DREYFUS GROWTH & VALUE FUNDS INC, N-30D, 1997-01-06

DREYFUS GROWTH & VALUE FUNDS INC
N-30D, 1997-01-06

Previous: SCHRODER ASIAN GROWTH FUND INC, N-30D, 1997-01-06

Next: SUMMIT PROPERTIES INC, 424B2, 1997-01-06

DREYFUS LARGE COMPANY GROWTH FUND
LETTER TO SHAREHOLDERS
Dear Shareholder:
We are pleased to report that the Dreyfus Large Company Growth Fund
provided a total return of 23.55% for the 12 months ended October 31, 1996.*
These results are comparable to the 24.08% total return for the Standard &
Poor's 500 Composite Stock Price Index** during a year in which broader-based
high capitalization indices led the rising bull market, generally
outperforming smaller-capitalization based stock indices.
The Dreyfus Large Company Growth Fund focuses on stocks with a market
capitalization over $900 million. The Fund's basic investment philosophy - to
emphasize strong future earnings and revenue growth, focusing on the next
twelve to eighteen months - evolves from the strong historical stock market
relationship between a company's year-over-year relative performance and the
company's relative stock price performance. The portfolio construction
process tends toward a bottom-up, stock-selective style favoring companies in
high-growth businesses which may include important new product and business
opportunities. The overall portfolio structure usually has a heavy
sector-specific emphasis and large stock positions in what we regard as the
most attractive ideas. The twenty-five largest positions generally comprise
70% to 80% of the portfolio assets.
ECONOMIC REVIEW
The U.S. economy has enjoyed a good year thus far. First, the tightening
labor market has failed to pressure price inflation higher. Second, economic
growth has slowed since midyear from the torrid pace of the first half.
Third, corporate profits are holding up quite well, albeit growing more
slowly than last year. These have vindicated Federal Reserve Board inaction,
keeping market interest rates stable. Although the economy has simmered down,
it is nevertheless operating with very little slack.
The Federal Reserve twice thwarted market expectations for tightening
this year, taking the view instead that steady growth won't so easily foster
inflation in this cycle. Indeed, the unemployment rate has plunged towards 5%
this year and wage growth has outpaced price inflation for the first time
since 1989. Yet there is little evidence of accelerating price inflation to
date. Even higher oil prices have failed to lift prices elsewhere. This is
very different from 1994 when the Fed preemptively hiked interest rates to
stem a future price inflation that subsequently did not materialize.
After rising 3.3% in the first half of this year, real GDP growth slowed
to a near-trend 2.2% in the third quarter. Early evidence for the fourth
quarter indicates sustained near-trend growth. In particular, consumer
spending has been lackluster since midyear, despite solid income growth and
high confidence levels. And new highs in home sales have not been matched by
new records in homebuilding. Spending on capital goods has rebounded,
however, while incoming strong export orders indicate better growth ahead for
this sector. Capital goods and exports typically dominate the business
cycle's late phase. Corporate profit growth, albeit slower than in 1995,
continues to surprise on the upside.
Interest rates this fall are not much different than in the spring.
Short-term rates have especially stabilized in recent months based on the
view that Fed tightening is unlikely this year. Long-term rates have recently
fallen. Should the economy show signs of reaccelerating, we believe long-term
rates would likely rise.
As the U.S. economy moves into the late-cycle phase it is, as usual, out
of sync with most business cycles overseas which are at a much earlier stage.
This portends faster world growth in 1997. How well the U.S. economy can
participate in an accelerating growth world economy without igniting
inflation remains to be seen.

MARKET OVERVIEW
The stock market in the last twelve months shrugged off a variety of
potentially negative factors to barrel its way to new heights.
In late 1995 and early 1996 economic activity appeared to slow down,
enough to prompt the Federal Reserve to lower interest rates in January of
this year. By springtime, when the Fed had apparently suspended its
anti-inflationary measures, investors began to worry about signs of strength
exhibited by the economy. Though the Fed took no action to raise interest
rates, investor worries about that possibility restrained an ebullient stock
market.
By July, fears of higher interest rates, plus concerns that some stock
prices - technology issues in particular - might have gone too far, too fast,
caused a temporary retreat in equity prices.
As fall approached, however, the underlying factors of a strong economy,
low inflation, and investor optimism took hold again and propelled stock
prices to new highs.
Chief beneficiaries were the large capitalization stocks. It took a while
for technology stocks and small caps to recover the ground lost in the early
summer. However, the trend across the board was clearly bullish.
As the fiscal year closed, there were some negative factors on the
horizon. Corporate profits may have passed their peak. Consumer demand seemed
to be slowing in some sectors. There were also hints that employment costs,
which have been quite stable for a long time, might face upward pressures.
The market, however, seemed to soar above these factors. The prospect
(since become a fact) of a split government in Washington, with Republicans
controlling Congress and Democrats in the White House, was seen as favorable
for stock prices. Moreover, the specter of renewed inflation remained just
that - nothing more than a specter. Furthermore, individual investors
continued to pour money into equity mutual funds - not at constantly
increasing rates, to be sure, but still at a pace that gave strong impetus
for higher stock prices.
THE PORTFOLIO FOCUS
The portfolio's heaviest overweighting is in technology, which has been a
leading performance sector during market rallies over the last year, thus
contributing positively to the Fund's performance. Additional sector emphasis
included health care and consumer growth stocks, where some of the holdings
selectively contributed to good performance. Energy, finance and utilities
were the most underweight sectors. This slightly penalized the Fund, as
finance and energy stocks were strong performers over the last year. The Fund
remained nearly fully invested during most of the year. With our expectations
for moderate economic growth and stable interest rates, the Fund continues to
hold only a very small cash position.
The portfolio structure continues to emphasize the same sector focus as
during most of 1996. The twelve largest positions represent 50% of the Fund's
assets and reflect high 1997 earnings growth expectations in technology
(Intel, Checkfree, Citrix Systems, Cisco Systems), pharmaceuticals (Teva
Pharmaceutical Industries, A.D.R., Biogen), restructuring industrial
corporations (Crompton & Knowles, Sunbeam, Raychem, Monsanto) and niche
growth opportunities (Sun International Hotels, Corrections Corporation of
America). These holdings are representative of the typical core companies
with strong 1997 and 1998 earnings growth prospects that we have selected to
contribute to rewarding Fund performance over the next year.

Please be assured that the confidence you have shown in Dreyfus Large
Company Growth Fund is very much appreciated. We are devoting our energies to
bringing you another year of rewarding returns on your investment.
Sincerely,
[Michael L. Schonberg signature logo]
Michael L. Schonberg
Portfolio Manager
November 12, 1996
New York, N.Y.

* Total return includes reinvestment of dividends and any capital gains
paid.
**SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions. The
Standard & Poor's 500 Composite Stock Price Index is a widely accepted
unmanaged index of U.S. stock market performance.

DREYFUS LARGE COMPANY GROWTH FUND OCTOBER 31, 1996
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS LARGE COMPANY
GROWTH FUND AND
THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX
[Exhibit A:
Dollars
$16,250
Standard & Poor's 500
Composite Stock Price
Index*
$14,871
Dreyfus Large Company
Growth Fund
*Source: Lipper Analytical Services, Inc.]
Average Annual Total Returns
One Year Ended From Inception (12/29/93)
October 31, 1996 to October 31, 1996
___________ _____________
23.55% 14.99%
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in Dreyfus Large Company
Growth Fund on 12/29/93 (Inception Date) to a $10,000 investment made in the
Standard & Poor's 500 Composite Stock Price Index on that date. For
comparative purposes, the value of the Index on 12/31/93 is used as the
beginning value on 12/29/93. All dividends and capital gain distributions are
reinvested.
The Fund's performance shown in the line graph takes into account all
applicable fees and expenses. The Standard & Poor's 500 Composite Stock Price
Index is a widely accepted, unmanaged index of overall stock market
performance, which does not take into account charges, fees and other
expenses. Further information relating to Fund performance, including expense
reimbursements, if applicable, is contained in the Financial Highlights
section of the Prospectus and elsewhere in this report.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF INVESTMENTS OCTOBER 31, 1996
Common Stocks-97.4% Shares Value
______ ______
<S> <C> <C> <C>
Commercial Services-3.7% Corrections Corporation of America (a) 13,000 $ 338,000
______
Consumer Durables-4.6% Sunbeam.............................. 17,000 418,625
______
Consumer Non-Durables-7.8% Coca-Cola............................ 4,400 222,200
Tommy Hilfiger....................... (a) 6,500 338,000
Warnaco Group, Cl. A................. 6,000 149,250
______
709,450
______
Consumer Services-10.6% Checkfree............................ (a) 21,000 383,250
Sabre Group Holdings................. 5,700 173,850
Sun International Hotels............. (a) 8,500 401,625
______
958,725
______
Electronic Technology-18.4% Cascade Communications............... (a) 4,000 290,500
Cisco Systems........................ (a) 6,000 371,250
Gulfstream Aerospace................. 8,500 200,813
Hewlett-Packard...................... 4,400 194,150
Intel................................ 4,000 439,500
Storage Technology................... (a) 4,000 170,500
______
1,666,713
______
Energy Minerals-1.1% Murphy Oil............................ 2,000 98,750
______
Finance-5.7% American International Group.......... 1,000 108,625
American States Financial.............. 4,000 94,500
Associates First Capital, Cl. A........ 5,000 216,875
Green Tree Financial................... 2,500 99,062
______
519,062
______
Health Services-2.0% HBO & Co.............. 3,000 180,375
______
Health Technology-17.5% Amgen........... (a) 2,400 147,150
Biogen................................ (a) 5,000 372,500
Guidant................................ 6,600 304,425
Interneuron Pharmaceuticals.......... (a) 14,000 346,500
Teva Pharmaceutical Industries, A.D.R.. 10,000 418,750
______
1,589,325
______
Process Industries-9.1% Crompton & Knowles... 26,000 468,000
Monsanto............................... 9,000 356,625
______
824,625
______
Producer Manufacturing-6.2% General Electric 1,800 174,150
Raychem................................ 5,000 390,625
______
564,775
______
Technology Services-8.2% Citrix Systems...... 8,000 442,000
Microsoft............................ (a) 2,200 301,950
______
743,950
______

