DREYFUS GROWTH & VALUE FUNDS INC, 485APOS, 1998-12-17

DREYFUS GROWTH & VALUE FUNDS INC
485APOS, 1998-12-17

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Securities Act File No. 33-51061
Investment Company Act File No. 811-7123

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [__]

Post-Effective Amendment No. 20 [X]

and/or

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

Amendment No. 20 [X]

(Check appropriate box or boxes.)

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

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

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

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

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

immediately upon filing pursuant to paragraph (b)
----

on (date) pursuant to paragraph (b)
----

60 days after filing pursuant to paragraph (a)(i)
----

X on February 26, 1999 pursuant to paragraph (a)(i)
----

75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----

If appropriate, check the following box:

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

SCVGVB2530998 resized

12/16/98

Dreyfus

Small Company

Value Fund

Investing in value stocks for capital appreciation

PROSPECTUS March 1, 1999

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

<PAGE>

Contents

THE FUND
- ----------------------------------------------------

2 Goal/Approach

3 Main Risks

4 Past Performance

5 Expenses

6 Management

7 Financial Highlights

YOUR INVESTMENT
- --------------------------------------------------------------------

8 Account Policies

11 Distributions and Taxes

12 Services for Fund Investors

14 Instructions for Regular Accounts

16 Instructions for IRAs

FOR MORE INFORMATION
- -------------------------------------------------------------------------------

Back Cover

What every investor should know about the fund

Information for managing your fund account

Where to learn more about this and other Dreyfus funds

<PAGE>

The Fund

Dreyfus Small Company Value Fund
-------------------------------

Ticker Symbol: DSCVX

GOAL/APPROACH

The fund seeks capital appreciation. To pursue this goal, it invests at least
65% of its total assets in value companies. Normally, the fund invests
substantially all of its assets in small-capitalization companies (those whose
total market value is between $90 million and $900 million). The fund's stock
investments may include common stocks, preferred stocks and convertible
securities of both U.S. and foreign issuers.

The portfolio manager identifies potential investments through extensive
quantitative and fundamental research. The fund will focus on individual stock
selection (a "bottom-up" approach), emphasizing the fund's focus on three key
factors:

(pound) VALUE, or how a stock is valued relative to
its intrinsic worth, based on traditional value measures

(pound) BUSINESS HEALTH, or overall efficiency and
profitability as measured by return on assets and return on equity

(pound) BUSINESS MOMENTUM, or the presence of a catalyst
(such as a corporate restructuring, change in management or
spin-off) that will trigger a price increase near term to midterm

The fund typically sells a stock when it is no longer considered a value
company, appears less likely to benefit from the current market and economic
environment, shows deteriorating fundamentals or declining momentum, or falls
short of the manager' s expectations.

INFORMATION ON THE FUND' S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT (SEE BACK COVER).

Concepts to understand

SMALL COMPANIES: new, often entrepreneurial companies. Small companies tend to
grow faster than large-cap companies and typically use any profits for expansion
rather than for paying dividends. They are also more volatile than larger
companies and more vulnerable to major setbacks.

VALUE COMPANIES: companies that appear underpriced according to certain
financial measurements of their intrinsic worth or business prospects (such as
price-to-earnings or price-to-book ratios). Because a stock can remain
undervalued for years, value investors often look for factors that could trigger
a rise in price.

MAIN RISKS

While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.

Small companies carry additional risks because their earnings tend to be less
predictable, their share prices more volatile and their securities less liquid
than larger, more established companies. Some of the fund's investments are made
in anticipation of future products and services that, if delayed, could cause
the company's stock price to drop.

The fund' s investments in value stocks are subject to the risk that their
intrinsic values may never be realized by the market, or their prices may go
down. Further, while the fund' s investments in value stocks may limit the
overall downside risk of the fund over time, the fund may produce more modest
gains than riskier small-company stock funds as a trade-off for this potentially
lower risk.

Under adverse market conditions, the fund could invest some or all of its assets
in money market securities. Although the fund would do this only in seeking to
avoid losses, it could have the effect of reducing the benefit from any upswing
in the market.

Other potential risks

The fund may invest in derivative securities, such as options and futures, and
foreign currencies. It can also sell short. These practices are used primarily
to hedge the fund's portfolio but may be used to increase returns; however, such
practices may sometimes lower returns or increase volatility. Derivatives can be
illiquid and a small investment in certain derivatives could have a potentially
large impact on the fund's performance.

At times, the fund may engage in short-term trading, which could produce higher
brokerage costs and taxable distributions.

The fund can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the fund's gains or losses.

