yielding,
are characterized by great risk. See "Appendix" in the Statement of
Additional Information for a general description of securities ratings.
The ratings of Moody's and S&P represent their opinions as to the
quality of the obligations which they undertake to rate. Ratings are relative
and subjective and, although ratings may be useful in evaluating the safety
of interest and principal payments, they do not evaluate the market value
risk of such obligations. Although these ratings may be an initial criterion
for selection of portfolio investments, The Dreyfus Corporation also will
evaluate these securities and the ability of the issuers of such securities
to pay interest and principal. The Fund's ability to achieve its investment
objective may be more dependent on The Dreyfus Corporation's credit analysis
than might be the case for a fund that invested in higher rated securities.
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 22

[This Page Intentionally Left Blank]
Page 23
Aggressive
Value
Fund
Prospectus

Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
257p121696
Page 24

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)

DECEMBER 16, 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, and
Dreyfus Small Company Value Fund, each dated March 1, 1996, Dreyfus
Emerging Leaders Fund, Dreyfus Midcap Value Fund, and Dreyfus International
Value Fund, each dated April 10, 1996, and Dreyfus Aggressive Growth Fund
and Dreyfus Aggressive Value Fund, each dated December 16, 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-18
Purchase of Shares. . . . . . . . . . . . . . . . . . . . B-21
Shareholder Services Plan . . . . . . . . . . . . . . . . B-22
Redemption of Shares. . . . . . . . . . . . . . . . . . . B-24
Shareholder Services. . . . . . . . . . . . . . . . . . . B-26
Determination of Net Asset Value. . . . . . . . . . . . . B-29
Dividends, Distributions and Taxes. . . . . . . . . . . . B-30
Portfolio Transactions. . . . . . . . . . . . . . . . . . B-32
Performance Information . . . . . . . . . . . . . . . . . B-34
Information About the Funds . . . . . . . . . . . . . . . B-35
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . B-35
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . B-37
Financial Statements. . . . . . . . . . . . . . . . . . . B-41
Reports of Independent Auditors . . . . . . . . . . . . . B-49; B-69
B-80 and B-104

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 that enters into them. 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 Funds' 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 permissible liquid
assets 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
permissible liquid assets, at such a level that the amount deposited in the
account plus the amount deposited with the broker as collateral always
equals 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 Funds' 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 permissible
liquid assets 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, or
at a specific date.

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 receivable 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
permissible liquid assets 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 ("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. He is
also Chairman of the Board of Directors of Noel Group, Inc., a venture
capital company; 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. For more than five years prior
to January 1995, 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 52 years old and his
address is 200 Park Avenue, New York, New York 10166.

*DAVID P. FELDMAN, Board Member. Corporate Vice President-Investment
Management of AT&T. He is also a trustee of Corporate Property
Investors, a real estate investment company. He is 56 years old and
his address is One Oak Way, Berkeley Heights, New Jersey 07922.

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.

JACK R. MEYER, Board Member. President and Chief Executive Officer of
Harvard Management Company, an investment management company, since
September 1990. For more than five years prior thereto, he was
Treasurer and Chief Investment Officer of The Rockefeller Foundation.
He is 50 years old and his address is 600 Atlantic Avenue, Boston,
Massachusetts 02210.

JOHN SZARKOWSKI, Board Member. Director Emeritus of Photography at The
Museum of Modern Art. Consultant in Photography. He is 70 years old
and his address is Bristol Road, Box 221, East Chatham, New York
12060.

ANNE WEXLER, Board Member. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also
a director of Alumax, Comcast Corporation, The New England Electric
System, and Nova Corporation, and a member of the Board of the Carter
Center of Emory University, the Council of Foreign Relations, the
National Park Foundation, Visiting Committee of the John F. Kennedy
School of Government at Harvard University and the Board of Visitors
of the University of Maryland School of Public Affairs. She is 66
years old and her address is c/o The Wexler Group, 1317 F Street,
N.W., Suite 600, Washington, D.C. 20004.

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, 1996, 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:

Total Compensation
From Company and
Aggregate Fund Complex
Name of Board Compensation Paid to Board
Member From the Company* Member***

Joseph S. DiMartino $7,663 $448,618 (94)

David P. Feldman $1,007** $113,783 (27)

John M. Fraser, Jr. $6,130 $ 58,606 (12)

Ehud Houminer $5,630 $ 55,405 (12)

David J. Mahoney $5,130 $ 47,250 (14)

Gloria Messinger $6,130 $ 5,511 (1)

Jack R. Meyer $1,007** $ 21,125 (4)

John Szarkowski $1,007** $ 21,625 (4)

Anne Wexler $1,007** $ 62,201 (16)

* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $ for all Board members as a group.
** Amount for the period from July 26, 1996 (date Board member was elected
to the Board) to August 31, 1996.

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 39 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 32 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 27 years
old.

DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc. and an
officer of other investment companies advised or administered by the
Manager. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank and Trust Company. From December 1991
to March 1993, Mr. Conroy was employed as a Fund Accountant at The
Boston Company, Inc. He is 27 years old.

RICHARD W. INGRAM, Vice President and Assistant Secretary. Senior Vice
President and Director of Client Services and Treasury Operations of
Funds Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From March 1994 to November
1995, he was Vice President and Division Manager for First Data
Investor Services Group. From 1989 to 1994, he was Vice President,
Assistant Treasurer and Tax Director - Mutual Funds of The Boston
Company, Inc. He is 40 years old.

MARK A. KARPE, Vice President and Assistant Secretary. Senior Paralegal of
the Distributor and an officer of other investment companies advised
or administered by the Manager. From August 1993 to May 1996, he
attended Hofstra University School of Law. Prior to August 1993, he
was employed as an Associate Examiner at the National Association of
Securities Dealers. He is 27 years old.

MARY A. NELSON, Vice President and Assistant Treasurer. Vice President and
Manager of Treasury Services and Administration of Funds Distributor,
Inc. and an officer of other investment companies advised or
administered by the Manager. From September 1989 to July 1994, she
was an Assistant Vice President and Client Manager for The Boston
Company, Inc. She is 32 years old.

JOSEPH F. TOWER, III, Vice President and 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 34 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 November 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 November 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 - 55.15 of the shares of Dreyfus
Midcap Value Fund, 10.52% of the shares of Dreyfus International Value
Fund; Balsa & Co., P.O. Box 1768, Grand Central Station, New York 10163 -
7.98% of the shares of Dreyfus Aggressive 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:
W. Keith Smith, Chairman of the Board; Christopher M. Condron, President,
Chief Executive Officer, 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; 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; 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
Ernst G. Wiggins, Jr.

Dreyfus Aggressive Growth Fund Michael L. Schonberg

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

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 G. Wiggins, Jr.

Dreyfus International Value Fund Sandor Cseh

Dreyfus Emerging Leaders Fund Paul Kandel
Hilary Woods

The Manager also maintains a research department with a professional
staff of portfolio managers and securities analysts who provide research
services for the Funds and 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>

For the period September 29, 1995 (commencement of operations) through
August 31, 1996, the management fees payable by Dreyfus Aggressive Growth
Fund, Dreyfus Aggressive Value Fund, Dreyfus International Value Fund,
Dreyfus Emerging Leaders Fund, and Dreyfus Midcap Value Fund and the
amounts waived by the Manager were as follows:

Management Reduction
Fund Fee Payable in Fee Net Fee Paid
1996 1996 1996
<S> <C> <C> <C>
Dreyfus Aggressive Growth Fund $352,634 $86,505 $266,129

Dreyfus Aggressive Value Fund $ 43,706 $39,945 $ 3,761

Dreyfus International Value Fund $122,121 $67,691 $ 54,430

Dreyfus Emerging Leaders Fund $205,324 $89,685 $115,639

Dreyfus Midcap Value Fund $ 19,408 $19,408 -0-

</TABLE>

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
last so approved on March 14, 1996. 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

For the period ended September 29, 1995 (commencement of operations),
through August 31, 1996, the amounts charged to Dreyfus Aggressive Growth
Fund, Dreyfus Aggressive Value Fund, Dreyfus International Value Fund,
Dreyfus Emerging Leaders Fund, and Dreyfus Midcap Value Fund pursuant to
the Shareholder Services Plan were as follows:

Fund Amount Charged

Dreyfus Aggressive Growth Fund $117,545

Dreyfus Aggressive Value Fund $14,569

Dreyfus International Value Fund $30,530

Dreyfus Emerging Leaders Fund $57,034

Dreyfus Midcap Value Fund $ 6,469

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:

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

Dreyfus Large
Company Growth
Fund $24,999 $0 $1,417 $26,416 $0

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

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

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

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."

Redemption Fee. For shares purchased on or after February 3, 1997,
the Fund will deduct a redemption fee of 1% of the net asset value of Fund
shares redeemed or exchanged in less than 15 days. The redemption fee will
be deducted from redemption proceeds and retained by the Fund.

No redemption fee will be charged upon the redemption of shares
through the Fund's Automatic Withdrawal Plan or Dreyfus Auto-Exchange
Privilege or through omnibus accounts. Further, no redemption fee will be
charged upon the redemption of Fund shares acquired through reinvestment of
dividends or distributions. The redemption fee may be waived, modified or
discontinued at any time or from time to time.

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. A 1% redemption fee will be charged upon an exchange
of Fund shares where the exchange occurs less than 15 days following the
issuance of such shares. Shares of other funds purchased by exchange, will
be purchased on the basis of relative net asset value per share as follows:

A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load 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 (including
over The Dreyfus Touch(R) Automated Telephone System) 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 automatically 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 each Fund has qualified for
its most recent fiscal year as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (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, the Fund will pay no
Federal income tax on net investment income and net realized securities
gains to the extent that such income and gains are distributed to
shareholders in accordance with applicable provisions of the Code. To
qualify as a regulated investment company, the Fund must 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%. The
portfolio turnover rate for the fiscal year ended August 31, 1996 was as
follows: Dreyfus Aggressive Growth Fund--125.17%; Dreyfus Aggressive Value
Fund--260.98%; Dreyfus International Value Fund--19.14%; Dreyfus Emerging
Leaders Fund--203.66%; and Dreyfus Midcap Value Fund--266.80%. 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:

Fund Amount Paid
1994(1) 1995
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.

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.

For the period September 29, 1995 (commencement of operations) through
August 31, 1996, Dreyfus Aggressive Growth Fund paid $300,047, Dreyfus
Aggressive Value Fund paid $39,015 Dreyfus Emerging Leaders Fund paid
$142,099, Dreyfus International Value Fund paid $96,586, Dreyfus Midcap
Value Fund paid $23,569 for brokerage commissions, none of which was paid
to the Distributor. For such period, Dreyfus Agressive Growth Fund paid
$2,539,293, Dreyfus Aggressive Value Fund paid $336,949, Dreyfus Emerging
Leaders Fund paid $806,763, Dreyfus International Value Fund paid $96,586
and Dreyfus Midcap Value Fund paid $53,544 in gross spreads and
concessions.

The Company contemplates that, consistent with the policy of obtaining
the most favorable net price, brokerage transactions may be conducted
through the Manager or its affiliates, including Dreyfus Investment
Services Corporation. The Company's Board has adopted procedures in
conformity with Rule 17e-1 under the 1940 Act to ensure that all brokerage
commissions paid to the Manager or its affiliates are reasonable and fair.
For the fiscal years ended October 31, 1994 and 1995, with respect to
Dreyfus Large Company Growth Fund, Dreyfus Large Company Value Fund and
Dreyfus Small Company Value Fund, no brokerage commissions were paid to the
Manager 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
(August 31, 1996 with respect to Dreyfus Aggressive Growth Fund and Dreyfus
Aggressive Value Fund) was as follows:

Average Annual Average Annual
Aggregate Total Return Total Return Total Return
Since Inception Since Inception(3) One Year
<S> <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) 81.68% 91.63% -
Dreyfus Aggressive Value Fund(2) 61.00% 68.00% -
Dreyfus Midcap Value Fund(2) 26.88% 29.61% -
Dreyfus International Value Fund(2) 6.43% 7.02% -
Dreyfus Emerging Leaders Fund(2) 46.09% 51.12% -
_______________________________________
(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. For the period December 1, 1995 (effective
date of transfer agency agreement) through August 31, 1996, each Fund paid
the Transfer Agent the following: Dreyfus Aggressive Fund--$37,522,
Dreyfus Aggressive Value Fund--$2,828, Dreyfus Emerging Leaders Fund--
$21,977, Dreyfus International Value Fund--$1,788, and Dreyfus Midcap Value
Fund--$378. The Bank of New York, 90 Washington Street, New York, New York
10286, acts as custodian for the investments of Dreyfus International Value
Fund. Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as custodian for the investments of
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. Under a custody agreement with such Funds, Mellon Bank, N.A. holds
the 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. For the period March 14, 1996
(effective date of Custody Agreement) through August 31, 1996 each Fund
paid the custodian the following: Dreyfus Aggressive Growth Fund--$8,365,
Dreyfus Aggressive Value Fund--$2,120, Dreyfus Emerging Leaders Fund--
$3,431, and Dreyfus Midcap Value Fund--$3,265.

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.

<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF INVESTMENTS AUGUST 31, 1996
COMMON STOCKS-115.6% SHARES VALUE
_______ _______
<S> <C> <C>
COMMERCIAL SERVICES-10.1% Corrections Corporation of America (a) 150,000 $ 4,837,500
Katz Digital Technologies.............. 150,000 637,500
NuCo2.................................. 130,000 3,380,000
PC Service Source...................... (a) 115,000 1,610,000
Quintel Entertainment.................. 250,000 1,625,000
_______
12,090,000
_______
CONSUMER DURABLES-.7% Black Rock Golf........................ 140,000 805,000
_______
CONSUMER
NON-DURABLES-5.2% Ultrafem............................... 265,000 5,962,500
Vista 2000............................. (a) 350,000 218,750
_______
6,181,250
_______
CONSUMER SERVICES-14.2% Alma International..................... (a) 1,000,000 3,000,000
Casino Data Systems.................... (a) 210,000 3,858,750
Checkfree.............................. 170,000 2,826,250
Cinar Films, Cl. B..................... (a) 205,000 4,894,375
Koo Koo Roo............................ (a) 75,000 590,625
Wiztec Solutions....................... 250,000 1,781,250
_______
16,951,250
_______
ELECTRONIC
TECHNOLOGY-10.6% Advanced Photonix, Cl. A............... (a) 420,000 1,443,750
Gilat Satellite Networks............... (a) 220,000 4,317,500
MRV Communications..................... (a) 150,000 2,997,656
Personal Computer Products............. (a) 1,325,000 2,442,969
Tridex................................. (a) 150,000 1,490,625
_______
12,692,500
_______
ENERGY MINERALS-2.2% Rutherford-Moran Oil................... 110,000 2,681,250
_______
FINANCE-10.5% ASTA Funding........................... 40,000 220,000
American Medical Technologies.......... (a) 350,000 765,625
Executive Risk......................... 75,000 2,578,125
Frontier Insurance Group............... 110,000 4,290,000
Hooper Holmes.......................... 205,000 2,613,750
Security First Network Bank............ 30,600 833,850
Titan Holdings......................... 84,000 1,197,000
_______
12,498,350
_______
HEALTH SERVICES-9.8% Atlantic Pharmaceuticals............... (b) 140,000 966,875
Complete Management.................... 310,000 4,766,250
Comprehensive Care..................... (a) 130,000 1,088,750
Core................................... (a) 152,500 1,544,063
HemaCare............................... (a) 325,000 690,625

DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
_______ _______

HEALTH SERVICES (CONTINUED) Northstar Health Services.............. (a) 15,500 $ 27,125
OncorMed............................... (a) 250,000 843,750
OnGard Systems......................... (a) 220,000 797,500
Pace Health Management Systems......... (a) 200,000 925,000
_______
11,649,938
_______
HEALTH TECHNOLOGY-21.6% Avigen................................. 290,000 1,758,125
BioCryst Pharmaceuticals............... (a) 280,000 4,235,000
Bone Care International................ 130,000 780,000
Boston Life Sciences................... (a) 1,000,000 843,750
ChiRex................................. 50,000 612,500
Cytoclonal Pharmaceutics............... 135,000 523,125
Cytoclonal Pharmaceutics, Cl. C (Warrants) 200,000 275,000
Fuisz Technologies..................... 270,000 4,860,000
MacroChem.............................. (a) 240,000 960,000
Microvision............................ 140,000 787,500
Microvision (Warrants)................. 140,000 323,750
NeoPharm .............................. 60,000 855,000
NeoPharm (Warrants).................... 12,500 100,000
Oncor.................................. 550,000 2,750,000
VIMRx Pharmaceuticals.................. (a) 1,150,000 5,246,875
Virus Research Institute............... 125,000 812,500
_______
25,723,125
_______
INDUSTRIAL SERVICES-6.5% Commodore Applied Technologies......... 525,000 4,725,000
Commodore Applied Technologies (Warrants) 300,000 900,000
ERD Waste.............................. (a) 285,000 2,155,312
_______
7,780,312
_______
PROCESS INDUSTRIES-2.6% Chromatics Color Science International. (a) 240,000 750,000
Crompton & Knowles..................... 125,000 1,875,000
Ocal................................... 150,000 515,625
_______
3,140,625
_______
PRODUCER
MANUFACTURING-.5% Motorcar Parts & Accessories........... (a) 50,000 612,500
_______
RETAIL TRADE-.3% CML Group.............................. 100,000 412,500
_______
TECHNOLOGY SERVICES-20.1% IMNET Systems.......................... (a) 210,000 3,963,750
Mercury Interactive.................... (a) 425,000 5,950,000
Microware Systems...................... 260,000 5,362,500
Safeguard Scientifics.................. (a) 70,000 2,257,500
Systems of Excellence.................. (a) 500,000 1,040,000

DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
_______ _______

TECHNOLOGY SERVICES
(CONTINUED) Registry............................... 22,000 $ 731,500
TriTeal................................ 325,000 4,631,250
_______
23,936,500
_______
UTILITIES-.7% AMNEX.................................. (a) 250,000 859,375
_______
TOTAL INVESTMENTS (cost $146,067,532)....................................... 115.6% $ 138,014,475
==== =======
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (15.6%) $ (18,673,939)
==== =======
NET ASSETS.................................................................. 100.0% $ 119,340,536
==== =======
</TABLE>
<TABLE>
<CAPTION>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b)Security restricted as to public resale. Investment in restricted
security, with an aggregate market value of $966,875, represents
approximately .8% of net assets;
<S> <C> <C> <C> <C>
ACQUISITION PURCHASE PERCENTAGE OF
ISSUER DATE PRICE NET ASSETS VALUATION*
___ ______ _____ ________ ______
Atlantic Pharmaceuticals..................... 8/16/96 $6.12 .8% 15% discount
to market value
* The valuation of this security has been determined in good faith under the
direction of the Board of Directors.