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
Common Stocks (continued) Shares Value
______ ______

Utilities-2.5% NorAm Energy.................. 15,000 $ 230,625
______
TOTAL COMMON STOCKS
(cost $7,037,172).................... $8,843,000
======
Principal
Short-Term Investments-.8% Amount
______
U.S. Treasury Bills; 4.97%, 1/16/1997
(cost $69,266)....................... $ 70,000 $ 69,261
======
TOTAL INVESTMENTS (cost $7,106,438)......................................... 98.2% $8,912,261
==== ======
CASH AND RECEIVABLES (NET).................................................. 1.8% $ 160,311
==== ======
NET ASSETS.................................................................. 100.0% $9,072,572
==== ======

Notes to Statement of Investments:
(a) Non-income producing.

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1996
Cost Value
______ ______
ASSETS: Investments in securities-See Statement of Investments $7,106,438 $8,912,261
Cash....................................... 145,597
Receivable from subscriptions to Common Stock 12,500
Dividends and interest receivable.......... 2,044
Prepaid expenses........................... 21,580
______
9,093,982
______
LIABILITIES: Due to The Dreyfus Corporation and affiliates 5,077
Due to Distributor......................... 1,906
Accrued expenses........................... 14,427
______
21,410
______
NET ASSETS.................................................................. $9,072,572
======
REPRESENTED BY: Paid-in capital............................ $6,593,644
Accumulated net realized gain (loss) on investments 673,105
Accumulated net unrealized appreciation (depreciation)
on investments-Note 4 1,805,823
______
NET ASSETS ................................................................. $9,072,572
======
SHARES OUTSTANDING
(100 MILLION SHARES OF $ .001 PAR VALUE COMMON STOCK AUTHORIZED)............ 498,017
NET ASSET VALUE, offering and redemption price per share ................... $18.22
======

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1996
INVESTMENT INCOME
INCOME: Cash dividends
(net of $1,236 foreign taxes withheld at source) $ 43,890
Interest................................... 8,649
_____
Total Income......................... $ 52,539
EXPENSES: Management fee-Note 3(a)................... 56,224
Shareholder servicing costs-Note 3(b)...... 23,802
Prospectus and shareholders' reports....... 9,335
Registration fees.......................... 7,974
Legal fees................................. 7,890
Organization expenses...................... 5,784
Directors' fees and expenses-Note 3(c)..... 2,603
Custodian fees............................. 2,570
Audit fees................................. 1,441
Miscellaneous.............................. 710
_____
Total Expenses....................... 118,333
Less-reduction in management fee due to
undertaking-Note 3(a).................. (23,942)
_____
Net Expenses......................... 94,391
______
INVESTMENT (LOSS)-NET....................................................... (41,852)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments.... $733,358
Net unrealized appreciation (depreciation) on investments 807,517
_____
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS...................... 1,540,875
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $1,499,023
======

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS LARGE COMPANY GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
October 31, 1996 October 31, 1995
_________ _________
OPERATIONS:
Investment income (loss)-net.............................................. $ (41,852) $ 29,986
Net realized gain (loss) on investments................................... 733,358 57,631
Net unrealized appreciation (depreciation) on investments................. 807,517 729,269
______ ______
Net Increase (Decrease) in Net Assets Resulting from Operations....... 1,499,023 816,886
______ ______
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net..................................................... (19,280) (85,068)
______ ______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................. 1,970,510 93,703
Dividends reinvested...................................................... 19,280 85,068
Cost of shares redeemed................................................... (584,373) (4,133)
______ ______
Increase (Decrease) in Net Assets from Capital Stock Transactions..... 1,405,417 174,638
______ ______
Total Increase (Decrease) in Net Assets............................. 2,885,160 906,456
NET ASSETS:
Beginning of Period....................................................... 6,187,412 5,280,956
______ ______
End of Period............................................................. $9,072,572 $6,187,412
====== ======
UNDISTRIBUTED INVESTMENT INCOME-NET......................................... __ $ 13,834
______
Shares Shares
______ ______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................... 114,424 6,814
Shares issued for dividends reinvested.................................... 1,246 6,990
Shares redeemed........................................................... (35,949) (331)
______ ______
Net Increase (Decrease) in Shares Outstanding......................... 79,721 13,473
====== ======

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.

Year Ended October 31,
________________________________
PER SHARE DATA: 1996 1995 1994(1)
___ ___ ___
Net asset value, beginning of period.................................. $14.79 $13.05 $12.50
___ ___ ___
Investment Operations:
Investment income (loss)-net.......................................... (.08) .07 .17
Net realized and unrealized gain (loss)
on investments...................................................... 3.56 1.88 .38
___ ___ ___
Total from Investment Operations...................................... 3.48 1.95 .55
___ ___ ___
Distributions:
Dividends from investment income-net.................................. (.05) (.21) --
___ ___ ___
Net asset value, end of period........................................ $18.22 $14.79 $13.05
=== === ===
TOTAL INVESTMENT RETURN................................................... 23.55% 15.29% 4.40% (2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................... 1.26% .85% --
Ratio of net investment income (loss)
to average net assets............................................... (.56%) .54% 1.37% (2)
Decrease reflected in above expense ratios
due to undertakings by the Manager.................................. .32% 1.69% 1.97% (2)
Portfolio Turnover Rate............................................... 153.78% 86.59% 12.08% (2)
Average commission rate paid (3)...................................... $.0521 -- --
Net Assets, end of period (000's Omitted)............................. $9,073 $6,187 $5,281
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
(3) For fiscal years beginning 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
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 October 31, 1996, MBIC Investment Corp., an indirect subsidiary of
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 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.
(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.
At year end, the Fund reclassified $47,298 from accumulated investment
loss-net to paid-in capital and net assets were not affected by the change.
(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 may borrow up to $2 million for leveraging purposes under a
short-term unsecured line of credit and participates with other
Dreyfus-managed funds in a $100 million unsecured line of credit primarily to
be utilized for
DREYFUS LARGE COMPANY GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 October
31, 1996, the Fund did not borrow under the lines 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 undertaken from
November 1, 1995 through October 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 $23,942 during the period ended October 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) 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 period ended October 31, 1996, the Fund was charged an
aggregate of $18,741 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 $853 during the period ended
October 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 ended
October 31, 1996, $1,204 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 October 31, 1996, the
Fund incurred total brokerage commissions of $29,762, of which $2,835 was
paid to Dreyfus Investment Services Corporation, a subsidiary of Mellon.

DREYFUS LARGE COMPANY GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4-SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the period ended October 31, 1996,
amounted to $12,577,907 and $11,316,275, respectively.
At October 31, 1996, accumulated net unrealized appreciation on
investments was $1,805,823, consisting of $1,966,027 gross unrealized
appreciation and $160,204 gross unrealized depreciation.
At October 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 LARGE COMPANY GROWTH FUND
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,
one of the Series constituting Dreyfus Growth and Value Funds, Inc., as of
October 31, 1996, 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 verification by
examination of securities held by the custodian as of October 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 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, 1996, 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 5, 1996
IMPORTANT TAX INFORMATION (UNAUDITED)
In accordance with Federal tax law, the Fund designates 91.77% of the
ordinary dividends paid during the fiscal year ended October 31, 1996 as
qualifying for the corporate dividends received deduction.

DREYFUS LARGE COMPANY GROWTH FUND
PROXY RESULTS (UNAUDITED)
A special meeting of stockholders of the Fund was held on July 26, 1996,
at which shareholders approved the election of the following Board members:
Joseph S. DiMartino, by a vote of 8,524,929 shares in favor of and 83,716
shares withholding authority to vote; John M. Fraser, Jr., by a vote of
8,524,673 shares in favor of and 83,973 shares withholding authority to vote;
Ehud Houminer, by a vote of 8,521,734 shares in favor of and 86,912 shares
withholding authority to vote; David J. Mahoney, by a vote of 8,529,545
shares in favor of and 79,100 shares withholding authority to vote; Gloria
Messinger, by a vote of 8,526,916 shares in favor of and 81,729 shares
withholding authority to vote; David P. Feldman, by a vote of 8,529,038
shares in favor of and 79,608 shares withholding authority to vote, Jack R.
Meyer, by a vote of 8,531,982 shares in favor of and 76,663 shares
withholding authority to vote; John Szarkowski, by a vote of 8,524,759 shares
in favor of and 83,887 shares withholding authority to vote; and Anne Wexler,
by a vote of 8,525,776 shares in favor of and 82,869 shares withholding
authority to vote. The shareholders also ratified the selection of Ernst &
Young LLP as independent auditors by a vote of 8,467,635 shares in favor of
and 28,562 shares against the selection, with 112,449 shares abstaining.

[Dreyfus lion "d" logo]
DREYFUS LARGE COMPANY GROWTH FUND
200 Park Avenue
New York, NY 10166
MANAGER
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
CUSTODIAN
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, RI 02940

Printed in U.S.A. 250AR9610
[Dreyfus logo]
Large Company
Growth Fund
Annual Report
October 31, 1996

DREYFUS LARGE COMPANY VALUE FUND
LETTER TO SHAREHOLDERS
Dear Shareholder:
It is a pleasure once again to have the opportunity to correspond with
you regarding the Dreyfus Large Company Value Fund. This report covers the
annual reporting period ended October 31, 1996, during which the Fund's total
return was 34.35%.* This compares with a total return of 24.08% for the
Standard & Poor's 500 Composite Stock Price Index for the same period.**
Despite a difficult market for value stocks, the Fund's performance was
superior to the overall stock market. We attribute this success primarily to
the rally in large cap stocks and our success in picking individual stocks.
Economic Review
The U.S. economy has enjoyed a good year thus far. First, the tightening
labor market has failed to pressure price inflation higher. Second, economic
growth has slowed since midyear from the torrid pace of the first half.
Third, corporate profits are holding up quite well, albeit growing more
slowly than last year. These have vindicated Federal Reserve Board inaction,
keeping market interest rates stable. Although the economy has simmered down,
it is nevertheless operating with very little slack.
The Federal Reserve twice thwarted market expectations for tightening
this year, taking the view instead that steady growth won't so easily foster
inflation in this cycle. Indeed, the unemployment rate has plunged towards 5%
this year and wage growth has outpaced price inflation for the first time
since 1989. Yet there is little evidence of accelerating price inflation to
date. Even higher oil prices have failed to lift prices elsewhere. This is
very different from 1994 when the Fed preemptively hiked interest rates to
stem a future price inflation that subsequently did not materialize.
After rising 3.3% in the first half of this year, real GDP growth slowed
to a near-trend 2.2% in the third quarter. Early evidence for the fourth
quarter indicates sustained near-trend growth. In particular, consumer
spending has been lackluster since midyear, despite solid income growth and
high confidence levels. And new highs in home sales have not been matched by
new records in homebuilding. Spending on capital goods has rebounded,
however, while incoming strong export orders indicate better growth ahead for
this sector. Capital goods and exports typically dominate the business
cycle's late phase. Corporate profit growth, albeit slower than in 1995,
continues to surprise on the upside.
Interest rates this fall are not much different than in the spring.
Short-term rates have especially stabilized in recent months based on the
view that Fed tightening is unlikely this year. Long-term rates have recently
fallen. Should the economy show signs of reaccelerating, we believe long-term
rates would likely rise.
As the U.S. economy moves into the late-cycle phase it is, as usual, out
of sync with most business cycles overseas which are at a much earlier stage.
This portends faster world growth in 1997. How well the U.S. economy can
participate in an accelerating growth world economy without igniting
inflation remains to be seen.
Market Overview
The stock market in the last twelve months shrugged off a variety of
potentially negative factors to barrel its way to new heights.
In late 1995 and early 1996 economic activity appeared to slow down,
enough to prompt the Federal Reserve to lower interest rates in January of
this year. By springtime, when the Fed had apparently suspended its
anti-inflationary measures, investors began to worry about signs of strength
exhibited by the economy. Though the Fed took no action to raise interest
rates, investor worries about that possibility restrained an ebullient stock
market.
By July, fears of higher interest rates, plus concerns that some stock
prices - technology issues in particular - might have gone too far, too fast,
caused a temporary retreat in equity prices.

As fall approached, however, the underlying factors of a strong economy,
low inflation, and investor optimism took hold again and propelled stock
prices to new highs.
Chief beneficiaries were the large capitalization stocks. It took a while
for technology stocks and small caps to recover the ground lost in the early
summer. However, the trend across the board was clearly bullish.
As the fiscal year closed, there were some negative factors on the
horizon. Corporate profits may have passed their peak. Consumer demand seemed
to be slowing in some sectors. There were also hints that employment costs,
which have been quite stable for a long time, might face upward pressures.
The market, however, seemed to soar above these factors. The prospect
(since become a fact) of a split government in Washington, with Republicans
controlling Congress and Democrats in the White House, was seen as favorable
for stock prices. Moreover, the specter of renewed inflation remained just
that - nothing more than a specter. Furthermore, individual investors
continued to pour money into equity mutual funds - not at constantly
increasing rates, to be sure, but still at a pace that gave strong impetus
for higher stock prices.
Fundamental Analysis
I am a practitioner of, and passionate believer in, fundamental security
analysis. This method of determining the value of a security involves our
analysts and me communicating directly with the management of companies in
which the Fund is invested or may invest. Not only do we interview management
by telephone on a regular basis, but we also periodically visit corporate
headquarters, divisional headquarters, factories and distribution outlets. We
meet with senior management and talk with all levels of employees, as well as
customers and competitors. It is through the mosaic of information collected
in these meetings that investment decisions begin to be made.
As a "value" investor, I am particularly attuned to companies with
relatively low price to book or price to earnings ratios, or a relatively
high dividend yield. In addition, I am alert to companies with the potential
for corporate restructuring or a positive change in operations, management or
perception. My investment approach tends to be "bottom-up." In other words, I
simply try to find stocks which I believe will appreciate in value more than
the average stock. Industry allocation generally tracks the S&P 500 Composite
Stock Price Index. Additionally, I do not try to "market time" and generally
remain fully invested.
This process is a massive undertaking for us, especially given the
thousands of securities which are available to us for investment on a
worldwide basis. It can only be accomplished with an experienced and
dedicated team of security analysts. Dreyfus employs 35 individuals who
specialize in this analytical work, one of the largest efforts of any mutual
fund firm. Our analysts are strictly dedicated to finding the best
investments for our client, the Dreyfus mutual fund shareholder. Their work
is proprietary: it is only distributed internally to our portfolio managers,
and forms the basis for security selection in our mutual funds.
Much like the complete and thorough mixture of information that we build,
our analysts form a diverse mix of individuals. Some are specialists in
certain types of securities, while others are industry specialists who
concentrate on securities within a particular sector of the economy. Most
have actual industry experience in their particular field of specialization
prior to joining Dreyfus. For example, our three-person health care team
includes a retired physician, a former medical researcher for the U.S. Army,
and a former health care lobbyist to Congress. Some of our analysts are
relatively young and some are veterans, providing a wonderful blend of energy
and experience. All of this diversity is beneficial to the investment
process. Investments are best made by thinking somewhat differently from
everyone else who is making similar investments. Ideally, one tries to make
investment choices a bit sooner than other investors make these same choices.
The reason, of course, is that through an increase in demand for ownership of
a security, the price of that security increases.

Portfolio Focus
As stated above, I primarily focus on picking value stocks. For your
Fund, I look for securities with a market capitalization greater than $900
million. During the past fiscal year, the Fund's biggest winners included
Fila, Guidant, Sandoz, A.G., Red Lion Hotels, Jones Apparel, Intel,
Warner-Lambert and NorAm Energy. Performance results were penalized by
holdings including Sensormatic Electronics, Grand Casinos and AT&T. These
underperforming securities have been sold so that small problems would not
become big problems.
Thank you for your trust and the privilege of managing your assets. The
Dreyfus organization continues to work diligently on your behalf.
Sincerely,

[Timothy M. Ghriskey signature logo]

Timothy M. Ghriskey
Portfolio Manager
November 12, 1996
New York, N.Y.