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

DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 1996
ASSETS:
<C> <C>
Investments in securities, at value
(cost $146,067,532)-see statement..................................... $138,014,475
Cash.................................................................... 145,111
Receivable for shares of Common Stock subscribed........................ 1,117,777
Dividends and interest receivable....................................... 8,010
Prepaid expenses........................................................ 31,335
_______
139,316,708
LIABILITIES:
Due to The Dreyfus Corporation and affiliates........................... $ 113,203
Due to Distributor...................................................... 24,612
Bank loans payable-Note 2............................................... 16,599,850
Payable for Common Stock redeemed....................................... 2,862,868
Payable for investment securities purchased............................. 165,400
Loan commitment fees and interest payable............................... 119,451
Accrued expenses........................................................ 90,788 19,976,172
______ ______
NET ASSETS ................................................................ $119,340,536
=======
REPRESENTED BY:
Paid-in capital......................................................... $129,548,179
Accumulated net realized (loss) on investments.......................... (2,154,586)
Accumulated net unrealized (depreciation) on investments................ (8,053,057)
_______
NET ASSETS at value applicable to 5,256,078 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $119,340,536
=======
NET ASSET VALUE, offering and redemption price per share
($119,340,536 / 5,256,078 shares)....................................... $22.71
=======

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE GROWTH FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1996
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Interest.............................................................. $ 110,148
Cash dividends........................................................ 75,605
______
TOTAL INCOME.................................................... $ 185,753
EXPENSES:
Management fee-Note 3(a).............................................. 352,634
Shareholder servicing costs-Note 3(b)................................. 187,457
Interest-Note 2....................................................... 119,374
Registration fees..................................................... 51,983
Professional fees..................................................... 41,673
Custodian fees-Note 3(b).............................................. 14,315
Directors' fees and expenses-Note 3(c)................................ 13,713
Prospectus and shareholders' reports.................................. 12,138
Loan commitment fees-Note 2........................................... 5,139
Miscellaneous......................................................... 1,010
______
TOTALEXPENSES.................................................. 799,436
Less-reduction in management fee due to undertaking-Note 3(a)......... 86,505
______
NET EXPENSES.................................................... 712,931
______
INVESTMENT (LOSS)-NET........................................... (527,178)
______
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments:
Long transactions..................................................... $(2,195,261)
Short sale transactions............................................... 40,675
______
NET REALIZED (LOSS)................................................... (2,154,586)
Net unrealized (depreciation) on investments............................ (8,053,057)
______
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS............... (10,207,643)
______
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................... $(10,734,821)
======

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 AUGUST 31, 1996
OPERATIONS:
<S> <C> <C>
Investment (loss)-net.................................................. $ (527,178)
Net realized (loss) on investments..................................... (2,154,586)
Net unrealized (depreciation) on investments for the period............ (8,053,057)
_______
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS............... (10,734,821)
_______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.......................................... 320,310,618
Cost of shares redeemed................................................ (190,235,261)
_______
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS............... 130,075,357
_______
TOTAL INCREASE IN NET ASSETS..................................... 119,340,536
NET ASSETS:
Beginning of period.................................................... __
_______
End of period.......................................................... $ 119,340,536
=======

SHARES
_______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................ 13,250,405
Shares redeemed........................................................ (7,994,327)
_______
NET INCREASE IN SHARES OUTSTANDING................................... 5,256,078
=======

See notes to financial statements.
</TABLE>

DREYFUS AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS

Reference is made to page 4 of the Fund's Prospectus
dated December 16, 1996.

See notes to financial statements.

DREYFUS AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
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. ("Mellon"). 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 funds
are allocated among them on a pro rata basis.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
At year end, the Fund reclassified its current year loss from operations
of $527,178 from accumulated investment loss-net to paid-in-surplus.
(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, if any, 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 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.
The Fund has an unused capital loss carryover of approximately $33,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to August 31,
DREYFUS AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1996. The carryover does not include net realized securities losses from
November 1, 1995 through August 31, 1996 which are treated, for Federal
income tax purposes, as arising in fiscal 1997. If not applied, the carryover
expires in fiscal 2004.
NOTE 2-BANK LINE OF CREDIT:
The Fund may borrow up to $40 million for leveraging purposes under a
short-term unsecured line of credit and participates with other
Dreyfus-managed Funds in a $300 million unsecured line of credit primarily to
be utilized for temporary or emergency purposes, including the financing of
redemptions. Interest is charged to the Fund at rates which are related to
the Federal Funds rate in effect at the time of borrowings and an additional
commitment fee is paid on the line of credit utilized for leveraging.
Outstanding borrowings under both arrangements on August 31, 1996 amounted to
$16.6 million.
The average daily amount of borrowings outstanding under both
arrangements during the period ended August 31, 1996 was approximately $2
million with a related weighted average annualized interest rate of 6.38%.
The maximum amount borrowed at any time during the period ended August 31,
1996 was $19.9 million.
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 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 Fund's net assets in accordance with
California "blue sky" regulations. The Manager had 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 the value of the Fund's average daily net
assets. The reduction in management fee, pursuant to the undertaking,
amounted to $86,505 during the period ended August 31, 1996.
(B) Pursuant to the Fund's 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 (a securities
dealer, financial institution or other industry professional) in respect of
these services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended August 31, 1996, the Fund was charged an
aggregate of $117,545 pursuant to the Shareholder Services Plan.

DREYFUS AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (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 $37,522 during the period from
December 1, 1995 through August 31, 1996.
Effective May 10, 1996, the Fund entered into a custody agreement with
Mellon to provide custodial services for the Fund. During the period from May
10, 1996 through August 31, 1996, $8,365 was paid to Mellon pursuant to the
custody agreement.
(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.
(D) BROKERAGE COMMISSION: During the period ended August 31, 1996, the
Fund incurred total brokerage commissions of $300,047 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 August 31, 1996 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
_________ ________
<S> <C> <C>
Long transactions................................................ $214,798,842 $66,538,991
Short sale transactions.......................................... 189,075 229,750
_________ ________
TOTAL.......................................................... $214,987,917 $66,768,741
========= ========
</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 August 31, 1996, there were no
securities sold short outstanding.
(B) At August 31, 1996, accumulated net unrealized depreciation on
investments was $8,053,057, consisting of $13,660,731 gross unrealized
appreciation and $21,713,788 gross unrealized depreciation.
At August 31, 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 AGGRESSIVE GROWTH FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS AGGRESSIVE GROWTH FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Aggressive Growth Fund
(one of the Series constituting Dreyfus Growth and Value Funds, Inc.) as of
August 31, 1996, and the related statements of operations and changes in net
assets and financial highlights for the period from September 29, 1995
(commencement of operations) to August 31, 1996. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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 verification by
examination of securities held by the custodian as of August 31, 1996 and
confirmation of securities not held by the custodian by correspondence with
others. 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 audit provides 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 Aggressive Growth Fund at August 31, 1996, and the
results of its operations, the changes in its net assets and the financial
highlights for the period from September 29, 1995 to August 31, 1996, in
conformity with generally accepted accounting principles.

[Ernst and Young LLP signature logo]

New York, New York
September 27, 1996

<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF INVESTMENTS AUGUST 31, 1996
COMMON STOCKS-96.5% SHARES VALUE
------ ------
<S> <C> <C>
CONSUMER DURABLES-6.8% Mohawk Industries...................... (a) 9,400 $ 215,612
Newell................................. 5,700 177,413
North Face............................. 11,000 269,500
-----
662,525
-----
CONSUMER
NON-DURABLES-8.7% Cott................................... 19,000 148,438
Jones Apparel Group.................... (a) 3,400 188,275
Kimberly-Clark......................... 2,200 172,425
Philip Morris.......................... 1,700 152,575
Reebok International................... 5,200 187,200
-----
848,913
-----
ELECTRONIC TECHNOLOGY-9.5% Applied Voice Technology............... (a) 16,600 199,200
Digital Equipment...................... (a) 4,700 181,537
Intel.................................. 2,400 191,550
Perkin-Elmer........................... 2,800 145,250
Storage Technology..................... (a) 5,300 200,738
-----
918,275
-----
ENERGY MINERALS-6.6% Amerada Hess........................... 2,700 137,362
FX Energy.............................. (a) 25,000 207,813
Phillips Petroleum..................... 3,800 153,900
Tosco.................................. 3,000 144,000
-----
643,075
-----
FINANCE-10.2% Alexander & Alexander Services......... 8,200 129,150
Bank United, Cl. A..................... 8,500 205,063
CapMAC Holdings........................ 5,700 166,725
Enhance Financial Services Group....... 5,800 166,750
First Security......................... 6,200 168,950
Medallion Financial.................... 12,000 154,500
-----
991,138
----
HEALTH SERVICES-1.7% Tenet Healthcare....................... (a) 8,000 168,000
-----
HEALTH TECHNOLOGY-7.2% Baxter International................... 3,600 160,650
Sandoz................................. 155 184,220
Vitalcom .............................. 23,000 184,000
Warner-Lambert......................... 2,800 166,600
-----
695,470
-----
INDUSTRIAL SERVICES-1.9% Cooper Cameron......................... (a) 3,500 184,625
-----
NON-ENERGY MINERALS-3.9% Lone Star Industries................... 5,400 175,500
Southern Peru Copper................... 13,200 201,300
-----
376,800
-----

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
------ ------
PROCESS INDUSTRIES-14.0% Aracruz Celulose, A.D.R. .............. 22,200 $ 197,025
Grupo Industrial Maseca, A.D.R. ....... 10,400 191,100
Hoechst Aktien......................... 4,900 171,599
National Service Industries............ 4,100 155,800
Premark International.................. 10,600 193,450
Union Carbide.......................... 3,500 151,375
Westinghouse Electric.................. 9,500 155,563
Witco.................................. 4,600 139,150
-----
1,355,062
-----
PRODUCER
MANUFACTURING-8.0% Borg-Warner Automotive................. 3,900 146,250
MagneTek............................... (a) 17,800 184,675
Masco.................................. 5,500 160,187
Olin................................... 1,800 142,650
Raychem................................ 2,100 144,113
-----
777,875
-----
RETAIL-5.4% K mart................................. 15,000 150,000
Pier 1 Imports......................... 12,000 201,000
Price/Costco........................... (a) 8,700 172,913
-----
523,913
-----
TECHNOLOGY SERVICES-1.3% Toolex-Alpha........................... 5,900 130,537
-----
TRANSPORTATION-4.3% Airborne Freight....................... 6,700 158,287
Genesee & Wyoming, Cl. A............... 3,500 87,500
Yellow................................. (a) 12,800 171,200
-----
416,987
-----
UTILITIES-7.0% AT&T................................... 2,600 136,500
GTE.................................... 3,200 126,000
Hong Kong Telecommunications, A.D.R.... 10,400 175,500
NorAm Energy........................... 16,500 241,312
-----
679,312
-----
TOTAL COMMON STOCKS
(cost $8,897,358).................... $9,372,507
=====
PRINCIPAL
CONVERTIBLE BOND-1.0% AMOUNT VALUE
------ ------
HEALTH SERVICES; INAMED
11%, 3/31/99
(cost $ 100,000)..................... (b) $ 100,000 $ 100,000
=====

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
PRINCIPAL
SHORT-TERM INVESTMENTS-4.0% AMOUNT VALUE
------ ------
U.S. TREASURY BILLS: 5.06%, 11/7/96......................... $ 37,000 $ 36,643
5.02%, 11/14/96........................ 147,000 145,437
5.02%, 11/21/96........................ 52,000 51,398
5.10%, 11/29/96........................ 151,000 149,057
-----
TOTAL SHORT-TERM INVESTMENTS
(cost $382,643)...................... $ 382,535
=====
TOTAL INVESTMENTS (cost $9,380,001) 101.5% $9,855,042
==== =====
LIABILITIES, LESS CASH AND RECEIVABLES (1.5%) $ (144,315)
==== =====
NET ASSETS 100.0% $9,710,727
==== =====
</TABLE>
<TABLE>
<CAPTION>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Security restricted as to public resale. Investments in restricted
securities, with an aggregate market value of $100,000, represents
approximately 1.0% of net assets;
<S> <C> <C> <C> <C>

ACQUISITION PURCHASE PERCENTAGE OF
ISSUER DATE PRICE NET ASSETS VALUATION*
- --- ------ ----- -------- ------
INAMED Conv. Bond, 11%, 3/31/99.............. 1/23/96 $100 1.03% cost

*The valuation of this security has been determined in good faith under
the direction of the Board of Directors.

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 1996
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $9,380,001)-see statement....................................... $ 9,855,042
Cash.................................................................... 181,973
Receivable for investment securities sold............................... 190,400
Receivable for shares of Common Stock subscribed........................ 15,000
Dividends and interest receivable....................................... 11,802
Prepaid expenses........................................................ 7,449
Due from The Dreyfus Corporation and affiliates......................... 6,301
------
10,267,967
LIABILITIES:
Due to Distributor...................................................... $ 1,953
Payable for investment securities purchased............................. 543,260
Payable for Common Stock redeemed....................................... 450
Accrued expenses........................................................ 11,577 557,240
----- ------
NET ASSETS.................................................................. $ 9,710,727
======
REPRESENTED BY:
Paid-in capital......................................................... $ 7,375,618
Accumulated undistributed investment income-net......................... 24,871
Accumulated undistributed net realized gain on investments, securities sold short and
foreign currency transactions......................................... 1,835,188
Accumulated net unrealized appreciation on investments and
foreign currency transactions......................................... 475,050
------
NET ASSETS at value applicable to 483,692 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $ 9,710,727
======
NET ASSET VALUE, offering and redemption price per share
($9,710,727 / 483,692 shares)........................................... $20.08
======

See notes to financial statements.