DREYFUS LARGE COMPANY VALUE FUND OCTOBER 31, 1996
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS LARGE COMPANY
VALUE FUND AND
THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX
[Exhibit A:
Dollars
$17,068
Dreyfus Large Company
Value Fund
$16,250
Standard & Poor's 500
Composite Stock Price
Index*
*Lipper Analytical Services, Inc.]
Average Annual Total Returns
One Year Ended From Inception (12/29/93)
October 31, 1996 to October 31, 1996
__________ _____________
34.35% 20.71%
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in Dreyfus Large Company
Value Fund on 12/29/93 (Inception Date) to a $10,000 investment made in the
Standard & Poor's 500 Composite Stock Price Index on that date. For
comparative purposes, the value of the Index on 12/31/93 is used as the
beginning value on 12/29/93. All dividends and capital gain distributions are
reinvested.
The Fund's performance shown in the line graph takes into account all
applicable fees and expenses. The Standard & Poor's 500 Composite Stock Price
Index is a widely accepted, unmanaged index of overall stock market
performance, which does not take into account charges, fees and other
expenses. Further information relating to Fund performance, including expense
reimbursements, if applicable, is contained in the Financial Highlights
section of the Prospectus and elsewhere in this report.
<TABLE>
<CAPTION>

DREYFUS LARGE COMPANY VALUE FUND
STATEMENT OF INVESTMENTS OCTOBER 31, 1996
Common Stocks-96.7% Shares Value
______ ______
<S> <C> <C> <C>
Commercial Services-1.1% Ogden............... 21,500 $ 389,687
______
Consumer Durables-3.1% Newell................ 17,100 485,212
Shaw Industries........................ 48,100 565,175
______
1,050,387
______
Consumer Non-Durables-11.3% First Brands..... 19,900 564,662
Fruit of The Loom, Cl. A............. (a) 15,800 574,725
Kimberly-Clark......................... 6,100 568,825
Philip Morris Cos...................... 5,600 518,700
Reebok International................... 15,000 536,250
UST......................................... 19,000 548,625
Warnaco Group, Cl. A................... 21,800 542,275
______
3,854,062
______
Consumer Services-4.6% Carnival, Cl. A....... 16,300 491,037
La Quinta Inns......................... 27,200 544,000
Sabre Group Holdings................... 17,000 518,500
______
1,553,537
______
Electronic Technology-13.8% Cabletron Systems (a) 8,600 536,425
Digital Equipment.................... (a) 17,600 519,200
International Business Machines........ 4,000 516,000
Lockheed Martin........................ 6,000 537,750
McDonnell Douglas...................... 10,400 566,800
Micron Technology...................... 18,000 456,750
Perkin-Elmer........................... 10,200 546,975
Storage Technology................... (a) 12,200 520,025
United Technologies.................... 4,100 527,875
______
4,727,800
______
Energy Minerals-8.9% Amerada Hess............ 9,500 526,063
Amoco.... 5,700 431,775
Coastal......................... 13,000 559,000
Phillips Petroleum..................... 12,200 500,200
Tosco 9,300 521,963
Unocal............................. 13,800 505,425
______
3,044,426
______
Finance-13.0% Bank United, Cl. A............. (a) 21,000 559,125
Berkley (W.R.)......................... 10,800 561,600
First Security......................... 18,200 534,625
Fleet Financial Group.................. 11,500 573,563
NationsBank............................ 6,000 565,500
PMI Group.............................. 10,000 571,250
Signet Banking......................... 18,800 542,850
Simon DeBartolo Group.................. 19,700 519,588
______
4,428,101
______

DREYFUS LARGE COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
Common Stocks (continued) Shares Value
______ ______

Health Services-1.7% Allegiance.............. (a) 30,380 $ 569,625
______
Health Technology-9.3% Bard (C.R.)........... 12,200 344,650
Baxter International................... 10,400 432,900
Bristol-Myers Squibb................... 5,600 592,200
DePuy 12,500 218,750
Glaxo Wellcome PLC, A.D.R.............. 18,000 567,000
Mallinckrodt Group..................... 11,700 508,950
Sandoz AG.............................. 437 503,317
______
3,167,767
______
Industrial Services-1.8% Cooper Cameron...... (a) 9,800 625,975
______
Non-Energy Minerals-2.6% Cemex, S.A. de C.V., Cl. B 141,300 514,786
Southern Peru Copper................... 26,800 371,850
______
886,636
______
Process Industries-6.8% Hoechst AG........... 14,700 551,492
National Service Industries............ 7,100 244,950
Premark International.................. 23,700 494,738
Westinghouse Electric.................. 29,900 512,038
Witco 17,300 536,300
______
2,339,518
______
Producer Manufacturing-5.6% General Signal... 13,700 558,275
Olin 6,600 280,500
Raychem................................ 7,200 562,500
Xerox 11,000 510,125
______
1,911,400
______
Retail Trade-3.2% Abercrombie & Fitch, Cl. A (a) 24,000 528,000
Dayton Hudson.......................... 16,500 571,312
______
1,099,312
______
Technology Services-.5% Ingram Micro, Cl. A.. 10,000 180,000
______
Transportation-1.2% Illinois Central......... 12,800 414,400
______
Utilities-8.2% British Telecommunications PLC, A.D.R 10,300 593,538
Century Telephone Enterprises.......... 17,100 549,338
Hong Kong Telecommunications, A.D.R.... 32,100 565,762
NorAm Energy........................... 37,000 568,875
Tenaga Nasional Berhad................. 135,000 539,679
______
2,817,192
______
TOTAL COMMON STOCKS
(cost $31,187,072)................... $33,059,825
======

DREYFUS LARGE COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
Principal
Short-Term Investments-5.8% Amount Value
______ ______

U.S. Treasury Bills: 5.16%, 11/29/1996....... $ 61,000 $ 60,770
4.84%, 12/12/1996...................... 351,000 348,999
4.96%, 1/16/1997....................... 1,000,000 989,440
4.99%, 1/23/1997....................... 501,000 495,224
5.01%, 1/30/1997....................... 101,000 99,733
______
TOTAL SHORT-TERM INVESTMENTS
(cost $1,994,313).................... $ 1,994,166
======
TOTAL INVESTMENTS (cost $33,181,385). 102.5% $35,053,991
==== ======
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (2.5%) $ (867,207)
==== ======
NET ASSETS........................... 100.0% $34,186,784
==== ======
Notes to Statement of Investments:
(a) Non-income producing.

See notes to financial statements.

DREYFUS LARGE COMPANY VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1996
Cost Value
_________ _________
ASSETS: Investments in securities-See Statement of Investments $33,181,385 $35,053,991
Cash....................................... 328,853
Receivable for investment securities sold.. 572,046
Receivable from subscriptions to Common Stock 93,478
Dividends and interest receivable.......... 25,212
Prepaid expenses........................... 19,562
______
36,093,142
______
LIABILITIES: Due to The Dreyfus Corporation and affiliates 28,568
Due to Distributor......................... 309
Payable for investment securities purchased 1,825,487
Payable for Common Stock redeemed.......... 6,157
Accrued expenses........................... 45,837
______
1,906,358
______
NET ASSETS.................................................................. $34,186,784
======
REPRESENTED BY: Paid-in capital............................ $29,814,968
Accumulated undistributed investment income-net 146,085
Accumulated net realized gain (loss) on investments
and foreign currency transactions 2,353,114
Accumulated net unrealized appreciation (depreciation)
on investments and foreign currency transactions 1,872,617
______
NET ASSETS.................................................................. $34,186,784
======
SHARES OUTSTANDING
(100 million shares of $ .001 par value Common Stock authorized)............ 1,893,775
NET ASSET VALUE, offering and redemption price per share.................... $18.05
====

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS LARGE COMPANY VALUE FUND
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1996
INVESTMENT INCOME
INCOME: Cash dividends
(net of $4,929 foreign taxes withheld at source) $ 346,446
Interest................................... 46,027
_____
Total Income......................... $ 392,473
EXPENSES: Management fee-Note 3(a)................... 134,679
Shareholder servicing costs-Note 3(b)...... 86,077
Registration fees.......................... 15,424
Legal fees................................. 12,300
Custodian fees............................. 8,686
Prospectus and shareholders' reports....... 8,598
Directors' fees and expenses-Note 3(c)..... 6,034
Audit fees................................. 3,176
Miscellaneous.............................. 6,817
_____
Total Expenses....................... 281,791
Less-reduction in management fee due to
undertaking-Note 3(a).................. (56,640)
_____
Net Expenses......................... 225,151
_____
INVESTMENT INCOME-NET....................................................... 167,322
_____
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments and
foreign currency transactions.......... $2,337,964
Net realized gain (loss) on
forward currency exchange contracts.... 16,567
_____
Net Realized Gain (Loss)............... 2,354,531
Net unrealized appreciation (depreciation) on investments
and foreign currency transactions...... 1,553,523
_____
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS...................... 3,908,054
_____
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $4,075,376
======

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS LARGE COMPANY VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
October 31, 1996 October 31, 1995
________ ________
OPERATIONS:
Investment income-net.................................................... $ 167,322 $ 94,447
Net realized gain (loss) on investments.................................. 2,354,531 924,046
Net unrealized appreciation (depreciation) on investments................ 1,553,523 318,810
_______ ______
Net Increase (Decrease) in Net Assets Resulting from Operations...... 4,075,376 1,337,303
_______ ______
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net.................................................... (91,396) (130,949)
Net realized gain on investments......................................... (870,438) --
_______ ______
Total Dividends...................................................... (961,834) (130,949)
_______ ______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................ 34,849,269 224,848
Dividends reinvested..................................................... 961,690 130,949
Cost of shares redeemed.................................................. (11,424,820) (43,446)
_______ ______
Increase (Decrease) in Net Assets from Capital Stock Transactions.... 24,386,139 312,351
_______ ______
Total Increase (Decrease) in Net Assets............................ 27,499,681 1,518,705
NET ASSETS:
Beginning of Period...................................................... 6,687,103 5,168,398
_______ ______
End of Period............................................................ $ 34,186,784 $ 6,687,103
======= ======
Undistributed investment income-net........................................ $ 146,085 $ 70,159
_______ ______
Shares Shares
_______ ______
CAPITAL SHARE TRANSACTIONS:
Shares sold.............................................................. 2,046,872 15,585
Shares issued for dividends reinvested................................... 65,600 11,116
Shares redeemed.......................................................... (651,191) (3,424)
_______ ______
Net Increase (Decrease) in Shares Outstanding........................ 1,461,281 23,277
======= ======

SEE NOTES TO FINANCIAL STATEMENTS.

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.

Year Ended October 31,
________________________________
PER SHARE DATA: 1996 1995 1994(1)
___ ___ ___
Net asset value, beginning of period.................................. $15.46 $12.63 $12.50
___ ___ ___
Investment Operations:
Investment income-net................................................. .12 .22 .26
Net realized and unrealized gain (loss)
on investments...................................................... 4.68 2.93 (.13)
___ ___ ___
Total from Investment Operations...................................... 4.80 3.15 .13
___ ___ ___
Distributions:
Dividends from investment income-net.................................. (.21) (.32) --
Dividends from net realized gain on investments....................... (2.00) -- --
___ ___ ___
Total Distributions................................................... (2.21) (.32) --
___ ___ ___
Net asset value, end of period........................................ $18.05 $15.46 $12.63
=== === ===
TOTAL INVESTMENT RETURN................................................... 34.35% 25.73% 1.04%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................... 1.25% .83% --
Ratio of net investment income
to average net assets............................................... .93% 1.64% 2.08%(2)
Decrease reflected in above expense ratios
due to undertakings by the Manager.................................. .32% 1.76% 2.01%(2)
Portfolio Turnover Rate............................................... 186.39% 143.61% 48.35%(2)
Average commission rate paid (3)...................................... $.0471 -- --
Net Assets, end of period (000's Omitted)............................. $34,187 $6,687 $5,168
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
(3) For fiscal years beginning 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 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 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.
As of October 31, 1996, MBIC Investment Corp., an indirect subsidiary of
Mellon Bank Corporation, held 255,750 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 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. 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
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 LARGE COMPANY 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 may borrow up to $2 million for leveraging purposes under a
short-term unsecured line of credit and participates with other
Dreyfus-managed funds in a $100 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 October 31, 1996, the Fund did not borrow under the lines 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 undertaken from
November 1, 1995 through October 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 $56,640 during the period ended October 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) 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 period ended October 31, 1996, the Fund was charged an
aggregate of $44,893 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 $11,608 during the period ended
October 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 ended
October 31, 1996, $3,965 was paid to Mellon pursuant to the custody
agreement.

DREYFUS LARGE COMPANY VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(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 October 31, 1996, the
Fund incurred total brokerage commissions of $113,117, of which $17,828 was
paid to Dreyfus Investment Services Corporation, a subsidiary of Mellon.
NOTE 4-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 October 31, 1996, amounted to $55,187,781 and
$32,712,556, 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 October 31, 1996, there were no open forward
currency exchange contracts.
(b) At October 31, 1996, accumulated net unrealized appreciation on
investments was $1,872,606, consisting of $2,532,381 gross unrealized
appreciation and $659,775 gross unrealized depreciation.
At October 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 LARGE COMPANY VALUE FUND
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,
one of the Series constituting Dreyfus Growth and Value Funds, Inc., as of
October 31, 1996, 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 verification by
examination of securities held by the custodian as of October 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 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, 1996, 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 5, 1996

DREYFUS LARGE COMPANY VALUE FUND
IMPORTANT TAX INFORMATION (UNAUDITED)
For Federal tax purposes the Fund hereby designates $1.19 per share as a
long-term capital gain distribution of the $2.21 per share paid on December
8, 1995.
The Fund also designates 25.87% of the ordinary dividends paid during the
fiscal year ended October 31, 1996 as qualifying for the corporate dividends
received deduction. Shareholders will receive notification in January 1997 of
the percentage applicable to the preparation of their 1996 income tax
returns.

DREYFUS LARGE COMPANY VALUE FUND
PROXY RESULTS (UNAUDITED)
A special meeting of stockholders of the Fund was held on July 26, 1996,
at which shareholders approved the election of the following Board members:
Joseph S. DiMartino, by a vote of 8,524,929 shares in favor of and 83,716
shares withholding authority to vote; John M. Fraser, Jr., by a vote of
8,524,673 shares in favor of and 83,973 shares withholding authority to vote;
Ehud Houminer, by a vote of 8,521,734 shares in favor of and 86,912 shares
withholding authority to vote; David J. Mahoney, by a vote of 8,529,545
shares in favor of and 79,100 shares withholding authority to vote; Gloria
Messinger, by a vote of 8,526,916 shares in favor of and 81,729 shares
withholding authority to vote; David P. Feldman, by a vote of 8,529,038
shares in favor of and 79,608 shares withholding authority to vote, Jack R.
Meyer, by a vote of 8,531,982 shares in favor of and 76,663 shares
withholding authority to vote; John Szarkowski, by a vote of 8,524,759 shares
in favor of and 83,887 shares withholding authority to vote; and Anne Wexler,
by a vote of 8,525,776 shares in favor of and 82,869 shares withholding
authority to vote. The shareholders also ratified the selection of Ernst &
Young LLP as independent auditors by a vote of 8,467,635 shares in favor of
and 28,562 shares against the selection, with 112,449 shares abstaining.

[Dreyfus lion "d" logo]
DREYFUS LARGE COMPANY VALUE FUND
200 Park Avenue
New York, NY 10166
MANAGER
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
CUSTODIAN
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, RI 02940

Printed in U.S.A. 251AR9610
[Dreyfus logo]
Large Company
Value Fund
Annual Report
October 31, 1996

Dreyfus SMALL COMPANY VALUE FUND
LETTER TO SHAREHOLDERS
Dear Shareholder:
We are pleased to report that Dreyfus Small Company Value Fund turned in
a very strong performance for the fiscal year ended October 31, 1996.
The total return of the Fund for the twelve-month period was 35.99%* as
compared with the Fund's benchmark index, the Russell 2000 Index, which had a
total return of 16.61%.**
ECONOMIC ENVIRONMENT
At this stage of an economic expansion conflicting economic data tends to
be the rule, rather than the exception. Inflation indices continue to be
subdued, commodities prices having moderated from levels seen earlier this
year. However, employment is high (unemployment low) suggesting that wage
pressures may show up in the data soon. And energy prices remain strong.
Consumer debt still hovers near historically high levels.
MARKET ENVIRONMENT
While 1995 represented a year of mixed volatility and a consistent, broad
upward bias in the stock market averages, 1996 has been marked by increased
volatility. Reversals and rotations among sectors have been dramatic. While
Fed policy has not turned restrictive, the rate environment has exhibited
increased volatility as well, rising early in the year and declining as we
write. The growth in corporate profits has slowed, with difficult comparisons
becoming much more common than in 1995. Still, individual companies turning
in solid results continue to be rewarded with handsome valuations, while
companies that disappoint see their share prices negatively impacted. The
momentum in the flow of funds into equity mutual funds has slowed somewhat
from the frenetic pace of late 1995 and early 1996. This slowdown in money
flows, and the correction (modest, by historical standards) experienced over
the summer prompted rotation from smaller capitalization stocks towards large
cap and blue chip investments. And, while large cap indices, such as the S&P
500 and the DJ Industrials, have advanced to new market highs, the small cap
Russell 2000 remains below its May highs.
Cyclical companies continue to operate near secular high operating
margins while economic commentators suggest that recessions have been
repealed. Financial companies are experiencing (and some seeking out) lower
credit quality in their pursuit of growth. Retailers continue to pursue
aggressive building plans despite an environment of too many stores (though
with healthier inventory levels than a year ago). The growth in semiconductor
and technology capacity in 1995 has given way to pricing pressures and
inventory adjustments during the summer. As we write, the inventory
adjustments seem to be working through the system and excessively high
inventories seem to be abating in the semiconductor industry. Economic growth
has boosted energy demand which, in turn, has improved the prospects for
energy producers and processors. We believe this has created the best
environment in a decade for oil service firms as exploration, both domestic
and abroad, is at its highest levels in years.
PORTFOLIO OVERVIEW
The Portfolio enjoyed the benefit of a strong energy market with large
gains in stocks that met our value criteria, such as Tuboscope Vetco
International, Marine Drilling and Hvide Marine. Consumer-related issues
purchased at "value" prices also benefited performance with an improvement in
the operations of Ann Taylor (women's apparel retailer) and Microage
(computer hardware distributor) and solid results at Neiman Marcus (high-end
retailing). Additionally, consumer products companies such as Alberto Culver,
US Industries and O'Sullivan were strong.