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF OPERATIONS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1996
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $737 foreign taxes withheld at source)......... $ 80,001
Interest.............................................................. 28,122
-----
TOTAL INCOME...................................................... $ 108,123
EXPENSES:
Management fee-Note 3(a).............................................. 43,706
Shareholder servicing costs-Note 3(b)................................. 23,630
Auditing fees......................................................... 12,800
Legal fees............................................................ 12,740
Custodian fees-Note 3(b).............................................. 6,947
Registration fees..................................................... 5,888
Prospectus and shareholders' reports.................................. 4,016
Directors' fees and expenses-Note 3(c)................................ 2,617
Miscellaneous......................................................... 1,139
-----
TOTAL EXPENSES.................................................... 113,483
Less-reduction in management fee due to undertaking-Note 3(a)......... 39,945
-----
NET EXPENSES...................................................... 73,538
-----
INVESTMENT INCOME-NET............................................. 34,585
-----
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments:
Long transactions (including foreign currency transactions)........... $1,903,799
Short sale transactions............................................... (74,432)
Net realized gain on forward currency exchange contracts;
Short transactions.................................................... 5,821
-----
NET REALIZED GAIN..................................................... 1,835,188
Net unrealized appreciation on investments and foreign currency transactions 475,050
-----
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................... 2,310,238
-----
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $2,344,823
=====

See notes to financial statements.

DREYFUS AGGRESSIVE VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1996
OPERATIONS:
Investment income-net................................................................... $ 34,585
Net realized gain on investments........................................................ 1,835,188
Net unrealized appreciation on investments for the period............................... 475,050
-----
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................. 2,344,823
-----
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net................................................................... (9,714)
-----
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................................... 13,366,799
Dividends reinvested.................................................................... 9,197
Cost of shares redeemed................................................................. (6,000,378)
-----
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................................ 7,375,618
-----
TOTAL INCREASE IN NET ASSETS...................................................... 9,710,727
NET ASSETS:
Beginning of period..................................................................... --
-----
End of period (including undistributed investment income-net;
$24,871 on August 31, 1996)........................................................... $ 9,710,727
=====
SHARES
-----
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................. 795,837
Shares issued for dividends reinvested.................................................. 588
Shares redeemed......................................................................... (312,733)
-----
NET INCREASE IN SHARES OUTSTANDING.................................................... 483,692
=====

See notes to financial statements.

DREYFUS AGGRESSIVE VALUE FUND
FINANCIAL HIGHLIGHTS

Reference is made to page 4 of the Fund's Prospectus
dated December 16, 1996.

See notes to financial statements.

DREYFUS AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS
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. ("Mellon"). 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.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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
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 AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(E) FEDERAL INCOME TAXES: It is the policy of the Fund 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:
The Fund participates with other Dreyfus-managed Funds in a $300 million
unsecured line of credit primarily to be utilized for temporary or emergency
purposes, including the financing of redemptions. Interest is charged to the
Fund at rates which are related to the Federal Funds rate in effect at the
time of borrowings. For the period ending August 31, 1996 the Fund did not
borrow 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, 1997 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 the value of the Fund's average
daily net assets. The reduction in management fee, pursuant to the
undertaking, amounted to $39,945 for the period ended August 31, 1996.
The undertaking may be extended, modified or terminated by the Manager,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
(B) Pursuant to the Fund's 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 (a securities
dealer, financial institution or other industry professional) in respect of
these services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended August 31, 1996, the Fund was charged an
aggregate of $14,569 pursuant to the Shareholder Services Plan.
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 $2,828 during the period from
December 1, 1995 through August 31, 1996.

DREYFUS AGGRESSIVE VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Effective May 10, 1996, the Fund entered into a custody agreement with
Mellon to provide custodial services for the Fund.
During the period from May 10, 1996 through August 31, 1996, $2,120 was paid
to Mellon pursuant to the custody agreement.
(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.
(D) BROKERAGE COMMISSIONS: During the period ended August 31, 1996, the
Fund incurred total brokerage commissions of $39,015 of which $5,943 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 and forward
currency exchange contracts, during the period ended August 31, 1996 is
summarized as follows:

</TABLE>
<TABLE>
<CAPTION>
PURCHASES SALES
-------- --------
<S> <C> <C>
Long transactions.................................................... $22,453,202 $15,359,901
Short sale transactions.............................................. 549,314 474,882
-------- --------
TOTAL............................................................ $23,002,516 $15,834,783
======== ========
</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. There were no securities sold short
outstanding for the period ended August 31, 1996.
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 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 Liabiliities. At August 31, 1996, there were no forward currency
exchange contracts outstanding.
(B) At August 31, 1996, accumulated net unrealized appreciation on
investments was $475,041, consisting of $746,730 gross unrealized
appreciation and $271,689 gross unrealized depreciation.
At August 31, 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 AGGRESSIVE VALUE FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS AGGRESSIVE VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Aggressive Value Fund (one
of the Series constituting Dreyfus Growth and Value Funds, Inc.) as of August
31, 1996, and the related statements of operations and changes in net assets
and financial highlights for the period from September 29, 1995 (commencement
of operations) to August 31, 1996. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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 verification by
examination of securities held by the custodian as of August 31, 1996 and conf-
irmation of securities not held by the custodian by correspondence with
others. 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 audit provides 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 Aggressive Value Fund at August 31, 1996, and the results
of its operations, the changes in its net assets and the financial highlights
for the period from September 29, 1995 to August 31, 1996, in conformity with
generally accepted accounting principles.

[Ernst and Young LLP signature logo]
New York, New York
September 27, 1996

<TABLE>
<CAPTION>
DREYFUS EMERGING LEADERS FUND
STATEMENT OF INVESTMENTS AUGUST 31, 1996
COMMON STOCKS-91.0% SHARES VALUE
______ _______
<S> <C> <C>
CONSUMER-19.3% Consolidated Cigar Holdings, Cl. A..... 15,000 $ 472,500
Culligan Water Technologies............ 17,000 652,375
Harte-Hanks Communications............. 22,500 573,750
Helen of Troy.......................... (a) 65,000 918,125
Lamar Advertising, Cl. A............... 20,000 560,000
Oakley................................. (a) 16,000 656,000
Sola International..................... (a) 25,000 875,000
Sun International Hotels............... 17,500 829,062
Universal Outdoor Holdings............. 35,000 1,067,500
Wolverine World Wide................... 24,000 579,000
______
7,183,312
______
ENERGY-8.7% Cairn Energy USA....................... (a) 55,500 568,875
Flores & Rucks......................... (a) 19,500 641,062
HS Resources........................... (a) 70,000 892,500
Ranger Oil............................. 90,000 618,750
Texas Meridian Resources............... (a) 40,000 515,000
______
3,236,187
______
FINANCIAL SERVICES-17.0% American Travellers.................... (a) 20,000 622,500
Capital Re............................. 17,500 665,000
CapMAC Holdings........................ 20,000 585,000
City National.......................... 39,000 687,375
Colonial BancGroup..................... 17,500 597,187
Enhance Financial Services Group....... 22,500 646,875
First Financial Caribbean.............. 28,000 651,000
Frontier Insurance Group............... 30,000 1,170,000
Titan Holdings......................... (a) 30,395 433,129
Willis Corroon Group, A.D.R. .......... 25,000 253,125
______
6,311,191
______
HEALTH CARE-12.4% Applied Bioscience International....... (a) 71,250 694,687
Bio Rad Laboratories, Cl. A............ (a) 30,000 840,000
Cohr................................... 30,000 742,500
CorVel................................. (a) 20,000 602,500
Mentor................................. 22,500 711,563
Physio-Control International........... 30,000 551,250
Renal Treatment Centers................ (a) 15,000 489,375
______
4,631,875
______
MATERIALS &
PROCESSING-10.1% CFC International...................... 27,500 405,625
Cambrex................................ 13,125 431,484
Crompton & Knowles..................... 45,000 675,000
Geon................................... 22,500 500,625
Hexcel................................. (a) 32,500 572,813

DREYFUS EMERGING LEADERS FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
_______ ______

MATERIALS & PROCESSING
(CONTINUED) Philip Environmental................... (a) 70,000 $ 560,000
Rexene................................. 30,000 356,250
Strategic Distribution................. (a) 50,000 240,625
______
3,742,422
______
PRODUCER DURABLES-8.7% Avondale Industries.................... (a) 40,000 630,000
Aztec Manufacturing.................... 75,000 562,500
Rohr................................... (a) 42,500 887,188
Special Devices........................ 33,700 513,925
Titan Wheel International.............. 42,500 648,125
______
3,241,738
______
TECHNOLOGY-13.1% Aspect Telecommunications.............. (a) 12,500 650,000
BE Aerospace........................... (a) 40,000 660,000
i2 Technologies........................ 22,500 646,875
Legato Systems......................... (a) 17,500 691,250
Systemsoft............................. (a) 20,000 650,000
Thiokol................................ 24,000 1,077,000
Xircom................................. (a) 40,000 512,500
______
4,887,625
______
UTILITIES-1.7% National Processing.................... 37,500 642,188
______
TOTAL COMMON STOCKS
(cost $30,023,077)................... $33,876,538
======

PRINCIPAL
SHORT-TERM INVESTMENTS-10.1% AMOUNT
_______
U.S. TREASURY BILLS: 5.13%, 10/17/96........................ $ 116,000 $ 115,234
5.02%, 11/14/96........................ (b) 1,830,000 1,810,547
5%, 11/21/96........................... 1,847,000 1,825,612
______
TOTAL SHORT-TERM INVESTMENTS
(cost $3,752,560).................... $ 3,751,393
======
TOTAL INVESTMENTS (cost $33,775,637)........................................ 101.1% $37,627,931
==== ======
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (1.1%)$ (421,477)
==== ======
NET ASSETS.................................................................. 100.0% $37,206,454
==== ======

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

See notes to financial statements.

DREYFUS EMERGING LEADERS FUND
STATEMENT OF SECURITIES SOLD SHORT AUGUST 31, 1996
COMMON STOCKS SHARES VALUE
______ ______
Consolidated Cigar Holdings, Cl. A.......................................... 15,000 $ 472,500
Lamar Advertising, Cl. A.................................................... 20,000 560,000
Universal Outdoor Holdings.................................................. 35,000 1,067,500
_____
TOTAL SECURITIES SOLD SHORT (proceeds $1,847,990)....................... $2,100,000
=====

See notes to financial statements.

DREYFUS EMERGING LEADERS FUND
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 1996
ASSETS:
Investments in securities, at value
(cost $33,775,637)-see statement...................................... $37,627,931
Receivable from brokers for proceeds on securities sold short........... 1,847,990
Receivable for investment securities sold............................... 934,125
Dividends and interest receivable....................................... 13,330
Receivable for shares of Common Stock subscribed........................ 10,000
Prepaid expenses........................................................ 14,675
_______
40,448,051
LIABILITIES:
Due to The Dreyfus Corporation and affiliates........................... $ 25,688
Due to Distributor...................................................... 7,835
Securities sold short, at value
(proceeds $1,847,990)-see statement................................... 2,100,000
Payable for investment securities purchased............................. 937,750
Payable for Common Stock redeemed....................................... 58,314
Accrued expenses and other liabilities.................................. 112,010 3,241,597
_______ _______
NET ASSETS.................................................................. $37,206,454
=======
REPRESENTED BY:
Paid-in capital......................................................... $31,349,048
Accumulated undistributed investment income-net......................... 173
Accumulated undistributed net realized gain on investments,
securities sold short and foreign currency transactions............... 2,256,949
Accumulated net unrealized appreciation on investments and
securities sold short-Note 4(b)....................................... 3,600,284
_______
NET ASSETS at value applicable to 1,992,451 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $37,206,454
=======
NET ASSET VALUE, offering and redemption price per share
($37,206,454 / 1,992,451 shares)........................................ $18.67
=======

See notes to financial statements.

DREYFUS EMERGING LEADERS FUND
STATEMENT OF OPERATIONS
from September 28, 1995 (commencement of operations) to August 31, 1996
INVESTMENT INCOME:
INCOME:
Interest.............................................................. $ 185,774
Cash dividends (net of $1,404 foreign taxes withheld at source)....... 123,400
______
TOTAL INCOME...................................................... $ 309,174
EXPENSES:
Management fee-Note 3(a).............................................. 205,324
Shareholder servicing costs-Note 3(b)................................. 93,009
Legal fees............................................................ 24,350
Registration fees..................................................... 13,528
Auditing fees......................................................... 12,800
Directors' fees and expenses-Note 3(c)................................ 8,890
Custodian fees-Note 3(b).............................................. 8,864
Prospectus and shareholders' reports.................................. 7,668
Miscellaneous......................................................... 1,120
______
TOTAL EXPENSES.................................................... 375,553
Less-reduction in management fee due to undertaking-Note 3(a)........... 89,685
______
NET EXPENSES...................................................... 285,868
______
INVESTMENT INCOME-NET............................................. 23,306
______
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-Note 4:
Net realized gain on investments:
Long transactions (including foreign currency transactions)........... $2,206,886
Short sale transactions............................................... 50,063
______
NET REALIZED GAIN..................................................... 2,256,949
Net unrealized appreciation on investments and securities sold short.... 3,600,284
______
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................... 5,857,233
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $5,880,539
======

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 August 31, 1996
<S> <C>
OPERATIONS:
Investment income-net................................................................... $ 23,306
Net realized gain on investments........................................................ 2,256,949
Net unrealized appreciation on investments for the period............................... 3,600,284
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................. 5,880,539
______
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net................................................................... (23,133)
______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................................... 79,911,023
Dividends reinvested.................................................................... 22,761
Cost of shares redeemed................................................................. (48,584,736)
______
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................................ 31,349,048
______
TOTAL INCREASE IN NET ASSETS...................................................... 37,206,454
NET ASSETS:
Beginning of period..................................................................... -
______
End of period (including undistributed investment income-net;
$173 on August 31, 1996).............................................................. $ 37,206,454
======

SHARES
______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................. 4,681,074
Shares issued for dividends reinvested.................................................. 1,453
Shares redeemed......................................................................... (2,690,076)
______
NET INCREASE IN SHARES OUTSTANDING.................................................... 1,992,451
======

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS EMERGING LEADERS FUND
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 28, 1995
(commencement of operations) to August 31, 1996. This information has been
derived from the Fund's financial statements.
<S> <C>
PER SHARE DATA:
Net asset value, beginning of period..................................................... $12.50
____
INVESTMENT OPERATIONS:
Investment income-net.................................................................... .03
Net realized and unrealized gain on investments.......................................... 6.17
____
TOTAL FROM INVESTMENT OPERATIONS....................................................... 6.20
____
DISTRIBUTIONS;
Dividends from investment income-net..................................................... (.03)
____
Net asset value, end of period........................................................... $18.67
====
TOTAL INVESTMENT RETURN...................................................................... 46.09%(1,2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................................................. 1.16%(1)
Ratio of net investment income to average net assets..................................... .09%(1)
Decrease reflected in above expense ratio due to undertaking by the Manager.............. .36%(1)
Portfolio Turnover Rate.................................................................. 203.66%(1)
Average commission rate paid(3)......................................................... $.0554
Net Assets, end of period (000's omitted)................................................ $37,206
(1) Not annualized.
(2) Calculated based on net asset value on the close of business on September 29, 1995 (commencement of initial offering) to
August 31, 1996.
(3) The Fund is required to disclose its average commission rate paid per share for purchases and sales of investment
securities.