The technology sector provided a number of value opportunities on price
pullbacks this year, as positions in Quantum Corporation, Quickturn Design
Systems and VLSI Technology benefited portfolio performance. This continues
to be an area of focus for our research attention as valuations in selected
semiconductor and equipment stocks have become interesting.
While we are skeptical of the current benign interest rate environment,
we also continue to believe in the secular consolidation in the banking and
financial services industries, and we maintain our interests in a number of
savings and loans. These holdings include Bay View Capital, City National,
Glendale Federal and Flushing Financial.
In closing, we continue to be positive and cautious. We still find small
capitalization companies with earnings growth at valuations which are
compelling relative to similar large capitalization firms. Yet, we are
cautious with regard to the level of the overall stock market. Risks exist
with the prospects for interest rate volatility and increased inflation, or
the potential of a slowing economy. However, small companies can be found in
either environment which have solid value and the potential to grow, yet are
"undiscovered" by the investment community. So we remain optimistic that the
market will ultimately place appropriate valuations on these companies in
time.
We appreciate your investment in Dreyfus Small Company Value Fund. At
this season, we extend to you our best wishes for a healthy and prosperous
New Year.
Sincerely,
[David Diamond signature logo]

David Diamond
Portfolio Manager
November 22, 1996
New York, N.Y.

* Total return includes reinvestment of dividends and any capital gains
paid.
**SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions. Unlike
the Fund which may invest in various types of securities and engage in
different investment techniques, the Russell 2000 Index is a widely accepted
unmanaged index of small cap stock performance.

DREYFUS SMALL COMPANY VALUE FUND OCTOBER 31, 1996
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS SMALL COMPANY
VALUE FUND AND
THE RUSSELL 2000 INDEX

Dollars
$16,403
Dreyfus Small Company Value Fund
$13,749
Russell 2000 Index*
*Source: Lipper Analytical Services, Inc.
AVERAGE ANNUAL TOTAL RETURNS
ONE YEAR ENDED FROM INCEPTION (12/29/93)
OCTOBER 31, 1996 TO OCTOBER 31, 1996
________________ __________________________
35.99% 19.03%
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in Dreyfus Small Company
Value Fund on 12/29/93 (Inception Date) to a $10,000 investment made in the
Russell 2000 Index on that date. For comparative purposes, the value of the
Index on 12/31/93 is used as the beginning value on 12/29/93. All dividends
and capital gain distributions are reinvested.
The Fund's performance shown in the line graph takes into account all
applicable fees and expenses. The Russell 2000 Index is an unmanaged index
and is composed of the 2,000 smallest companies in the Russell 3000 Index.
The Russell 3000 Index is composed of 3,000 of the largest U.S. companies by
market capitalization. The Index does not take into account charges, fees and
other expenses. Further information relating to Fund performance, including
expense reimbursements, if applicable, is contained in the Financial
Highlights section of the Prospectus and elsewhere in this report.
<TABLE>
<CAPTION>

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS OCTOBER 31, 1996
Common Stocks-89.5% Shares Value
_________ _________
<S> <C> <C> <C>
BASIC INDUSTRIES-8.9% BWay.................................. (a) 5,000 $ 90,000
Calgon Carbon......................... 10,000 100,000
CalMat................................ 9,400 175,075
Cherry, Cl. B......................... (a) 10,000 102,500
Dexter................................ 4,100 127,100
Foamex International.................. (a) 14,000 218,750
Fuller (H.B.).......................... 2,300 96,025
General Chemical Group................. 5,000 95,000
Handy & Harman......................... 6,000 114,000
Kysor Industrial....................... 4,800 139,800
Titanium Metals........................ 4,025 123,769
Wausau Paper Mills..................... 6,200 119,350
___________
1,501,369
___________
CAPITAL GOODS-9.6% AFC Cable Systems...................... (a) 6,600 117,150
Aviation Sales......................... 3,500 68,250
Avondale Industries.................... (a) 7,800 127,725
BW/IP.................................. 4,800 64,800
Brown & Sharpe Manufacturing, Cl. A.... 12,400 148,800
Chart Industries....................... 11,500 184,000
Cubic.................................. 9,950 205,219
Daniel Industries...................... 7,000 90,125
Excel Industries....................... 9,000 136,125
Giddings & Lewis....................... 4,000 47,000
Global Industrial Technologies......... (a) 7,400 137,825
Gundle/SLT Environmental............... (a) 8,000 45,000
TransTechnology........................ 9,800 182,525
UNR Industries......................... 10,000 67,500
___________
1,622,044
___________
CONSUMER DURABLES-4.2% Arvin Industries...... 6,000 137,250
Chris-Craft Industries................. 2,650 104,344
Kaufman & Broad Home................... 12,200 146,400
O'Sullivan Industries Holdings....... (a) 15,000 174,375
Simpson Industries..................... 6,700 66,163
Standard Products...................... 3,400 82,450
___________
710,982
___________
CONSUMER NON-DURABLES-9.9% Alberto-Culver, Cl. A 5,000 198,750
Alberto-Culver, Cl. B.................. 400 18,300
Armor All Products..................... 5,200 87,100
Dominick's Supermarkets................ 1,000 19,875
Ekco Group............................. 12,000 40,500
Fieldcrest Cannon.................... (a) 7,500 106,875
Graphic Industries..................... 7,000 58,625
Guilford Mills......................... 4,500 106,875
MicroAge............................. (a) 13,000 260,000
Scotts, Cl. A........................ (a) 11,000 204,875
Team Rental Group.................... (a) 5,000 93,750

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

CONSUMER NON-DURABLES
(CONTINUED) U.S. Industries............ (a) 5,000 $ 135,000
Westpoint Stevens.................... (a) 4,500 119,812
Young Broadcasting, Cl. A............ (a) 7,800 222,300
___________
1,672,637
___________
CONSUMER SERVICES-14.4% 99 (Cents) Only Stores 3,000 44,250
Abercrombie & Fitch, Cl. A............. 500 11,000
AnnTaylor Stores..................... (a) 13,800 250,125
Brown Group............................ 8,800 181,500
Dravo....... (a) 6,000 85,500
Filene's Basement.................... (a) 23,000 97,750
International Family Entertainment, Cl. B (a) 7,000 125,125
Lazare Kaplan International.......... (a) 4,000 69,500
MemberWorks............................ 8,000 116,000
Metro Networks......................... 8,000 162,000
Meyer (Fred)......................... (a) 4,500 158,062
Morningstar Group.................... (a) 12,000 202,500
Nash Finch............................. 5,000 81,250
National Processing.................... 500 9,500
Neiman Marcus Group.................. (a) 6,000 195,750
Penney (J.C.).......................... 1,189 62,422
Pier 1 Imports......................... 3,500 49,000
SFX Broadcasting, Cl. A.............. (a) 3,000 129,000
Starter (a) 14,000 84,000
True North Communications.............. 8,600 204,250
Waban................................ (a) 4,000 104,500
__________
2,422,984
__________
ENERGY-6.5% Aquila Gas Pipeline......... 10,400 150,800
Houston Exploration.................... 10,700 183,237
Hvide Marine, Cl. A.................... 6,900 102,637
Marine Drilling...................... (a) 12,000 166,500
RPC... (a) 10,000 156,250
Santa Fe Energy Resources............ (a) 6,200 88,350
Stolt Comex Seaway, SA............... (a) 8,800 127,600
Tuboscope Vetco International........ (a) 8,100 123,525
__________
1,098,899
__________
FINANCIAL SERVICES-15.9% ALBANK Financial.... 4,700 130,425
Allmerica Property & Casualty Cos...... 7,200 198,900
Astoria Financial...................... 3,000 106,125
Bank United, Cl. A..................... 500 13,312
Bay View Capital....................... 6,500 256,750
Berkley (W.R.)......................... 2,000 104,000
Citizens............................... 6,000 120,750
City National.......................... 10,800 189,000
Community Bank System.................. 3,000 109,875

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

FINANCIAL SERVICES (CONTINUED) Downey Financial 4,045 $ 105,170
EVEREN Capital....................... (a) 7,100 140,225
FirstFed Financial................... (a) 5,600 123,200
First Palm Beach Bancorp............... 3,400 78,200
First Savings Bank of Washington Bancorp 3,000 51,000
Fleet Financial Group (warrants)..... (a) 224 3,444
Flushing Financial..................... 7,900 143,187
Glendale Federal Bank FSB............ (a) 11,000 202,125
Greater New York Savings Bank.......... 12,000 145,500
Guarantee Life Companies............... 6,100 118,950
Home Financial......................... 5,000 81,250
Klamath First Bancorp.................. 6,000 84,375
ML Bancorp............................. 5,000 69,688
PXRE... 1,300 32,175
Standard Financial..................... 2,400 42,750
Transnational Re, Cl. A................ 1,200 30,150
___________
2,680,526
___________
HEALTH CARE-2.2% Angelica..... 7,100 138,450
Block Drug, Cl. A...................... 1,030 46,286
Maxxim Medical....................... (a) 6,000 83,250
SpaceLabs Medical.................... (a) 5,000 101,250
___________
369,236
___________
TECHNOLOGY-15.4% ACT Manufacturing.......... (a) 6,400 129,600
ADFlex Solutions..................... (a) 15,700 137,375
Allen Group.......................... (a) 10,500 166,688
BancTec.............................. (a) 7,000 142,625
Caere... (a) 7,000 56,000
Data General......................... (a) 9,000 133,875
Egghead.............................. (a) 7,200 36,900
Exabyte.............................. (a) 16,400 217,300
Mentor Graphics...................... (a) 5,544 47,124
Metatec, Cl. A....................... (a) 7,000 50,750
Micrografx........................... (a) 8,500 49,938
Mylex... (a) 5,500 70,125
Quantum.............................. (a) 8,800 178,200
Quickturn Design Systems............. (a) 13,000 190,125
Sequent Computer Systems............. (a) 14,500 214,781
Summit Design.......................... 5,000 53,125
Symantec............................. (a) 22,000 239,250
USCS International..................... 500 9,000
VLSI Technology...................... (a) 14,000 241,500
Viewlogic Systems.................... (a) 14,700 138,731
Vtel.... (a) 8,900 87,888
___________
2,590,900
___________

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
COMMON STOCKS (CONTINUED) SHARES VALUE
______ ______

TRANSPORTATION-2.5% American Freightways..... (a) 16,000 $ 158,000
Arnold Industries...................... 7,200 114,300
Harper Group........................... 6,100 146,400
___________
418,700
___________
TOTAL COMMON STOCKS
(cost $14,605,592)................... $15,088,277
============
NON-CONVERTIBLE PREFERRED STOCKS-.2%

CONSUMER NON-DURABLES-.2% Alliance Gaming, Ser. B
(cost $18,540)....................... 251 $ 23,539
============
PRINCIPAL
SHORT-TERM INVESTMENTS-12.7% AMOUNT
_________
U.S. TREASURY BILLS: 4.90%, 11/7/1996...... $ 13,000 $ 12,990
4.99%, 11/21/1996.................... (b) 210,000 209,435
5.05%, 11/29/1996.................... (b) 532,000 529,994
4.95%, 12/5/1996....................... 18,000 17,915
4.86%, 12/12/1996...................... 10,000 9,943
4.96%, 1/16/1997....................... 402,000 397,755
4.99%, 1/23/1997....................... 182,000 179,902
5.01%, 1/30/1997....................... 790,000 780,094
___________
TOTAL SHORT-TERM INVESTMENTS
(cost $2,137,978).................... $ 2,138,028
=============
TOTAL INVESTMENTS (cost $16,762,110)........................................ 102.4% $17,249,844
======= =============
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (2.4%) $ (397,861)
======= =============
NET ASSETS.................................................................. 100.0% $16,851,983
======= =============

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 SMALL COMPANY VALUE FUND
STATEMENT OF SECURITIES SOLD SHORT OCTOBER 31, 1996
COMMON STOCKS SHARES VALUE
_____ _____
Amati Communications...................................................... 3,000 $ 51,750
Arctic Cat................................................................ 6,000 56,250
CNS....................................................................... 3,500 59,500
Champion Industries....................................................... 1,375 30,938
Electronics for Imaging................................................... 400 28,800
Friedman's................................................................ 6,000 98,250
Graco..................................................................... 4,000 91,500
Hadco..................................................................... 2,000 60,750
Multicare................................................................. 1,900 34,200
OEA....................................................................... 2,600 98,150
PHP Healthcare............................................................ 3,800 86,925
Presstek.................................................................. 700 52,850
Ross Stores............................................................... 2,600 107,900
________
TOTAL SECURITIES SOLD SHORT
(proceeds $796,483)..................................................... $857,763
=========

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1996
COST VALUE
___________ ___________
ASSETS: Investments in securities-See Statement of Investments $16,762,110 $17,249,844
Cash....................................... 306,054
Receivable from brokers for proceeds on
securities sold short...... 796,483
Receivable for investment securities sold.. 27,600
Receivable from subscriptions to Common Stock 13,150
Dividends and interest receivable.......... 5,599
Prepaid expenses........................... 18,873
_____________
18,417,603
_____________
LIABILITIES: Due to The Dreyfus Corporation and affiliates 3,676
Due to Distributor......................... 269
Securities sold short,at value
(proceeds $796,483)-see statement.... 857,763
Payable for investment securities purchased 673,018
Payable for Common Stock redeemed.......... 5,456
Accrued expenses........................... 25,438
_____________
1,565,620
_____________
NET ASSETS.................................................................. $16,851,983
==============
REPRESENTED BY: Paid-in capital............................ $13,971,992
Accumulated undistributed investment income-net 47,915
Accumulated net realized gain (loss) on investments,
securities sold short and foreign currency transactions 2,405,622
Accumulated net unrealized appreciation (depreciation)
on investments and securities sold short-Note 4(b) 426,454
_____________
NET ASSETS.................................................................. $16,851,983
==============
SHARES OUTSTANDING
(100 MILLION SHARES OF $.001 PAR VALUE COMMON STOCK AUTHORIZED)............. 954,066
NET ASSET VALUE, offering and redemption price per share.................... $17.66
=======

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1996
INVESTMENT INCOME
INCOME: Cash dividends
(net of $17 foreign taxes withheld at source) $ 114,194
Interest................................... 65,029
_________
TOTAL INCOME......................... $ 179,223
EXPENSES: Management fee-Note 3(a)................... 70,529
Shareholder servicing costs-Note 3(b)...... 29,500
Custodian fees............................. 10,999
Registration fees.......................... 9,162
Audit fees................................. 8,917
Prospectus and shareholders' reports....... 8,701
Legal fees................................. 8,591
Directors' fees and expenses-Note 3(c)..... 3,294
Dividends on securities sold short......... 1,753
Interest-Note 2............................ 190
Miscellaneous.............................. 7,380
_________
TOTAL EXPENSES....................... 159,016
Less-reduction in management fee due to
undertaking-Note 3(a).................. (38,175)
_________
NET EXPENSES......................... 120,841
__________
INVESTMENT INCOME-NET....................................................... 58,382
__________
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments:
Long transactions
(including foreign currency transactions) $2,462,238
Short sale transactions................ (40,592)
_________
NET REALIZED GAIN (LOSS)............... 2,421,646
Net unrealized appreciation (depreciation) on investments
and securities sold short............ 180,662
__________
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS...................... 2,602,308
__________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $2,660,690
==========

SEE NOTES TO FINANCIAL STATEMENTS.