See notes to financial statements.
</TABLE>
DREYFUS EMERGING LEADERS FUND
NOTES TO FINANCIAL STATEMENTS
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. ("Mellon"). 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 funds
are allocated among them on a pro rata basis.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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
DREYFUS EMERGING LEADERS FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 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:
The Fund participates with other Dreyfus-managed Funds in a $300 million
unsecured line of credit primarily to be utilized for temporary or emergency
purposes, including the financing of redemptions. Interest is charged to the
Fund at rates which are related to the Federal Funds rate in effect at the
time of borrowings. For the period ended August 31, 1996, the Fund did not
borrow 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 .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 had 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)
exceeded an annual rate of 1.25% of the value of the Fund's average daily net
assets. The reduction in management fee, pursuant to the undertaking,
amounted to $89,685 during the period ended August 31, 1996.
The Manager has currently undertaken from September 1, 1996 through
August 31, 1997 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
1.40% of the value of the Fund's average daily net assets.
The undertaking may be extended, modified or terminated by the Manager,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the agreement.
(B) Pursuant to the Fund's 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
DREYFUS EMERGING LEADERS FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 (a securities dealer,
financial institution or other industry professional) in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended August 31, 1996, the Fund was charged an
aggregate of $57,034 pursuant to the Shareholder Services Plan.
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 $21,977 during the period from
December 1, 1995 through August 31, 1996.
Effective May 10, 1996, the Fund entered into a custody agreement with
Mellon to provide custodial services for the Fund. During the period from May
10, 1996 through August 31, 1996, $3,431 was paid to Mellon pursuant to the
custody agreement.
(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.
(D) BROKERAGE COMMISSIONS: For the period ended August 31, 1996, the Fund
incurred total brokerage commissions of $142,099 of which $675 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 August 31, 1996 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
_______ _______
<S> <C> <C>
Long transactions................................................ $71,914,669 $44,125,722
Short sale transactions.......................................... 4,003,620 5,901,673
_______ _______
TOTAL.......................................................... $75,918,289 $50,027,395
======= =======
</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 custodian, of cash and/or U.S. Government securities
sufficient to cover its short position. Securities sold short at August 31,
1996 and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
(B) At August 31, 1996, accumulated net unrealized appreciation on
investments and securities sold short was $3,600,284, consisting of
$4,321,647 gross unrealized appreciation and $721,363 gross unrealized
depreciation.
At August 31, 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 EMERGING LEADERS FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS EMERGING LEADERS FUND
We have audited the accompanying statement of assets and liabilities,
including the statements of investments and securities sold short, of Dreyfus
Emerging Leaders Fund (one of the Series constituting Dreyfus Growth and
Value Fund, Inc.) as of August 31, 1996, and the related statements of
operations and changes in net assets and financial highlights for the period
from September 28, 1995 (commencement of operations) to August 31, 1996.
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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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 verification by
examination of securities held by the custodian as of August 31, 1996 and conf-
irmation of securities not held by the custodian by correspondence with
others. 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 audit provides 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 Emerging Leaders Fund at August 31, 1996, and the results
of its operations, the changes in its net assets and the financial highlights
for the period from September 28, 1995 to August 31, 1996, in conformity with
generally accepted accounting principles.

[Ernst and Young LLP signature logo]

New York, New York
September 27, 1996

<TABLE>
<CAPTION>
DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS AUGUST 31, 1996
COMMON STOCKS-87.5% SHARES VALUE
_______ ______
<S> <C> <C>
ARGENTINA-.9% YPF Sociedad Anonima, ADR.............. 11,000 $ 232,375
______
AUSTRALIA-3.7% Amcor.................................. 25,000 152,826
Boral.................................. 80,072 192,253
Commonwealth Bank of Australia, ADR.... 7,800 (a) 125,775
Commonwealth Instalment................ 24,200 130,925
Goodman Fielder ....................... 151,396 156,640
Southcorp Holdings..................... 75,000 188,367
______
946,786
______
AUSTRIA-.4% Creditanstalt-Bankverein............... 800 100,096
______
DENMARK-1.0% Tele Danmark, ADR...................... 10,000 247,500
______
FRANCE-7.6% Alcatel Alsthom, ADR................... 12,192 188,976
C.S.F. (Thompson)...................... 9,104 252,006
Credit Local De France................. 1,500 123,409
Danone................................. 1,926 265,616
Elf Aquitaine, ADR..................... 10,000 365,000
Guyenne & Gascogne..................... 319 115,491
Rhone-Poulenc, ADR..................... 9,636 254,149
Societe Generale....................... 3,554 390,565
______
1,955,212
______
GERMANY-6.5% Bayer.................................. 8,000 285,560
Bayerische Motoren Werke............... 500 289,474
Deutsche Bank.......................... 7,000 345,228
Henkel KGaA............................ 500 21,120
Siemens................................ 5,000 263,833
Tarkett................................ 10,000 202,767
VEBA................................... 5,000 261,977
______
1,669,959
______
HONG KONG-2.7% Cheung Kong............................ 31,000 217,505
HSBC................................... 21,000 362,584
Yue Yuen Industrial.................... 350,000 100,718
______
680,807
______
ITALY-3.0% Fiat Spa............................... 50,000 154,233
Istituto Mobiliare Italiano, ADR....... 11,000 257,125
Stet, Di Risp.......................... 150,000 360,615
______
771,973
______
JAPAN-27.5% Canon.................................. 22,000 408,268
Chudenko............................... 5,000 159,853
Credit Saison.......................... 19,000 455,582
Dai-Tokyo Fire & Marine Insurance...... 65,000 432,338
Hitachi................................ 25,000 229,215

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
_______ ______

JAPAN (CONTINUED) Hitachi Koki........................... 30,000 $ 289,389
Honda Motor............................ 10,000 230,593
Ito-Yokado............................. 7,000 368,489
Kao.................................... 30,000 355,535
Mabuchi Motor.......................... 6,000 328,525
Mikuni Coca Cola....................... 16,000 216,077
Mitsubishi Heavy Industries............ 55,000 434,038
Murata Manufacturing................... 10,000 352,779
Nichiei................................ 3,500 231,511
Nishimatsu Construction................ 34,000 315,480
Ono Pharmaceutical..................... 6,000 196,233
Sankyo................................. 8,000 291,778
Sekisui House.......................... 30,000 316,950
Sony................................... 4,000 250,620
Toshiba................................ 55,000 354,708
Toyota Motor........................... 18,000 433,257
Yamanouchi Pharmaceutical.............. 4,000 82,315
Yamato Transport....................... 30,000 325,218
______
7,058,751
______
MALAYSIA-1.7% Affin Holdings......................... 70,000 160,048
IOI Properties......................... 30,000 90,253
Malaysia International Shipping........ 60,000 182,912
______
433,213
______
MEXICO-.6% Telefonos De Mexico, Series L, ADR...................... 5,000 164,375
______
NETHERLANDS-7.5% ABN-Amro Holdings...................... 3,619 197,618
Akzo Nobel NV, ADR..................... 2,000 116,750
Hollandsche Beton Groep................ 1,300 236,364
Hunter Douglas......................... 2,945 205,671
ING Groep.............................. 3,097 96,397
Koninklinke KNP........................ 8,000 184,949
Philips Electronics NV, ADR............ 6,000 203,250
Royal PTT Nederland, ADR............... 5,089 180,023
Stad Rotterdam CVA..................... 5,049 179,050
Unilever NV, ADR....................... 2,300 330,049
______
1,930,121
______
NEW ZEALAND-.9% Air New Zealand........................ 30,000 89,605
Fletcher Challenge Energy.............. 65,000 150,204
______
239,809
______

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
_______ ______

NORWAY-1.0% Christiania Bank....................... 40,000 $ 100,358
Orkla AS............................... 3,000 152,408
______
252,766
______
PORTUGAL-.8% Portugal Telecom SA, ADR............... 8,000 213,000
______
SINGAPORE-1.3% Development Bank of Singapore.......... 21,000 246,444
Far East Levingston Shipbuilding....... 16,000 76,814
______
323,258
______
SPAIN-4.2% Corporacion Bancaria de Espana, ADR.... 15,000 311,250
Gas Y Electridad....................... 4,000 219,401
Iberdrola.............................. 18,000 162,395
Repsol, ADR............................ 12,000 391,500
______
1,084,546
______
SWEDEN-1.3% Marieberg Tidnings..................... 7,000 152,128
Scania AB `A', ADR..................... 1,250 32,969
Scania AB `B', ADR..................... 1,250 33,125
Volvo AB `B', ADR...................... 5,000 105,312
______
323,534
______
SWITZERLAND-4.2% Magazine Zum Globus.................... 435 226,280
Nestle................................. 200 233,874
Schweizerischer Banksverein............ 2,000 389,097
Zurich Versicherungs................... 800 219,725
______
1,068,976
______
UNITED KINGDOM-10.7% Abbey National......................... 30,000 276,854
BTR.................................... 81,129 325,575
British Airways, ADR................... 1,200 98,700
Bunzl.................................. 75,000 280,484
Devro.................................. 22,500 80,456
Hanson, ADR............................ 8,000 101,000
Laird Group............................ 25,000 188,161
National Westminster Bank.............. 35,813 370,490
Powergen............................... 44,046 348,016
RTZ.................................... 26,087 388,203
Scapa Group............................ 30,000 117,581
Smith (David S.) Holdings.............. 30,000 155,760
______
2,731,280
______
TOTAL COMMON STOCKS
(cost $22,497,849)................... $22,428,337
======

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
CONVERTIBLE PREFERRED STOCKS-1.0% SHARES VALUE
_______ ______

GERMANY; Henkel KGaA-Vorzug
(cost $276,985)...................... 6,500 $ 266,886
======
PREFERRED STOCKS-1.3%
GERMANY; RWE AG (non-voting)
(cost $325,162)...................... 11,000 $ 329,184
======

PRINCIPAL
SHORT-TERM INVESTMENTS-8.5% AMOUNT
_______
U.S. TREASURY BILLS: 5.04%, 9/12/96......................... $ 194,000 $ 193,672
5.05%, 9/19/96......................... 566,000 564,472
5.10%, 10/3/96......................... 308,000 306,580
5.11%, 10/10/96........................ 310,000 308,255
5.14%, 10/17/96........................ 311,000 308,947
5.01%, 11/14/96........................ 174,000 172,150
5.02%, 11/21/96........................ 319,000 315,306
______
TOTAL SHORT-TERM INVESTMENTS
(cost $2,169,724).................... $ 2,169,382
======
TOTAL INVESTMENTS (cost $25,269,720)........................................ 98.3% $25,193,789
==== ======
CASH AND RECEIVABLES (NET).................................................. 1.7% $ 444,043
==== ======
NET ASSETS.................................................................. 100.0% $25,637,832
==== ======
NOTE TO STATEMENT OF INVESTMENTS;
(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions exempt from registration, normally to qualified institutional buyers. At August 31, 1996, this security amounted
to $125,775 or approximately .5% of net assets.

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

DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 1996
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $25,269,720)-see statement...................................... $25,193,789
Cash.................................................................... 505,388
Dividends and interest receivable....................................... 60,128
Receivable for shares of Common Stock subscribed........................ 2,000
Prepaid expenses........................................................ 10,184
______
25,771,489
LIABILITIES:
Due to The Dreyfus Corporation and affiliates........................... $17,766
Due to Distributor...................................................... 5,298
Payable for investment securities purchased............................. 78,053
Accrued expenses........................................................ 32,540 133,657
____ ______
NET ASSETS.................................................................. $25,637,832
======
REPRESENTED BY:
Paid-in capital......................................................... $25,301,492
Accumulated undistributed investment income-net......................... 218,838
Accumulated undistributed net realized gain on investments.............. 194,150
Accumulated net unrealized (depreciation) on investments and
foreign currency transactions......................................... (76,648)
______
NET ASSETS at value applicable to 1,938,486 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $25,637,832
======
NET ASSET VALUE, offering and redemption price per share
($25,637,832 / 1,938,486 shares)........................................ $13.23
======

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS INTERNATIONAL VALUE FUND
STATEMENT OF OPERATIONS
from September 29, 1995 (commencement of operations) to August 31, 1996
INVESTMENT INCOME:
<S> <C> <C>
INCOME:
Cash dividends (net of $51,178 foreign taxes withheld at source)...... $333,266
Interest.............................................................. 85,306
____
TOTAL INCOME.................................................... $418,572
EXPENSES:
Management fee-Note 2(a).............................................. 122,121
Shareholder servicing costs-Note 2(b)................................. 38,740
Custodian fees........................................................ 29,471
Legal fees............................................................ 24,757
Auditing fees......................................................... 15,094
Registration fees..................................................... 10,010
Directors' fees and expenses-Note 2(c)................................ 4,808
Prospectus and shareholders' reports.................................. 4,780
Miscellaneous......................................................... 1,091
____
TOTAL EXPENSES.................................................. 250,872
Less-reduction in management fee due to undertaking-Note 2(a)......... 67,691
____
NET EXPENSES.................................................... 183,181
____
INVESTMENT INCOME-NET........................................... 235,391
____
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-Note 3:
Net realized gain on investments and foreign currency transactions.... $209,222
Net realized (loss) on forward currency exchange contracts............ (1,132)
____
NET REALIZED GAIN................................................. 208,090
Net unrealized (depreciation) on investments and foreign currency transactions (76,648)
____
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 131,442
____
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $366,833
====

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 August 31, 1996
<S> <C> <C>
OPERATIONS:
Investment income-net................................................................... $ 235,391
Net realized gain on investments........................................................ 208,090
Net unrealized (depreciation) on investments for the period............................. (76,648)
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................. 366,833
______
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........................................................... 29,459,331
Dividends reinvested.................................................................... 30,423
Cost of shares redeemed................................................................. (4,188,262)
______
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................................ 25,301,492
______
TOTAL INCREASE IN NET ASSETS...................................................... 25,637,832
NET ASSETS:
Beginning of period..................................................................... -
______
End of period (including undistributed investment income-net;
$218,838 on August 31, 1996).......................................................... $25,637,832
======

SHARES
______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................. 2,260,166
Shares issued for dividends reinvested.................................................. 2,436
Shares redeemed......................................................................... (324,116)
______
NET INCREASE IN SHARES OUTSTANDING.................................................... 1,938,486
======

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS INTERNATIONAL VALUE FUND
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 August 31, 1996. This information has been
derived from the Fund's financial statements.
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.................................................... $12.50
____
INVESTMENT OPERATIONS:
Investment income-net................................................................... .15
Net realized and unrealized gain on investments......................................... .65
____
TOTAL FROM INVESTMENT OPERATIONS...................................................... .80
____
DISTRIBUTIONS:
Dividends from investment income-net.................................................... (.04)
Dividends from net realized gain on investments......................................... (.03)
____
TOTAL DISTRIBUTIONS................................................................... (.07)
____
Net asset value, end of period.......................................................... $13.23
====
TOTAL INVESTMENT RETURN..................................................................... 6.43%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................................. 1.39%(1)
Ratio of net investment income to average net assets.................................... 1.78%(1)
Decrease reflected in above expense ratio due to
undertaking by Dreyfus................................................................ .51%(1)
Portfolio Turnover Rate................................................................. 19.14%(1)
Average commission rate paid(2)......................................................... $.0348
Net Assets, end of period (000's omitted)......................................... $25,638
(1) Not annualized.
(2) The Fund is required to disclose its average commission rate paid per share for purchases and sales of investment
securities.