DREYFUS SMALL COMPANY VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995
_________________ ________________
OPERATIONS:
Investment income-net.................................................... $ 58,382 $ 44,644
Net realized gain (loss) on investments.................................. 2,421,646 464,856
Net unrealized appreciation (depreciation) on investments................ 180,662 601,439
____________ __________
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...... 2,660,690 1,110,939
____________ __________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net.................................................... (41,125) (137,132)
Net realized gain on investments......................................... (461,510) (220,243)
____________ __________
TOTAL DIVIDENDS...................................................... (502,635) (357,375)
____________ __________
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold............................................ 12,451,803 343,498
Dividends reinvested..................................................... 502,014 357,374
Cost of shares redeemed.................................................. (4,663,841) (216,275)
____________ __________
INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.... 8,289,976 484,597
____________ __________
TOTAL INCREASE (DECREASE) IN NET ASSETS............................ 10,448,031 1,238,161
NET ASSETS:
Beginning of Period...................................................... 6,403,952 5,165,791
____________ __________
End of Period............................................................ $16,851,983 $ 6,403,952
============= =============
UNDISTRIBUTED INVESTMENT INCOME-NET........................................ $ 47,915 $ 30,658
____________ __________
CAPITAL SHARE TRANSACTIONS: SHARES SHARES
____________ __________
Shares sold.............................................................. 738,511 27,757
Shares issued for dividends reinvested................................... 35,629 31,966
Shares redeemed.......................................................... (277,463) (17,844)
____________ __________
NET INCREASE (DECREASE) IN SHARES OUTSTANDING........................ 496,677 41,879
============= =============

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.

YEAR ENDED OCTOBER 31,
__________________________________
PER SHARE DATA: 1996 1995 1994(1)
_____ _____ _____
Net asset value, beginning of period.................................. $14.00 $12.43 $12.50
_______ _______ _______
INVESTMENT OPERATIONS:
Investment income-net................................................. .07 .10 .30
Net realized and unrealized gain (loss)
on investments...................................................... 4.69 2.33 (.37)
_______ _______ _______
TOTAL FROM INVESTMENT OPERATIONS...................................... 4.76 2.43 (.07)
_______ _______ _______
DISTRIBUTIONS:
Dividends from investment income-net.................................. (.09) (.33) --
Dividends from net realized gain on investments....................... (1.01) (.53) --
_______ _______ _______
TOTAL DISTRIBUTIONS................................................... (1.10) (.86) --
_______ _______ _______
Net asset value, end of period........................................ $17.66 $14.00 $12.43
======== ====== ========
TOTAL INVESTMENT RETURN................................................... 35.99% 21.30% (.56%)(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets..................... 1.27% .84% --
Ratio of interest expense and dividends on securities sold short
to average net assets................................................. .02% .07% .01%(2)
Ratio of net investment income
to average net assets............................................... .62% .79% 2.39%(2)
Decrease reflected in above expense ratios
due to undertakings by Dreyfus...................................... .41% 1.80% 2.07%(2)
Portfolio Turnover Rate............................................... 183.58% 161.01% 219.63%(2)
Average commission rate paid (3)...................................... $.0509 -- --
Net Assets, end of period (000's Omitted)............................. $16,852 $6,404 $5,166
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
(3) For fiscal years beginning November 1, 1995, 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 SMALL COMPANY 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 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 October 31, 1996, MBIC Investment Corp., an indirect subsidiary of
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.
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 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
requirements of the Internal Revenue Code. To
DREYFUS SMALL COMPANY VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 may borrow up to $2 million for leveraging purposes under a
short-term unsecured line of credit and participates with other
Dreyfus-managed funds in a $100 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. At October 31,
1996, there were no outstanding borrowings under the line of credit.
The average daily amount of borrowings outstanding under both
arrangements during the period ended October 31, 1996 was $3,005, with a
related weighted average annualized interest rate of 6.33%. The maximum
amount borrowed at any time during the period ended October 31, 1996 was
$300,000.
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 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 value of the Fund's average net assets in accordance with
California "blue sky" regulations. Dreyfus has undertaken from November 1,
1995 through October 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 $38,175 during the period ended October 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
payable monthly by Dreyfus.
(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
DREYFUS SMALL COMPANY VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 October 31, 1996, the Fund was
charged an aggregate of $23,510 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 $2,022 during the period ended
October 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 ended
October 31, 1996, $4,315 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 October 31, 1996 is summarized as follows:
PURCHASES SALES
__________ __________
Long transactions........... $22,520,533 $15,782,719
Short sale transactions..... 1,023,465 1,430,981
__________ __________
Total..................... $23,543,998 $17,213,700
============ ============
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 October 31,
1996 and their related market values and proceeds are set forth in the
Statement of Securities Sold Short.
(b) At October 31, 1996, accumulated net unrealized appreciation on
investments and securities sold short was $426,454, consisting of $1,384,163
gross unrealized appreciation and $957,709 gross unrealized depreciation.
At October 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 SMALL COMPANY VALUE FUND
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 statements of investments and securities sold short, of Dreyfus
Small Company Value Fund, one of the Series constituting Dreyfus Growth and
Value Funds, Inc., as of October 31, 1996, 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 verification by
examination of securities held by the custodian as of October 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 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, 1996, 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 signature logo]

New York, New York
December 5, 1996

DREYFUS SMALL COMPANY VALUE FUND
IMPORTANT TAX INFORMATION (UNAUDITED)
In accordance with Federal tax law, the Fund designates 7.61% of the
ordinary dividends paid during the fiscal year ended October 31, 1996 as
qualifying for the corporate dividends received deduction. Shareholders will
receive notification in January 1997 of the percentage applicable to the
preparation of their 1996 income tax returns.

DREYFUS SMALL COMPANY VALUE FUND
PROXY RESULTS (UNAUDITED)
A special meeting of stockholders of the Fund was held on July 26, 1996,
at which shareholders approved the election of the following Board members:
Joseph S. DiMartino, by a vote of 8,524,929 shares in favor of and 83,716
shares withholding authority to vote; John M. Fraser, Jr., by a vote of
8,524,673 shares in favor of and 83,973 shares withholding authority to vote;
Ehud Houminer, by a vote of 8,521,734 shares in favor of and 86,912 shares
withholding authority to vote; David J. Mahoney, by a vote of 8,529,545
shares in favor of and 79,100 shares withholding authority to vote; Gloria
Messinger, by a vote of 8,526,916 shares in favor of and 81,729 shares
withholding authority to vote; David P. Feldman, by a vote of 8,529,038
shares in favor of and 79,608 shares withholding authority to vote, Jack R.
Meyer, by a vote of 8,531,982 shares in favor of and 76,663 shares
withholding authority to vote; John Szarkowski, by a vote of 8,524,759 shares
in favor of and 83,887 shares withholding authority to vote; and Anne Wexler,
by a vote of 8,525,776 shares in favor of and 82,869 shares withholding
authority to vote. The shareholders also ratified the selection of Ernst &
Young LLP as independent auditors by a vote of 8,467,635 shares in favor of
and 28,562 shares against the selection, with 112,449 shares abstaining.
[Dreyfus lion "d" logo]
Dreyfus Small Company Value Fund
200 Park Avenue
New York, NY 10166
Investment Adviser
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Sub-Investment Adviser
The Boston Company
Asset Management, Inc.
One Boston Place
Boston, MA 02108
Custodian
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, RI 02940

Printed in U.S.A. 253AR9610
[Dreyfus logo]
Small Company
Value Fund
Annual Report
October 31, 1996

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS
LARGE COMPANY GROWTH FUND AND THE STANDARD AND POOR'S 500
COMPOSITE STOCK PRICE INDEX

EXHIBIT A:
_____________________________________________________
| | DREYFUS | STANDARD & POOR'S |
| | LARGE | 500 COMPOSITE |
| PERIOD | COMPANY | STOCK PRICE |
| | GROWTH FUND | INDEX* |
|-------- | ----------- | ----------------- |
|12/29/93 | 10,000 | 10,000 |
|10/31/94 | 10,440 | 10,360 |
|10/31/95 | 12,036 | 13,096 |
|10/31/96 | 14,871 | 16,250 |
|---------------------------------------------------- |

*Source: Lipper Analytical Services, Inc.

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS
LARGE COMPANY VALUE FUND AND THE STANDARD & POOR'S 500
COMPOSITE STOCK PRICE INDEX

EXHIBIT A:
__________________________________________________
| | DREYFUS | STANDARD & POOR'S |
| | LARGE | 500 COMPOSITE |
| PERIOD | COMPANY | STOCK PRICE |
| | VALUE FUND | INDEX* |
|-------- | ---------- | ----------------- |
|12/29/93 | 10,000 | 10,000 |
|10/31/94 | 10,104 | 10,360 |
|10/31/95 | 12,704 | 13,096 |
|10/31/96 | 17,068 | 16,250 |
|------------------------------------------------- |

*Source: Lipper Analytical Services, Inc.

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS
SMALL COMPANY VALUE FUND AND THE RUSSELL 2000 INDEX

EXHIBIT A:
_____________________________________________
| | DREYFUS | |
| | SMALL | |
| PERIOD | COMPANY | RUSSELL 2000 |
| | VALUE FUND | INDEX* |
|-------- | ---------- | ------------ |
|12/29/93 | 10,000 | 10,000 |
|10/31/94 | 9,944 | 9,963 |
|10/31/95 | 12,062 | 11,791 |
|10/31/96 | 16,403 | 13,749 |
|-------------------------------------------- |

*Source: Lipper Analytical Services, Inc.