See notes to financial statements.
</TABLE>

DREYFUS INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS
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
subsidiary of Mellon Bank, N.A. Prior to May 23, 1996, The Boston Company Asset
Management, Inc. ("TBC Asset Management"), an affiliate of Dreyfus, served as
the Fund's sub-investment adviser. 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 funds
are allocated among them on a pro rata basis.
As of August 31, 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.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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 (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 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-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 undertaken from September 29,
1995 through August 31, 1997 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 the value of the Fund's average daily net
assets. The reduction in management fee, pursuant to the undertaking,
amounted to $67,691 during the period ended August 31, 1996.
The undertaking may be extended, modified or terminated by Dreyfus,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the Agreement.
Prior to May 23, 1996, pursuant to a Sub-Investment Advisory Agreement
between Dreyfus and TBC Asset Management, the sub-investment advisory fee was
computed at the annual rate of .50 of 1% of the value of the Fund's average
daily net assets and was paid monthly by Dreyfus out of its fee.
(B) Pursuant to the Fund's 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
DREYFUS INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 (a securities dealer,
financial institution or other industry professional) in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the period ended August 31, 1996, the Fund was charged an
aggregate of $30,530 pursuant to the Shareholder Services Plan.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for
the Fund. Such compensation amounted to $1,788 during the period from
December 1, 1995 through August 31, 1996.
(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 August 31, 1996, amounted to $24,963,099 and
$2,182,020, respectively.
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 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. At August 31, 1996, there were no forward currency
exchange contracts outstanding.
(B) At August 31, 1996, accumulated net unrealized depreciation on
investments was $75,931, consisting of $770,208 gross unrealized appreciation
and $846,139 gross unrealized depreciation.
At August 31, 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 INTERNATIONAL VALUE FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS INTERNATIONAL VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus International Value Fund,
(one of the Series constituting Dreyfus Growth and Value Funds, Inc.) as of
August 31, 1996, and the related statements of operations and changes in net
assets and financial highlights for the period from September 29, 1995
(commencement of operations) to August 31, 1996. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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 August 31, 1996 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 audit provides
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 International Value Fund at August 31, 1996, and the
results of its operations, the changes in its net assets and the financial
highlights for the period from September 29, 1995 to August 31, 1996, in
conformity with generally accepted accounting principles.
[Ernst and Young LLP signature logo]
New York, New York
September 27, 1996

<TABLE>
<CAPTION>
DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS AUGUST 31, 1996
COMMON STOCKS--93.3% SHARES VALUE
________ ________
<S> <C> <C>
BASIC INDUSTRIES-8.8% ASARCO................................. 600 $ 15,525
Betz Laboratories...................... 600 29,475
First Mississippi...................... 3,000 80,625
General Chemical Group................. 1,600 29,200
LTV.................................... 2,500 29,375
Mallinckrodt Group..................... 1,200 48,600
Nalco Chemical......................... 600 19,275
Reynolds Metals........................ 700 37,450
Titanium Metals........................ 1,100 26,263
___________
315,788
___________
CAPITAL GOODS-7.3% Belden................................. 1,300 35,262
EG & G................................. 2,500 46,875
Global Industrial Technologies......... (a) 1,300 25,025
ITT Industries......................... 1,300 29,738
Nokia, Cl. A, A.D.R. .................. 3,000 126,750
___________
263,650
___________
CONSUMER DURABLES-4.6% Alvin Industries....................... 1,700 39,100
Black & Decker......................... 700 27,650
Cooper Tire & Rubber................... 1,400 27,300
Kaufman & Broad Home................... 4,000 49,000
Singer................................. 1,000 20,625
___________
163,675
___________
CONSUMER
NON-DURABLES-12.3% Alberto-Culver, Cl. A.................. 1,600 56,000
Fruit of the Loom, Cl. A............... (a) 1,800 49,950
Harland (John H.)...................... 1,900 47,738
Hasbro ................................ 1,300 47,775
Polaroid............................... 1,500 63,562
Reebok International................... 600 21,600
Rubbermaid............................. 1,100 29,150
Russell................................ 1,300 41,600
Tupperware............................. 1,000 43,750
Westpoint Stevens...................... (a) 1,500 39,188
___________
440,313
___________
CONSUMER SERVICES-19.2% American Portable Telecom.............. 3,000 28,500
American Stores........................ 700 28,788
Darden Restaurants..................... 3,000 24,000
Deluxe................................. 500 19,125
Great Atlantic & Pacific Tea........... 1,600 42,800
Harcourt General....................... 400 19,150
Kroger................................. (a) 1,500 63,562
McGraw-Hill............................ 1,000 41,000
Melville............................... 800 33,800

DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
________ ________

CONSUMER SERVICES
(CONTINUED) New York Times, Cl. A.................. 1,300 $ 40,625
Pittston Brink's Group................. 600 16,950
Red Lion Hotels........................ (a) 700 19,512
Talbots................................ 1,700 58,225
True North Communications.............. 5,200 100,100
Waban.................................. (a) 1,800 38,250
Woolworth.............................. (a) 5,500 116,875
___________
691,262
___________
ENERGY-4.6% Amerada Hess........................... 600 30,525
Diamond Offshore Drilling.............. 734 37,434
Global Marine.......................... (a) 1,200 17,250
McDermott (J. Ray)..................... (a) 2,600 60,450
Noble Drilling......................... (a) 1,300 18,525
___________
164,184
___________
FINANCE-14.3% Allmerica Financial.................... 1,800 55,575
Bancorp Hawaii......................... 1,500 56,813
Bank of Boston......................... 660 34,815
Berkley (W.R.)......................... 500 22,750
Equitable.............................. 1,600 39,400
Everest Reinsurance Holdings........... 3,000 73,125
First Colony........................... 1,200 42,150
Glendale Federal Bank ................. (a) 3,300 58,575
Republic New York...................... 600 39,675
SAFECO................................. 1,100 36,437
Washington Mutual...................... 1,500 54,375
___________
513,690
___________
HEALTH CARE-5.9% Beckman Instruments.................... 1,000 36,875
Biomet................................. (a) 2,000 31,250
Foundation Health...................... (a) 1,700 51,000
Living Centers of America.............. (a) 1,000 26,750
Wellpoint Health Networks.............. 2,100 65,100
___________
210,975
___________
TECHNOLOGY-11.3% Digital Equipment...................... (a) 1,500 57,938
Gateway 2000........................... (a) 600 26,737
General Instrument..................... (a) 2,300 62,962
HMT Technology......................... 1,700 30,600
National Semiconductor................. (a) 4,400 80,850
Quantum................................ (a) 4,900 75,338
Symantec............................... (a) 4,500 43,875
Tektronix.............................. 700 27,125
___________
405,425
___________

DREYFUS MIDCAP VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) AUGUST 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
________ _______
TRANSPORTATION-2.2% Southern Pacific Rail.................. (a) 1,300 $ 37,050
USFreightways.......................... 2,100 43,575
___________
80,625
___________
UTILITIES-2.8% CMS Energy............................. 600 17,925
Illinova............................... 700 18,287
Pinnacle West Capital.................. 700 20,125
360 Communications..................... 1,800 42,975
___________
99,312
___________
TOTAL COMMON STOCKS
(cost $3,305,266).................... $3,348,899
============
PRINCIPAL
SHORT-TERM INVESTMENTS-4.3% AMOUNT
__________
U.S. TREASURY BILLS: 5.09%, 9/19/96......................... (b) $ 55,000 $ 54,851
5.12%, 10/3/96......................... (b) 31,000 30,857
5.05%, 11/7/96......................... (b) 55,000 54,470
5.10%, 11/29/96........................ 15,000 14,807
___________
TOTAL SHORT-TERM INVESTMENTS
(cost $155,012)...................... $ 154,985
============
TOTAL INVESTMENTS (cost $3,460,278)......................................... 97.6% $3,503,884
====== ============
CASH AND RECEIVABLES (NET).................................................. 2.4% $ 87,504
====== ============
NET ASSETS.................................................................. 100.0% $3,591,388
====== ============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by brokers as collateral for open short positions.

STATEMENT OF SECURITIES SOLD SHORT AUGUST 31, 1996
COMMON STOCKS SHARES VALUE
_________ _________
Cirrus Logic................................................................ 700 $ 10,850
Gulf South Medical Supply................................................... 600 13,050
Matsushita-Kotobuki Electron................................................ 1,000 23,990
McAfee Associates........................................................... 1,000 59,625
Micron Technology........................................................... 400 9,100
Quanex...................................................................... 700 15,575
___________
TOTAL SECURITIES SOLD SHORT
(proceeds $137,226)..................................................... $ 132,190
============

See notes to financial statements.

DREYFUS MIDCAP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 1996
ASSETS:
Investments in securities, at value
(cost $3,460,278)-see statement....................................... $3,503,884
Cash.................................................................... 90,649
Receivable from brokers for proceeds on securities sold short........... 137,226
Receivable for investment securities sold............................... 4,375
Dividends and interest receivable....................................... 3,708
Prepaid expenses........................................................ 8,883
Due from The Dreyfus Corporation and affiliates......................... 8,886
____________
3,757,611
LIABILITIES:
Due to Distributor...................................................... $ 779
Securities sold short, at value
(proceeds $137,226)-see statement..................................... 132,190
Payable for investment securities purchased............................. 25,875
Accrued expenses........................................................ 7,379 166,223
________ _________
NET ASSETS.................................................................. $3,591,388
============
REPRESENTED BY:
Paid-in capital......................................................... $2,997,462
Accumulated undistributed investment income-net......................... 9,508
Accumulated undistributed net realized gain on investments, securities sold short
and foreign currency transactions..................................... 535,776
Accumulated net unrealized appreciation on investments and
securities sold short-Note 4(b)....................................... 48,642
____________
NET ASSETS at value applicable to 227,287 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $3,591,388
============
NET ASSET VALUE, offering and redemption price per share
($3,591,388 / 227,287 shares)........................................... $15.80
=======

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MIDCAP VALUE FUND
STATEMENT OF OPERATIONS
from September 29, 1995 (commencement of operations) to August 31, 1996
INVESTMENT INCOME:
<S> <C> <C>
INCOME:
Cash dividends (net of $384 foreign taxes withheld at source)......... $ 38,710
Interest.............................................................. 10,411
________
TOTAL INCOME.................................................... $ 49,121
EXPENSES:
Management fee-Note 3(a).............................................. 19,408
Auditing fees......................................................... 12,800
Shareholder servicing costs-Note 3(b)................................. 11,802
Custodian fees-Note 3(b).............................................. 11,676
Legal fees............................................................ 8,198
Prospectus and shareholders' reports.................................. 4,586
Registration fees..................................................... 3,068
Directors' fees and expenses-Note 3(c)................................ 1,240
Dividends on securities sold short.................................... 235
Miscellaneous......................................................... 850
________
TOTAL EXPENSES.................................................. 73,863
Less-expense reimbursement from Manager
due to undertaking-Note 3(a)...................................... 40,520
________
NET EXPENSES.................................................... 33,343
_________
INVESTMENT INCOME-NET........................................... 15,778
_________
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments:
Long transactions (including foreign currency transactions)........... $558,886
Short sale transactions............................................... (20,423)
________
NET REALIZED GAIN..................................................... 538,463
Net unrealized appreciation on investments and securities sold short.... 48,642
_________
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 587,105
_________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $602,883
==========

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 August 31, 1996 <C> <C>
<S>
OPERATIONS:
Investment income-net................................................................... $ 15,778
Net realized gain on investments........................................................ 538,463
Net unrealized appreciation on investments for the period............................... 48,642
_________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................................. 602,883
_________
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........................................................... 4,374,036
Dividends reinvested.................................................................... 8,938
Cost of shares redeemed................................................................. (1,385,512)
_________
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................................ 2,997,462
_________
TOTAL INCREASE IN NET ASSETS...................................................... 3,591,388
NET ASSETS:
Beginning of period..................................................................... -
_________
End of period (including undistributed investment income-net;
$9,508 on August 31, 1996)............................................................ $3,591,388
===========

SHARES
_________
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................................. 319,436
Shares issued for dividends reinvested.................................................. 682
Shares redeemed......................................................................... (92,831)
_________
NET INCREASE IN SHARES OUTSTANDING.................................................... 227,287
===========

See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MIDCAP VALUE FUND
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 August 31, 1996. This information has been
derived from the Fund's financial statements.
<S> <C>
PER SHARE DATA:
Net asset value, beginning of period..................................................... $12.50
______
INVESTMENT OPERATIONS:
Investment income-net.................................................................... .08
Net realized and unrealized gain on investments.......................................... 3.28
______
TOTAL FROM INVESTMENT OPERATIONS................................................... 3.36
______
DISTRIBUTIONS:
Dividends from investment income-net..................................................... (.04)
Dividends from net realized gain on investments.......................................... (.02)
______
TOTAL DISTRIBUTIONS................................................................ (.06)
______
Net asset value, end of period........................................................... $15.80
========
TOTAL INVESTMENT RETURN...................................................................... 26.88%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets........................................ 1.18%(1)
Ratio of dividends on securities sold short to average net assets........................ .01%(1)
Ratio of net investment income to average net assets..................................... .56%(1)
Decrease reflected in above expense ratio due to undertaking
by the Manager (limited to the expense limitation
provision of the management agreement)................................................. 1.13%(1)
Portfolio Turnover Rate.................................................................. 266.80%(1)
Average commission rate paid (2)....................................................... $.0478
Net Assets, end of period (000's omitted).......................................... $3,591
(1) Not annualized.
(2) The Fund is required to disclose its average commission rate paid
per share for purchases and sales of investment securities.

See notes to financial statements.
</TABLE>
DREYFUS MIDCAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
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. ("Mellon"). 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 August 31, 1996, Allomon Corporation, a subsidiary of Mellon Bank
Investments Corporation, the parent company of which is Mellon Bank, held
160,610 shares of Dreyfus Midcap Value Fund.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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.
DREYFUS MIDCAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(D) FEDERAL INCOME TAXES: It is the policy of the Fund 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:
The Fund participates with other Dreyfus-managed Funds in a $300 million
unsecured line of credit primarily to be utilized for temporary or emergency
purposes, including the financing of redemptions. Interest is charged to the
Fund at rates which are related to the Federal Funds rate in effect at the
time of borrowings. For the period ended August 31, 1996 the Fund did not
borrow under the line of credit.
NOTE 3-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 undertaken from September 29,
1995 through August 31, 1997 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 the average daily value of the Fund's net
assets. The expense reimbursement, pursuant to the undertaking, amounted to
$40,520 during the period ended August 31, 1996.
The undertaking may be extended, modified or terminated by Dreyfus,
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 value of the Fund's average daily net assets and is
paid monthly by Dreyfus. Effective May 23, 1996, the Sub-Investment Advisory
Agreement has been terminated.
(B) Pursuant to the Fund's 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 (a securities dealer, financial institution or other industry
professional) in respect of these services. The Distributor determines the
amounts to be paid to Service Agents. During the period ended August 31,
1996, the Fund was charged an aggregate of $6,469 pursuant to the Shareholder
Services Plan.
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 $378 during the period from
December 1, 1995 through August 31, 1996.
Effective May 10, 1996, the Fund entered into a custody agreement with
Mellon to provide custodial services for the Fund. During the period from May
10, 1996 through August 31, 1996, $3,265 was paid to Mellon pursuant to the
custody agreement.
(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 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 August 31, 1996 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
____________ ____________
<S> <C> <C>
Long transactions................................................ $9,304,351 $6,558,020
Short sale transactions.......................................... 192,628 309,431
____________ ____________
TOTAL.......................................................... $9,496,979 $6,867,451
=========== ============
</TABLE>
DREYFUS MIDCAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 custodian, of cash and/or U.S. Government securities
sufficient to cover its short position. Securities sold short at August 31,
1996, and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
(B) At August 31, 1996, accumulated net unrealized appreciation on
investments and securities sold short was $48,642, consisting of $208,663
gross unrealized appreciation and $160,021 gross unrealized depreciation.
At August 31, 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 MIDCAP VALUE FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS MIDCAP VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statements of investments and securities sold short, of Dreyfus
Midcap Value Fund (one of the Series constituting Dreyfus Growth and Value
Funds, Inc.) as of August 31, 1996, and the related statements of operations
and changes in net assets and financial highlights for the period from
September 29, 1995 (commencement of operations) to August 31, 1996. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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 verification by
examination of securities held by the custodian as of August 31, 1996 and conf
irmation of securities not held by the custodian by correspondence with
others. 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 audit provides 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 Midcap Value Fund at August 31, 1996, and the results of
its operations, the changes in its net assets and the financial highlights
for the period from September 29, 1995 to August 31, 1996, in conformity with
generally accepted accounting principles.

[Ernst & Young LLP signature logo]

New York, New York
September 27, 1996

<TABLE>

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF INVESTMENTS APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS-94.5% SHARES VALUE
______ ______
<S> <C> <C> <C>

CONSUMER NON-DURABLES-7.3% Coca-Cola............................... 2,200 $ 179,300
Tommy Hilfiger.......................(a) 5,000 227,500
Warnaco Group, Cl. A.................... 6,000 157,500
_________
564,300
_________
CONSUMER SERVICES-2.1% Spelling Entertainment Group..........(a) 17,000 163,625
_________
ELECTRONIC TECHNOLOGY-23.0% C-Cube Microsystems...................(a) 6,000 297,000
Cisco Systems.........................(a) 6,000 311,250
Hewlett-Packard.......................... 2,200 232,925
Lucent Technologies...................... 14,000 491,750
Seagate Technology....................(a) 5,500 319,000
Storage Technology....................(a) 4,000 123,000
_________
1,774,925
_________
ENERGY-2.1% NorAm Energy............................. 15,000 165,000
_________
FINANCE-12.6% American International Group............. 2,100 191,888
ContiFinancial........................... 14,900 474,937
Western National......................... 17,000 308,125
_________
974,950
_________
HEALTH SERVICES-2.7% DENTSPLY International................... 5,000 208,750
_________
HEALTH TECHNOLOGY-19.3% Amgen.................................(a) 2,400 138,000
Forest Laboratories...................(a) 6,500 299,812
Guidant.................................. 9,000 505,125
Roche Holding, A.D.R..................... 1,900 149,388
Teva Pharmaceutical Industries, A.D.R.... 9,000 403,875
_________
1,496,200
_________
PROCESS INDUSTRIES-6.8% Grace (W.R.)............................. 4,000 310,000
Monsanto................................. 1,400 212,100
_________
522,100
_________
PRODUCER MANUFACTURING-9.3% General Electric......................... 1,800 139,500
Olin..................................... 3,000 265,500
Raychem.................................. 4,000 311,500
_________
716,500
_________
TECHNOLOGY SERVICES-7.7% Microsoft..............................(a) 2,200 249,150
Sterling Commerce......................... 10,000 350,000
_________
599,150
_________
UTILITIES-1.6% Telecomunicacoes Brasileiras S.A., A.D.R.. 2,300 124,487
_________
TOTAL COMMON STOCKS
(cost $5,473,038)..................... $7,309,987
============

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1996 (UNAUDITED)
PRINCIPAL
SHORT-TERM INVESTMENTS-4.2% AMOUNT VALUE
_____ _______
U.S. TREASURY BILLS: 4.95%, 7/5/96............................. $254,000 $ 251,719
4.98%, 7/25/96............................ 75,000 74,116
_________
TOTAL SHORT-TERM INVESTMENTS
(cost $325,848) $ 325,835
============
TOTAL INVESTMENTS (cost $5,798,886)............................................ 98.7% $7,635,822
======= ============
CASH AND RECEIVABLES (NET)..................................................... 1.3% $ 97,682
======= ============
NET ASSETS..................................................................... 100.0% $7,733,504
======= ============

NOTE TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.

</TABLE>

See independent accountants' review report and notes to financial statements.

<TABLE>

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 1996 (UNAUDITED)
ASSETS:
<S> <C> <C>
Investments in securities, at value
(cost $5,798,886)-see statement....................................... $7,635,822
Cash.................................................................... 102,641
Dividends receivable.................................................... 3,026
Prepaid expenses........................................................ 16,892
_________
7,758,381
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $12,013
Due to Distributor...................................................... 1,517
Accrued expenses........................................................ 11,347 24,877
_________ _________
NET ASSETS.................................................................. $7,733,504
=============
REPRESENTED BY:
Paid-in capital......................................................... $5,619,103
Accumulated investment (loss)........................................... (23,659)
Accumulated undistributed net realized gain on investments.............. 301,124
Accumulated net unrealized appreciation on investments-Note 4........... 1,836,936
_________
NET ASSETS at value applicable to 441,170 outstanding shares of
Common Stock, equivalent to $17.53 per share
(100 million shares of $.001 par value authorized)...................... $7,733,504
=============

</TABLE>

<TABLE>

STATEMENT OF OPERATIONS SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $753 foreign taxes withheld at source)......... $ 20,208
Interest.............................................................. 3,883
_________
TOTAL INCOME...................................................... $ 24,091
EXPENSES:
Management fee-Note 3(a).............................................. 25,100
Shareholder servicing costs-Note 3(b)................................. 10,331
Prospectus and shareholders' reports.................................. 5,358
Registration fees..................................................... 4,868
Organization expenses................................................. 2,892
Directors' fees and expenses-Note 3(c)................................ 1,873
Custodian fees........................................................ 1,051
Miscellaneous......................................................... 338
_________
TOTAL EXPENSES.................................................... 51,811
Less-reduction in management fee due to
undertaking-Note 3(a)................................................. 9,507
_________
NET EXPENSES...................................................... 42,304
_________
INVESTMENT (LOSS)-NET............................................. (18,213)
_________

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments-Note 4................................. $361,377
Net unrealized appreciation on investments.............................. 838,630
_________

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................... 1,200,007
_________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $1,181,794
============

</TABLE>

See independent accountants' review report and notes to financial statements.
<TABLE>

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED SIX MONTHS ENDED
OCTOBER 31, APRIL 30, 1996
1995 (UNAUDITED)
________ ________________
<S> <C> <C>
OPERATIONS:
Investment income (loss)-net...................................... $ 29,986 $ (18,213)
Net realized gain on investments.................................. 57,631 361,377
Net unrealized appreciation on investments for the period......... 729,269 838,630
____________ __________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............ 816,886 1,181,794
____________ __________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net............................................. (85,068) (19,280)
____________ __________
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold..................................... 93,703 595,404
Dividends reinvested.............................................. 85,068 19,280
Cost of shares redeemed........................................... (4,133) (231,106)
____________ __________
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.......... 174,638 383,578
____________ __________
TOTAL INCREASE IN NET ASSETS................................ 906,456 1,546,092
NET ASSETS:
Beginning of period............................................... 5,280,956 6,187,412
____________ __________
End of period [including undistributed investment income-net of
$13,834 in 1995 and investment (loss) of ($23,659) in 1996]..... $6,187,412 $7,733,504
============ =============

SHARES SHARES
____________ __________
CAPITAL SHARE TRANSACTIONS:
Shares sold....................................................... 6,814 36,670
Shares issued for dividends reinvested............................ 6,990 1,246
Shares redeemed................................................... (331) (15,042)
____________ __________
NET INCREASE IN SHARES OUTSTANDING.............................. 13,473 22,874
============ =============

</TABLE>

See notes to financial statements.

DREYFUS LARGE COMPANY GROWTH FUND
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 period indicated This information
has been derived from the Fund's financial statements.
<TABLE>

SIX MONTHS ENDED
YEAR ENDED OCTOBER 31, APRIL 30,1996
______________________________
PER SHARE DATA: 1994(1) 1995 (UNAUDITED)
_______ _______ _____________
<S> <C> <C>
Net asset value, beginning of period............ $12.50 $13.05 $14.79
_______ _______ _______
INVESTMENT OPERATIONS:
Investment income (loss)-net.................... .17 .07 (.04)
Net realized and unrealized gain on investments. .38 1.88 2.83
_______ _______ _______
TOTAL FROM INVESTMENT OPERATIONS.............. .55 1.95 2.79
_______ _______ _______
DISTRIBUTIONS:
Dividends from investment income-net............ - (.21) (.05)
_______ _______ _______
Net asset value, end of period.................. $13.05 $14.79 $17.53
======== ======== ========
TOTAL INVESTMENT RETURN............................. 4.40%(2) 15.29% 18.87%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......... - .85% .63%(2)
Ratio of net investment income (loss)
to average net assets......................... 1.37%(2) .54% (.27%)(2)
Decrease reflected in above expense ratios due to
undertakings by the Manager................... 1.97%(2) 1.69% .14%(2)
Portfolio Turnover Rate......................... 12.08%(2) 86.59% 70.39%(2)
Average commission rate paid(3)................. - - $.0504
Net Assets, end of period (000's omitted)....... $5,281 $6,187 $7,734

(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
(3) For fiscal years beginning on or after November 1, 1995, the Fund is
required to disclose its average commission rate paid per share for purchases
and sales of investment securities.

</TABLE>

See notes to financial statements.

DREYFUS LARGE COMPANY 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 Large Company Growth Fund (the
"Fund"). 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 ("Mellon"). 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.
As of April 30, 1996, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank
Corporation, held 410,125 shares of the Fund.
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.
(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, it is the policy of
the Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund 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.
The Fund 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.

DREYFUS LARGE COMPANY GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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 six months ended April 30, 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 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 November 1, 1995 through October 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 reduction in management fee, pursuant to the
undertaking, amounted to $9,507 for the six months ended April 30, 1996.
The undertaking may be extended, modified or terminated by the Manager,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the Agreement.
(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 (a securities dealer,
financial institution or other industry professional) in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the six months ended April 30, 1996, the Fund was charged an
aggregate of $8,367 pursuant to the Shareholder Services Plan.
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 $158 for the period from December
1, 1995 through April 30, 1996.

DREYFUS LARGE COMPANY GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Effective May 10, 1996, the Fund entered into a Custody Agreement with
Mellon, to provide custodial services for the Fund.
(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.
(D) BROKERAGE COMMISSIONS: For the six months ended April 30, 1996, the
Fund incurred total brokerage commissions of $9,742, of which $1,548 was paid
to Dreyfus Investment Services Corporation, a subsidiary of Mellon Bank
Corporation.
NOTE 4-SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the six months ended April 30, 1996,
amounted to $4,712,089 and $4,642,476, respectively.
At April 30, 1996, accumulated net unrealized appreciation on investments
was $1,836,936, consisting of $1,895,174 gross unrealized appreciation and
$58,238 gross unrealized depreciation.
At April 30, 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 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
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 Series' financial statements.
<TABLE>
<CAPTION>

YEAR ENDED OCTOBER 31,
------------------------------------
PER SHARE DATA: 1994(1) 1995
---------------- -----------------
<S> <C> <C>
Net asset value, beginning of year......................................... $12.50 $13.05
---------------- ------------------
INVESTMENT OPERATIONS:
Investment income--net..................................................... .17 .07
Net realized and unrealized gain on investments............................ .38 1.88
---------------- ------------------
TOTAL FROM INVESTMENT OPERATIONS......................................... .55 1.95
---------------- ------------------
DISTRIBUTIONS;
Dividends from investment income--net...................................... _ (.21)
---------------- ------------------
Net asset value, end of year............................................... $13.05 $14.79
================ ==================
TOTAL INVESTMENT RETURN........................................................ 4.40%(2) 15.29%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................................... - .85%
Ratio of net investment income to average net assets....................... 1.37%(2) .54%
Decrease reflected in above expense ratios due to
undertakings by the Manager.............................................. 1.97%(2) 1.69%
Portfolio Turnover Rate.................................................... 12.08%(2) 86.59%
Net Assets, end of year (000's omitted).................................... $5,281 $6,187
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.

</TABLE>

See notes to financial statements.
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

<PAGE>
Dreyfus Large Company Value Fund
- -----------------------------------------------------------------------------
Statement of Investments April 30, 1996 (Unaudited)
<TABLE>
<CAPTION>
Common Stocks-94.9% Shares Value
---------- -----------
<S> <C> <C> <C>
Commercial Services-1.3% Sensormatic Electronics.................. 12,700 $ 258,763
-----------

Consumer Durables-4.7% Eastman Kodak............................ 4,000 306,000
Hasbro................................... 8,300 305,025
Newell................................... 11,500 327,750
-----------
938,775
-----------

Consumer Non-Durables-10.1% American Greetings, Cl. A................ 11,200 309,400
Fila Holding S.P.A., A.D.R. ............. 4,500 307,125
First Brands............................. 12,000 318,000
Jones Apparel Group......................(a) 6,000 308,250
Kimberly-Clark........................... 4,200 305,025
Philip Morris Cos. ...................... 3,500 315,438
Revlon, Cl. A............................ 6,000 162,000
-----------
2,025,238
-----------

Consumer Services-5.1% Carnival, Cl. A.......................... 8,900 258,100
Grand Casinos............................(a) 7,200 233,100
News Corp, A.D.R. ....................... 10,600 249,100
Planet Hollywood International, Cl. A.... 7,000 177,625
United States Satellite Broadcasting, Cl. A 3,000 102,750
-----------
1,020,675
-----------

Electronic Technology-12.2% Boeing.................................... 3,800 312,075
Digital Equipment.........................(a) 5,300 316,675
Hewlett-Packard........................... 2,900 307,038
Lucent Technologies....................... 6,700 235,338
Perkin-Elmer.............................. 5,500 301,812
Premier Technologies...................... 8,200 309,550
Seagate Technology........................(a) 5,600 324,800
Storage Technology........................(a) 11,000 338,250
-----------
2,445,538
-----------

Energy Minerals-7.5% Amerada Hess.............................. 5,300 300,113
Amoco..................................... 4,400 321,200
Exxon..................................... 2,900 246,500
Phillips Petroleum........................ 7,500 311,250
Tosco..................................... 6,100 326,350
-----------
1,505,413
-----------

Finance-11.9% AMBAC..................................... 6,500 316,062
Alexander & Alexander Services............ 14,900 281,238
CIGNA..................................... 2,700 306,113
ContiFinancial............................ 6,400 204,000
FINOVA Group.............................. 5,900 327,450
First Chicago NBD......................... 7,800 321,750
First Union............................... 4,700 289,050
PMI Group................................. 7,700 327,250
-----------
2,372,913
-----------

<PAGE>
<CAPTION>
Dreyfus Large Company Value Fund
- ----------------------------------------------------------------------
Statement of Investments (continued) April 30, 1996 (Unaudited)
Common Stocks (continued) Shares Value
---------- -----------
<S> <C> <C> <C>
Health Services-1.3% Value Health..............................(a) 8,600 $ 250,475
-----------

Health Technology-8.2% Astra AB, Ser. A.......................... 6,400 283,627
Bard (C.R.)............................... 8,300 302,950
Baxter International...................... 7,100 314,175
Bristol-Myers Squibb...................... 2,900 238,525
ChiRex.................................... 6,000 73,500
Sandoz AG................................. 201 219,096
Warner-Lambert............................ 1,800 201,150

-----------
1,633,023
-----------

Industrial Services-1.6% Western Waste Industries..................(a) 8,300 322,662
-----------
Non-Energy Minerals-1.6% Southern Peru Copper...................... 16,900 316,875
-----------
Process Industries-4.9% Grace (W.R.) & Co. ....................... 3,500 271,250
James River............................... 9,200 246,100
Praxair................................... 4,900 189,263
Witco..................................... 8,000 273,000
-----------
979,613
-----------
Producer Manufacturing-7.4% AlliedSignal.............................. 5,500 319,687
National Service Industries............... 7,500 277,500
Olin...................................... 2,800 247,800
Raychem................................... 4,100 319,287
Westinghouse Electric..................... 16,800 317,100
-----------
1,481,374
-----------
Retail Trade-4.3% Eckerd....................................(a) 4,900 233,975
Intimate Brands, Cl. A.................... 13,900 293,637
Tandy..................................... 5,000 259,375
Thrifty Payless Holdings, Cl. B........... 6,000 81,000
-----------
867,987
-----------
Transportation-1.4% Consolidated Freightways.................. 10,400 271,700
-----------
Utilities-11.4% AT&T...................................... 4,500 275,625
Ameritech................................. 2,400 140,100
British Telecommunications plc, A.D.R. ... 5,900 324,500
Century Telephone Enterprises............. 8,600 281,650
Entergy................................... 12,400 328,600
GTE....................................... 7,000 303,625
NYNEX..................................... 4,800 235,800
Public Service Company of Colorado........ 3,300 109,312
Texas Utilities........................... 7,100 285,775
-----------
2,284,987
-----------
TOTAL COMMON STOCKS
(cost $17,526,516)...................... $18,976,011
-----------
-----------

<PAGE>
<CAPTION>
Dreyfus Large Company Value Fund
- ---------------------------------------------------------------------
Statement of Investments (continued) April 30, 1996 (Unaudited)
Principal
Short-Term Investments-10.2% Amount Value
---------- -----------
<S> <C> <C> <C>
U.S. Treasury Bills: 4.74%, 5/16/96............................ $ 7,000 $ 6,986
4.92%, 7/5/96............................. 1,931,000 1,913,660
4.98%, 7/25/96............................ 115,000 113,644
-----------
TOTAL SHORT-TERM INVESTMENTS
(cost $2,034,493)....................... $ 2,034,290
-----------
-----------
TOTAL INVESTMENTS (cost $19,561,009).............................................. 105.1% $21,010,301
------ -----------
------ -----------
LIABILITIES, LESS CASH AND RECEIVABLES............................................ (5.1%) $(1,017,104)
------ -----------
------ -----------
NET ASSETS.................................................................. 100.0% $19,993,197
------ -----------
------ -----------
</TABLE>
Note to Statement of Investments;
- ------------------------------------------------------------------------------
(a) Non-income producing.

See notes to financial statements.

<PAGE>
Dreyfus Large Company Value Fund
- -----------------------------------------------------------------------------
Statement of Assets and Liabilities April 30, 1996 (Unaudited)
<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $19,561,009)-see statement...................................... $21,010,301
Cash.................................................................... 510,344
Dividends and interest receivable....................................... 10,731
Receivable for shares of Common Stock subscribed........................ 5,000
Net unrealized appreciation on forward currency exchange contracts-Note 4(a) 8,485
Prepaid expenses........................................................ 16,098
------------
21,560,959

LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 22,872
Due to Distributor...................................................... 3,244
Payable for investment securities purchased............................. 1,519,348
Accrued expenses........................................................ 22,298 1,567,762
---------- ------------
NET ASSETS.................................................................. $19,993,197
------------
------------

REPRESENTED BY:
Paid-in capital......................................................... $17,540,731
Accumulated undistributed investment income-net......................... 20,632
Accumulated undistributed net realized gain on investments
and foreign currency transactions..................................... 974,060
Accumulated net unrealized appreciation on investments
and foreign currency transactions..................................... 1,457,774
------------
NET ASSETS at value applicable to 1,182,043 outstanding shares of
Common Stock, equivalent to $16.91 per share
(100 million shares of $.001 par value authorized)...................... $19,993,197
------------
------------
</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus Large Company Value Fund
- ----------------------------------------------------------------------------
Statement of Operations six months ended April 30, 1996 (Unaudited)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Income:
Cash dividends (net of $422 foreign taxes withheld at source)......... $ 86,470
Interest.............................................................. 15,378
---------
Total Income.................................................... $ 101,848
Expenses:
Management fee-Note 3(a).............................................. 35,564
Shareholder servicing costs-Note 3(b)................................. 13,900
Registration fees..................................................... 8,581
Professional fees .................................................... 5,979
Custodian fees........................................................ 3,701
Prospectus and shareholders' reports.................................. 3,632
Directors' fees and expenses-Note 3(c)................................ 2,535
Miscellaneous......................................................... 3,705
---------
Total Expenses.................................................. 77,597
Less-reduction in management fee due to
undertaking-Note 3(a)............................................... 17,618
---------
Net Expenses................................................... 59,979
------------
INVESTMENT INCOME-NET.......................................... 41,869
------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments-Note 4(a).............................. $969,958
Net realized gain on forward currency exchange contracts-
Short transactions.................................................... 5,518
---------
Net Realized Gain..................................................... 975,476

Net unrealized appreciation on investments and foreign currency transactions 1,138,680
------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 2,114,156
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $2,156,025
------------
------------
</TABLE>
See notes to financial statements.

<PAGE>
Dreyfus Large Company Value Fund
- -----------------------------------------------------------------------------
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Year Ended Six Months Ended
October 31, April 30, 1996
1995 (Unaudited)
----------- ----------------
<S> <C> <C>
OPERATIONS:
Investment income-net............................................. $ 94,447 $ 41,869
Net realized gain on investments.................................. 924,046 975,476
Net unrealized appreciation on investments for the period......... 318,810 1,138,680
----------- -----------

Net Increase In Net Assets Resulting From Operations............ 1,337,303 2,156,025
----------- -----------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net............................................. (130,949) (91,396)
Net realized gain on investments.................................. - (870,437)
----------- -----------
Total Dividends................................................. (130,949) (961,833)
----------- -----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold..................................... 224,848 12,415,453
Dividends reinvested.............................................. 130,949 961,690
Cost of shares redeemed........................................... (43,446) (1,265,241)
----------- -----------
Increase In Net Assets From Capital Stock Transactions.......... 312,351 12,111,902
----------- -----------
Total Increase In Net Assets................................ 1,518,705 13,306,094

NET ASSETS:
Beginning of period............................................... 5,168,398 6,687,103
----------- -----------
End of period (including undistributed investment income-net of
$70,159 in 1995 and $20,632 in 1996)............................ $ 6,687,103 $19,993,197
----------- -----------
----------- -----------

Shares Shares
------------ -----------
CAPITAL SHARE TRANSACTIONS:
Shares sold....................................................... 15,585 763,118
Shares issued for dividends reinvested............................ 11,116 65,600
Shares redeemed................................................... (3,424) (79,169)
----------- -----------
Net Increase In Shares Outstanding.............................. 23,277 749,549
----------- -----------
----------- -----------

</TABLE>

See notes to financial statements.

<PAGE>
Dreyfus Large Company Value Fund
- -----------------------------------------------------------------------------
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 period indicated. This
information has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
Year Ended October 31, Six Months Ended
------------------------ April 30,1996
PER SHARE DATA: 1994(1) 1995 (Unaudited)
------ ------ ----------
<S> <C> <C> <C>
Net asset value, beginning of period............ $12.50 $12.63 $15.46
------ ------ ------
Investment Operations:
Investment income-net........................... .26 .22 .07
Net realized and unrealized gain (loss) on investments (.13) 2.93 3.59
------ ------ ------
Total from Investment Operations.............. .13 3.15 3.66
------ ------ ------

Distributions:
Dividends from investment income-net............ - (.32) (.21)
Dividends from net realized gain on investments. - - (2.00)
------ ------ ------
Total Distributions........................... - (.32) (2.21)
------ ------ ------
Net asset value, end of period.................. $12.63 $15.46 $16.91
------ ------ ------
------ ------ ------
TOTAL INVESTMENT RETURN............................. 1.04%(2) 25.73% 25.87%(2)

RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......... - .83% .63%(2)
Ratio of net investment income to average net assets 2.08%(2) 1.64% .44%(2)
Decrease reflected in above expense ratios due to
undertakings by the Manager................... 2.01%(2) 1.76% .18%(2)
Portfolio Turnover Rate......................... 48.35%(2) 143.61% 91.50%(2)
Average commission rate paid(3)................. - - $.0469
Net Assets, end of period (000's omitted)....... $5,168 $6,687 $19,993
<FN>
- ----------------------
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
(3) For fiscal years beginning on or after September 1, 1995, the Fund is
required to disclose its average commission rate
paid per share for purchases and sales of investment securities.
</TABLE>

See notes to financial statements.

<PAGE>

Dreyfus Large Company 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 Large Company Value Fund (the
"Fund"). 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. ("Mellon"). 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 April 30, 1996, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank
Corporation, held 475,168 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 the 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 amount 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

<PAGE>
Dreyfus Large Company 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 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 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 six months ended April 30, 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 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 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 Fund's net assets in accordance
with California "blue sky" regulations. The Manager has currently undertaken
from November 1, 1995 through October 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 reduction in management fee, pursuant to the
undertaking, amounted to $17,618 for the six months ended April 30, 1996.

The undertaking may be extended, modified or terminated by the Manager,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the Agreement.

(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 (a securities dealer,
financial institution or other industry professional) in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the six months ended April 30, 1996, the Fund was charged an
aggregate of $11,855 pursuant to the Shareholder Services Plan.

<PAGE>
Dreyfus Large Company Value Fund
- -----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

Effective May 10, 1996, the Fund entered into a Custody Agreement with
Mellon to provide custodial services for the Fund.

(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.

(d) Brokerage commissions: For the six months ended April 30, 1996, the
Fund incurred total brokerage commissions of $29,035, of which $7,076 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,
excluding short-term securities, during the six months ended April 30, 1996,
amounted to $19,203,947 and $9,020,971, respectively.
The following summarizes open forward currency contracts at April 30,
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 6/18/96........... 1,600,000 $236,354 $235,873 $ 481
Swiss Francs, expiring 6/18/96............ 230,000 193,908 185,904 8,004
-------
$8,485
-------
-------
</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 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 April 30, 1996, accumulated net unrealized appreciation on
investments and foreign currency exchange contracts was $1,457,777,
consisting of $1,583,507 gross unrealized appreciation and $125,730 gross
unrealized depreciation.

At April 30, 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>

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS-96.6% SHARES VALUE
______ ______
<S> <C> <C> <C>
BASIC INDUSTRIES-8.0% Apogee Enterprises..................... 3,000 $ 78,750
BWay................................... 4,000 69,000
Bowne & Co............................. 2,000 36,000
Calgon Carbon.......................... 7,200 90,000
CalMat................................. 4,000 69,500
Century Aluminum....................... 3,500 51,625
Dexter................................. 1,500 40,312
Dravo.................................. (a) 2,000 27,500
Fuller (H.B.).......................... 1,300 42,575
Gundle/SLT Environmental............... (a) 8,000 54,000
Handy & Harman......................... 2,100 35,700
Mosinee Paper.......................... 2,200 71,225
Rock Tennessee, Cl. A.................. 2,500 43,750
_____
709,937
_____
CAPITAL GOODS-6.8% Avondale Industries.................... (a) 5,000 95,625
Chart Industries....................... 11,500 133,688
Daniel Industries...................... 4,000 62,000
Elsag Baily Process Auto, N.V. ........ (a) 3,000 67,500
Giddings & Lewis....................... 2,800 51,975
Global Industrial Technologies......... (a) 1,600 29,400
UNR Industries......................... 10,000 93,125
Zurn Industries........................ 3,400 69,275
_____
602,588
_____
CONSUMER DURABLES-6.5% Arctco................................. 3,000 28,875
BE Aerospace........................... (a) 2,500 38,437
Bassett Furniture Industries........... 1,500 38,625
Chris Craft Industries................. (a) 1,850 79,087
Ethan Allen Interiors.................. (a) 1,200 31,200
Juno Lighting.......................... 4,500 66,656
Kaufman & Broad Home................... 7,000 98,875
La-Z Boy Chair......................... 1,500 44,438
O'Sullivan Industries Holdings......... (a) 2,500 17,813
Polaris Industries..................... 2,000 69,750
Standard Products...................... 2,700 68,512
_____
582,268
_____
CONSUMER
NON-DURABLES-6.2% Alberto-Culver, Cl. A.................. 2,000 67,500
Bally Gaming International............. (a) 4,900 36,750
Fieldcrest Cannon...................... (a) 3,000 64,125
Graphic Industries..................... 3,000 33,000
Guilford Mills......................... 2,800 67,900
Hollinger International, Cl. A......... 5,900 70,063

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

CONSUMER NON-DURABLES
(CONTINUED) International Specialty Products..... 4,500 $ 56,250
U.S. Industries...................... 4,400 92,400
Westpoint Stevens.................... (a) 3,000 63,000
_____
550,988
_____
CONSUMER SERVICES-14.6% Chancellor Broadcasting, Cl. A......... 4,000 102,000
Claire's Stores........................ 3,500 76,125
Fay's.................................. 5,000 43,125
Finish Line, Cl. A..................... (a) 4,000 83,000
International Family Entertainment, Cl. B (a) 3,000 45,750
Meyer (Fred)........................... (a) 3,100 89,125
Morningstar Group...................... (a) 5,000 50,000
Nash Finch............................. 2,500 43,750
Neiman Marcus Group.................... 2,500 60,000
Pier 1 Imports......................... 5,500 73,562
Red Lion Hotels........................ 3,600 79,200
SFX Broadcasting, Cl. A................ (a) 2,000 69,000
ShowBiz Pizza Time..................... (a) 7,000 152,250
Starter................................ (a) 5,000 48,125
True North Communications.............. 6,300 166,163
Waban.................................. (a) 2,600 63,700
York Group............................. 3,000 55,125
_____
1,300,000
_____
ENERGY-14.4% Aquila Gas Pipeline.................... 6,000 83,250
Arethusa (Off-Shore)................... 2,100 95,025
BW/IP.................................. 2,500 51,562
Carbo Ceramics......................... 9,000 193,500
Coflexip, A.D.R. ...................... 1,400 26,950
Cross Timbers Oil...................... 4,500 90,000
Dreco Energy Services, Cl. A........... (a) 2,000 50,500
Marine Drilling........................ (a) 2,500 24,688
NGC.................................... 2,232 33,480
Noble Drilling......................... (a) 1,800 27,000
Oceaneering International.............. (a) 4,000 63,000
Petroleum Geo-Services, A.D.R. ........ (a) 2,300 72,737
RPC.................................... (a) 7,000 80,500
Rowan.................................. (a) 5,000 73,750
Santa Fe Energy Resources.............. (a) 4,200 50,400
Stolt Comex Seaway, SA................. (a) 6,000 81,000
Swift Energy........................... (a) 5,100 79,050
Tuboscope Vetco International.......... (a) 8,100 105,300
_____
1,281,692
_____

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

FINANCIAL SERVICES-17.1% ALBANK Financial....................... 2,500 $ 66,875
Allmerica Property & Casualty Cos. .... 2,800 73,850
Astoria Financial...................... 500 26,625
Bay View Capital....................... 3,000 99,000
Bell Bancorp........................... 2,500 93,125
Berkley (W.R.)......................... 1,200 51,600
Citizens............................... 3,600 70,200
City National.......................... 4,000 56,500
Community Bank Systems................. 2,300 72,450
Downey Financial....................... 3,045 65,848
First Palm Beach Bancorp............... 2,600 55,900
First Savings Bank of Washington Bancorp 3,000 45,375
First USA Paymentech................... 500 21,750
FirstFed Financial..................... 3,000 48,375
Fleet Financial Group.................. 1,713 73,659
Fleet Financial Group (warrants)....... (a) 224 2,492
Flushing Financial..................... 4,000 63,000
GCR Holdings........................... 1,000 25,500
Glendale Federal Bank FSB.............. (a) 5,000 87,500
Greater New York Savings Bank.......... (a) 5,200 57,850
Guarantee Life Cos. ................... 5,500 94,188
Home Financial......................... 3,600 49,950
Klamath First Bancorp.................. 5,000 68,750
MLF Bancorp............................ 1,700 41,012
PXRE................................... 1,400 35,700
Security-Connecticut................... 500 13,125
Standard Financial..................... 2,400 35,700
Transnational Re, Cl. A................ 1,200 25,200
_____
1,521,099
_____
HEALTH CARE-2.2% Arterial Vascular Engineering.......... 500 22,000
Block Drug, Cl. A (non-voting)......... 1,030 38,883
Maxxim Medical......................... (a) 4,000 71,000
SpaceLabs Medical...................... (a) 1,500 33,375
Sterling Healthcare Group.............. (a) 2,000 34,500
_____
199,758
_____
TECHNOLOGY-16.1% Advanced Energy Industries............. 4,000 35,000
Berg Electronics....................... 4,100 109,162
Caere.................................. (a) 8,600 82,775
Crosscomm.............................. (a) 5,000 52,500
Data General........................... (a) 3,000 46,125
Dynatech............................... (a) 4,000 103,000
Egghead................................ (a) 2,500 24,375
Forte Software......................... 500 30,875

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

TECHNOLOGY (CONTINUED) HMT Technology....................... 9,000 $ 199,125
Mentor Graphics...................... (a) 5,544 88,704
Metatec, Cl. A....................... (a) 4,000 48,500
Micro Linear......................... (a) 4,000 47,500
Polycom.............................. 4,000 35,500
Quickturn Design System.............. (a) 5,600 82,600
Segue Software....................... 500 14,750
Sequent Computer Systems............. (a) 3,000 43,875
Symantec............................. (a) 10,000 161,250
ThermoQuest.......................... 500 8,250
Truevision........................... (a) 8,100 68,850
Viewlogic Systems.................... (a) 6,000 82,500
Xircom............................... (a) 4,600 74,175
_____
1,439,391
_____
TRANSPORTATION-4.7% American Freightways................... (a) 4,000 60,500
Cronos Group........................... 3,000 26,250
Harper Group........................... 5,500 106,563
Interpool.............................. 3,400 61,200
Sea Containers, Cl. A.................. 2,500 46,875
Stolt-Nielsen, SA...................... 2,000 41,094
TNT Freightways........................ 1,400 31,675
Werner Enterprises..................... 2,000 48,500
_____
422,657
_____
TOTAL COMMON STOCKS
(cost $7,752,247).................... $8,610,378
=====
PRINCIPAL
SHORT-TERM INVESTMENTS-8.9% AMOUNT
______
U.S. TREASURY BILLS; 4.95%, 7/5/96 (cost $794,832)............(b) $ 802,000 $ 794,798
=====
TOTAL INVESTMENTS (cost $8,547,079)......................................... 105.5% $9,405,176
====== =====
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (5.5%) $ (487,898)
====== =====
NET ASSETS.................................................................. 100.0% $8,917,278
====== =====
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short positions.

</TABLE>

See independent accountants' review report and notes to financial statements.
<TABLE>

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF SECURITIES SOLD SHORT APRIL 30, 1996 (UNAUDITED)
COMMON STOCKS SHARES VALUE
_____ _____
<S> <C> <C>
ACX Technologies............................................................ 2,000 $ 38,750
Champion Industries......................................................... 1,375 25,437
Electronics for Imaging..................................................... 400 24,400
Fritz Cos................................................................... 2,070 76,073
Olympic Financial........................................................... 1,800 40,050
Presstek.................................................................... 1,000 138,750
Quanex...................................................................... 2,700 59,400
_____
TOTAL SECURITIES SOLD SHORT
(proceeds $235,998)..................................................... $402,860
=====

</TABLE>

See notes to financial statments.
<TABLE>

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 1996 (UNAUDITED)
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $8,547,079)-see statement....................................... $9,405,176
Cash.................................................................... 154,155
Receivable from brokers for proceeds on securities sold short........... 235,998
Receivable for investment securities sold............................... 192,774
Dividends and interest receivable....................................... 1,746
Prepaid expenses........................................................ 16,290
_____
10,006,139
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 30,273
Due to Distributor...................................................... 1,708
Securities sold short, at value
(proceeds $235,998)-see statement..................................... 402,860
Payable for investment securities purchased............................. 394,592
Payable for Common Stock redeemed....................................... 241,271
Accrued expenses........................................................ 18,157 1,088,861
____ _____
NET ASSETS.................................................................. $8,917,278
=====
REPRESENTED BY:
Paid-in capital......................................................... $6,885,818
Accumulated undistributed investment income-net......................... 66,300
Accumulated undistributed net realized gain on investments,
securities sold short and foreign currency transactions............... 1,273,925
Accumulated net unrealized appreciation on investments and
securities sold short-Note 4(b)....................................... 691,235
_____
NET ASSETS at value applicable to 539,156 outstanding shares of
Common Stock, equivalent to $16.54 per share
(100 million shares of $.001 par value authorized)...................... $8,917,278
=====

</TABLE>

See notes to financial statements.
<TABLE>

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF OPERATIONS SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $17 foreign taxes withheld at source).......... $ 99,567
Interest.............................................................. 24,508
______
TOTAL INCOME.................................................... $ 124,075
EXPENSES:
Management fee-Note 3(a).............................................. 27,138
Shareholder servicing costs-Note 3(b)................................. 10,920
Custodian fees........................................................ 6,302
Prospectus and shareholders' reports.................................. 5,971
Registration fees..................................................... 5,204
Organization expenses................................................. 2,800
Directors' fees and expenses-Note 3(c)................................ 1,917
Dividends on securities sold short.................................... 1,136
Professional fees..................................................... 968
Interest-Note 2....................................................... 190
Miscellaneous......................................................... 916
______
TOTAL EXPENSES.................................................. 63,462
Less-reduction in management fee
due to undertaking-Note 3(a)...................................... 16,153
______
NET EXPENSES.................................................... 47,309
______
INVESTMENT INCOME-NET........................................... 76,766
______
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on investments-Note 4(a):
Long transactions (including foreign currency transactions)........... $1,329,248
Short sale transactions............................................... (39,299)
______
NET REALIZED GAIN..................................................... 1,289,949
Net unrealized appreciation on investments and
securities sold short................................................. 445,443
______
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 1,735,392
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $1,812,158
=====

</TABLE>

See notes to financial statements.
<TABLE>

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED SIX MONTHS ENDED
OCTOBER 31, APRIL 30, 1996
1995 (UNAUDITED)
______ __________
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... $ 44,644 $ 76,766
Net realized gain on investments........................................ 464,856 1,289,949
Net unrealized appreciation on investments for the period............... 601,439 445,443
_____ _____
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 1,110,939 1,812,158
_____ _____
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... (137,132) (41,124)
Net realized gain on investments........................................ (220,243) (461,510)
_____ _____
TOTAL DIVIDENDS....................................................... (357,375) (502,634)
_____ _____
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 343,498 1,375,886
Dividends reinvested.................................................... 357,374 502,014
Cost of shares redeemed................................................. (216,275) (674,098)
_____ _____
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 484,597 1,203,802
_____ _____
TOTAL INCREASE IN NET ASSETS...................................... 1,238,161 2,513,326
NET ASSETS:
Beginning of period..................................................... 5,165,791 6,403,952
_____ _____
End of period (including undistributed investment income-net
of $30,658 in 1995 and $66,300 in 1996)............................... $6,403,952 $8,917,278
===== =====

SHARES SHARES
_____ _____
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 27,757 88,962
Shares issued for dividends reinvested.................................. 31,966 35,629
Shares redeemed......................................................... (17,844) (42,824)
_____ _____
NET INCREASE IN SHARES OUTSTANDING.................................... 41,879 81,767
===== =====

</TABLE>

See notes to financial statements.

DREYFUS SMALL COMPANY VALUE FUND
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 period indicated. This
information has been derived from the Fund's financial statements.
<TABLE>

SIX MONTHS ENDED
YEAR ENDED OCTOBER 31, APRIL 30, 1996
__________________________
PER SHARE DATA: 1994(1) 1995 (UNAUDITED)
____ ____ ______
<S> <C> <C> <C>
Net asset value, beginning of period....................... $12.50 $12.43 $14.00
___ ___ ___
INVESTMENT OPERATIONS:
Investment income-net...................................... .30 .10 .15
Net realized and unrealized gain (loss)
on investments........................................... (.37) 2.33 3.49
___ ___ ___
TOTAL FROM INVESTMENT OPERATIONS......................... (.07) 2.43 3.64
___ ___ ___
DISTRIBUTIONS:
Dividends from investment income-net....................... - (.33) (.09)
Dividends from net realized gain
on investments........................................... - (.53) (1.01)
___ ___ ___
TOTAL DISTRIBUTIONS...................................... - (.86) (1.10)
___ ___ ___
Net asset value, end of period............................. $12.43 $14.00 $16.54
=== === ===
TOTAL INVESTMENT RETURN........................................ (.56%)(2) 21.30% 27.37%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to
average net assets....................................... - .84% .63%(2)
Ratio of interest expense and dividends on
securities sold short to average net assets.............. .01%(2) .07% .02%(2)
Ratio of net investment income to
average net assets....................................... 2.39%(2) .79% 1.05%(2)
Decrease reflected in above expense ratios
due to undertakings by Dreyfus........................... 2.07%(2) 1.80% .22%(2)
Portfolio Turnover Rate................................ .... 219.63%(2) 161.01% 133.23%(2)
Average commission rate paid(3)............................ - - $.0511
Net Assets, end of period (000's omitted)................. $5,166 $6,404 $8,917
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
(3) For fiscal years beginning on or after November 1, 1995, the Fund is
required to disclose its average commission rate paid per share for
purchases and sales of investment securities.
</TABLE>

See independent accountants' review report and notes to financial statements.

DREYFUS SMALL COMPANY 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 Small Company Value Fund (the
"Fund"). The Fund's investment objective is capital appreciation. The Dreyfus
Corporation ("Dreyfus") serves as the Fund's investment adviser. Dreyfus is a
direct subsidiary of Mellon Bank, N.A. ("Mellon"). The Boston Company Asset
Management, Inc. ("TBC Asset Management"), an indirect subsidiary of Mellon
and an affiliate of Dreyfus, serves as the Fund's sub-investment adviser.
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.
As of April 30, 1996, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank
Corporation, held 473,473 shares of the Fund.
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. 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 the 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 amount 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.

DREYFUS SMALL COMPANY VALUE FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(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 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 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.
At April 30, 1996, there were no outstanding borrowings under the line of
credit. The average daily amount of short-term debt outstanding during the
six months ended April 30, 1996 was approximately $6,044, with a related
weighted average annualized interest rate of 6.33%. The maximum amount of
such debt outstanding at any time during the six months ended April 30, 1996,
was $300,000.
NOTE 3-INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSAC
TIONS 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 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 Fund's net assets in accordance with
California "blue sky" regulations. Dreyfus has currently undertaken from
November 1, 1995 through October 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 reduction in management fee, pursuant to the
undertaking, amounted to $16,153 for the six months ended April 30, 1996.
The undertaking may be extended, modified or terminated by Dreyfus,
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 value of the Fund's average daily net assets and is
payable monthly by Dreyfus.

DREYFUS SMALL COMPANY 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 (a securities dealer,
financial institution or other industry professional) in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents. During the six months ended April 30, 1996, the Fund was charged an
aggregate of $9,046 pursuant to the Shareholder Services Plan.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for
the Fund. Such compensation amounted to $250 for the period from December 1,
1995 through April 30, 1996.
Effective May 10, 1996, the Fund entered into a Custody Agreement with
Mellon to provide custodial services for the Fund.
(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 4-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities, during the six
months ended April 30, 1996 is summarized as follows:
<TABLE>

PURCHASES SALES
________ ________
<S> <C> <C>
Long transactions................................................ $ 9,962,920 $ 9,015,534
Short sale transactions.......................................... 528,870 377,194
_______ _______
TOTAL.......................................................... $10,491,790 $ 9,392,728
======= =======
</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 April 30, 1996 and their related
market values and proceeds are set forth in the Statement of Securities Sold
Short.
(B) At April 30, 1996, accumulated net unrealized appreciation on
investments was $691,235, consisting of $1,002,463 gross unrealized
appreciation and $311,228 gross unrealized depreciation.
At April 30, 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.

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 Growth and Value Funds, Inc.

PART C. OTHER INFORMATION
_________________________

Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________

(a) Financial Statements:

Included in Part A of the Registration Statement

Condensed Financial Information for the period from
September 29, 1995 (commencement of operations) to August
31, 1996 with respect to Dreyfus Aggressive Value Fund and
Dreyfus Aggressive Growth Fund.

Included in Part B of the Registration Statement:

Statement of Investments-- for the period September 29,
1995 (commencement of operations) to August 31, 1996
(audited) for Dreyfus Aggressive Value Fund and Dreyfus
Aggressive Growth Fund.

Statement of Assets and Liabilities-- for the period
September 29, 1995 (commencement of operations) to
August 31, 1996 (audited) for Dreyfus Aggressive Value
Fund and Dreyfus Aggressive Growth Fund.

Statement of Operations-- for the period September 29,
1995 (commencement of operations) to August 31, 1996
(audited) for Dreyfus Aggressive Value Fund and Dreyfus
Aggressive Growth Fund.

Statement of Changes in Net Assets-- for the period
September 29, 1995 (commencement of operations) to
August 31, 1996 (audited) for Dreyfus Aggressive Value
Fund and Dreyfus Aggressive Growth Fund.

Notes to Financial Statements

Report of Ernst & Young LLP, Independent Auditors,
dated September 27, 1996.

All Schedules and other financial statement information, for which
provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.

Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________

(b) Exhibits:

(1) Registrant's Articles of Incorporation and Articles of Amendment
are incorporated by reference to Exhibit (1) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on December 22, 1993, and Exhibits (1)(b) and (1)(c) of Post
Effective Amendment No. 5 to the Registration Statement on Form
N-1A, filed on September 27, 1995.

(2) Registrant's By-Laws, as amended, are incorporated by reference
to Exhibit (2) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 27, 1995.

(5)(a) Management Agreement is incorporated by reference to Exhibit
(5)(a) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.

(5)(b) Sub-Investment Advisory Agreement is incorporated by reference to
Exhibit (5)(b) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 27, 1995.

(6)(a) Distribution Agreement is incorporated by reference to Exhibit
(6) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.

(6)(b) Shareholder Services Plan Agreements are incorporated by
reference to Exhibit (6)(b) of Post-Effective Amendment No. 6 to
the Registration Statement on Form N-1A, filed on February 16,
1996.

(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A, filed on September 27,
1995.

(9) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.

(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on December 22, 1993
are incorporated by reference to Exhibit (14) of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A, filed
on February 16, 1996.

(11) Consent of Independent Auditors.

(14) Documents making up model plans in the establishment of
retirement plans in conjunction with which Registrant offers its
Securities are incorporated by reference to Exhibit (14) of Post
Effective Amendment No. 6 to the Registration Statement on Form
N-1A, filed on February 16, 1996.

Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________

(16) Schedules of Computation of Performance Data are incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed on June 22, 1994.

(17) Financial Data Schedule.

Other Exhibits
______________

(a) Powers of Attorney of the Directors and officers are
incorporated by reference to Other Exhibits (a) of
Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on February 16, 1996.

(b) Certificate of Secretary are incorporated by reference
to Other Exhibits (b) of Post-Effective Amendment No. 6
to the Registration Statement on Form N-1A, filed on
February 16, 1996.

Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________

Not Applicable

Item 26. Number of Holders of Securities.
_______ ________________________________

(1) (2)
Number of Record
Title of Class Holders as of November 12, 1996
______________ _______________________________

Common Stock
(Par value $.001)

Dreyfus Aggressive Value Fund 1015
Dreyfus Aggressive Growth Fund 10309

Item 27. Indemnification
_______ _______________

The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own
protection, is incorporated by reference to Item 27 of Part II of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on December 22, 1993.

Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.

Item 28(a). Business and Other Connections of Investment Adviser.
_______ ____________________________________________________

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

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

Officers and Directors of Investment Adviser
____________________________________________

Name and Position
with Dreyfus Other Businesses
_________________ ________________

MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.

FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067

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

LAWRENCE M. GREENE None
Director

JULIAN M. SMERLING None
Director

W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405

CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Executive Officer, The Boston Company*****;
Chief Operating Deputy Director:
Officer and a Mellon Trust****;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****

STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
and a Director Officer:
Kleinwort Benson Investment Management
Americas Inc.*

LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;

PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081

WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.

ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++

WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109

MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*

PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications

MARY BETH LEIBIG None
Vice President-
Human Resources

JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903

ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services

ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+

______________________________________

* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.

Item 29. Principal Underwriters
________ ______________________

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

1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) The Dreyfus/Laurel Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus Stock Index Fund, Inc.
37) Dreyfus LifeTime Portfolios, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus MidCap Index Fund
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus S&P 500 Index Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Investment Grade Bond Funds, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Tax Exempt Cash Management
68) The Dreyfus Third Century Fund, Inc.
69) Dreyfus Treasury Cash Management
70) Dreyfus Treasury Prime Cash Management
71) Dreyfus Variable Investment Fund
72) Dreyfus Worldwide Dollar Money Market Fund, Inc.
73) General California Municipal Bond Fund, Inc.
74) General California Municipal Money Market Fund
75) General Government Securities Money Market Fund, Inc.
76) General Money Market Fund, Inc.
77) General Municipal Bond Fund, Inc.
78) General Municipal Money Market Fund, Inc.
79) General New York Municipal Bond Fund, Inc.
80) General New York Municipal Money Market Fund
81) Premier Insured Municipal Bond Fund
82) Premier California Municipal Bond Fund
83) Premier Equity Funds, Inc.
84) Premier Global Investing, Inc.
85) Premier GNMA Fund
86) Premier Growth Fund, Inc.
87) Premier Municipal Bond Fund
88) Premier New York Municipal Bond Fund
89) Premier State Municipal Bond Fund
90) Premier Strategic Growth Fund
91) Premier Value Fund

(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________

Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer

Joseph F. Tower, III+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer

John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary

Roy M. Moura+ First Vice President None

Dale F. Lampe+ Vice President None

Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer

Paul Prescott+ Vice President None

Elizabeth A. Bachman++ Assistant Vice President Vice President
and Assistant
Secretary

Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk

John W. Gomez+ Director None

William J. Nutt+ Director None

________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.

Item 30. Location of Accounts and Records
________________________________

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

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

3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671

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

Item 31. Management Services
_______ ___________________

Not Applicable

Item 32. Undertakings
________ ____________

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

(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 2nd day of December, 1996.

Dreyfus Growth and Value Funds, Inc.

BY: /s/Marie E. Connolly*
MARIE E. CONNOLLY, PRESIDENT

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.

Signatures Title Date

__________________________ ___________________________ _________

/s/Marie E. Connolly* President (Principal Executive 12/2/96
Marie E. Connolly Officer) and Director

/s/Joseph S. DiMartino* Director 12/2/96
Joseph S. DiMartino

/s/John M. Fraser, Jr.* Director 12/2/96
John M. Fraser, Jr.

/s/David P. Feldman* Director 12/2/96
David P. Feldman

/s/Ehud Houminer* Director 12/2/96
Ehud Houminer

/s/David J. Mahoney* Director 12/2/96
David J. Mahoney

/s/Gloria Messinger* Director 12/2/96
Gloria Messinger

/s/Jack R. Meyer* Director 12/2/96
Jack R. Meyer

/s/John Szarkowski* Director 12/2/96
John Szarkowski

/s/Anne Wexler* Director 12/2/96
Anne Wexler

*BY: /s/ Elizabeth Bachman
Elizabeth Bachman,
Attorney-in-Fact

EXHIBIT INDEX

Exhibits

(11) Consent of Independent Auditors

(17) Financial Data Schedule

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our reports
dated December 7, 1995 for Dreyfus Large Company Growth Fund, Dreyfus
Large Company Value Fund, and Dreyfus Small Company Value Fund and the use
of our reports dated September 27, 1996 for Dreyfus Aggressive Growth Fund,
Dreyfus Aggressive Value Fund, Dreyfus Midcap Value Fund, Dreyfus International
Value Fund, and Dreyfus Emerging Leaders Fund included in this Registration
Statement (Form N-1A Nos. 33-51061; 811-7123) of Dreyfus Growth and Value
Funds, Inc.

ERNST & YOUNG LLP

New York, New York
December 2, 1996

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