The Fund

PAST PERFORMANCE

The two tables below show the fund' s annual returns and its long-term
performance. The first table shows you how the fund's performance has varied
from year to year. The second compares the fund's performance over time to that
of the Russell 2000 Index, a widely recognized unmanaged index of small-cap
stock performance. Both tables assume reinvestment of dividends and
distributions. As with all mutual funds, the past is not a prediction of the
future.
--------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER: Q0 '00 %

WORST QUARTER: Q0 '00 %
--------------------------------------------------------

Average annual total return AS OF 10/31/98
<TABLE>
<CAPTION>

Inception

1 Year (12/29/93)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
FUND (20.83%) 13.18%

RUSSELL 2000

INDEX (11.84%) 9.75%*
</TABLE>

* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 12/31/93
IS USED AS THE BEGINNING VALUE ON 12/29/93.

What this fund is --
and isn't

This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the
opportunity to participate in financial markets. It strives to reach its stated
goal, although as with all mutual funds, it cannot offer guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.

EXPENSES

As an investor, you pay certain fees and expenses in connection with the
fund, which are described in the table below. Shareholder transaction fees
are paid from your account. Annual fund operating expenses are paid out of
fund assets,so their effect is included in the share price. The fund has no
sales charge (load) or 12b-1 distribution fees.
-------------------------------------------------------

Fee table

SHAREHOLDER TRANSACTION FEES

% OF TRANSACTION AMOUNT

Maximum redemption fee 1.00%

CHARGED ONLY WHEN SELLING SHARES YOU

HAVE OWNED FOR LESS THAN 15 DAYS

Maximum Account Fee $12

CHARGED ONLY TO REGULAR ACCOUNTS WITH BALANCES

BELOW $2,000. SEE "ACCOUNT POLICIES"
--------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.75%

Shareholder services fee 0.25%

Other expenses 0.22%
-------------------------------------------------------

TOTAL 1.22%
--------------------------------------------------------

Expense example
<TABLE>
<CAPTION>

1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
$124 $387 $670 $1,477
</TABLE>
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee of 0.25% paid to the fund's distributor for
shareholder account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

The Fund

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $117 billion in more than 163
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.

The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity and offers the potential for measuring
performance and volatility in consistent ways.

Peter I. Higgins, CFA, has managed the fund since November 1997 and has been
employed by Dreyfus since May 1996. Mr. Higgins has been a portfolio manager for
The Boston Company Asset Management, an affiliate of Dreyfus, since 1991

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from service providers that they are taking similar steps. In
addition, issuers of securities in which the fund invests may be adversely
affected by year 2000-related problems. This could have an impact on the value
of the fund's investments and its share price.

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods indicated.
" Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by Ernst & Young
LLP, whose report, along with the fund's financial statements, is included in
the annual report.

YEAR ENDED OCTOBER 31,

1998 1997 1996 1995 1994(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 21.95 17.66 14.00 12.43 12.50

Investment operations:

Investment income (loss) -- net (.09)(2) -- .07 .10 .30

Net realized and unrealized gain
(loss) on investments (4.39) 6.43 4.69 2.33 (.37)

Total from investment operations (4.48) 6.43 4.76 2.43 (.07)

Distributions:

Dividends from investment income -- net (.02) (.04) (.09) (.33) --

Dividends from net realized
gain on investments (.39) (2.10) (1.01) (.53) --

Total distributions (.41) (2.14) (1.10) (.86) --

Net asset value, end of period 17.06 21.95 17.66 14.00 12.43

Total return (%) (20.83) 40.22 35.99 21.30 (.56)(3)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of operating expenses to average
net assets (%) 1.21 1.23 1.27 .84 --

Ratio of interest expense and dividends
on securities sold short to
average net assets (%) .01 .02 .02 .07 .01(3)

Ratio of net investment income (loss) to
average net assets (%) (.44) .22 .62 .79 2.39(3)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) -- .05 .41 1.80 2.07(3)

Portfolio turnover rate (%) 132.38 76.11 183.58 161.01 219.63(3)
- ---------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 300,908 376,738 16,852 6,404 5,166
</TABLE>

(1) FROM DECEMBER 29, 1993 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1994.

(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3) NOT ANNUALIZED.

The Fund

Your Investment

ACCOUNT POLICIES

Buying shares

YOU PAY NO SALES CHARGES to invest in this fund. Your price for fund shares is
the fund's net asset value per share (NAV), which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
entity authorized to accept orders on behalf of the fund. The fund's investments
are generally valued based on market value, or where market quotations are not
readily available, based on fair value as determined in good faith by the fund's
board.
--------------------------------------------------------

Minimum investments

Initial* Additional
--------------------------------------------------------

REGULAR ACCOUNTS $2,500 $100
$500 FOR
TELETRANSFER
INVESTMENTS

TRADITIONAL IRAS $750 NO MINIMUM

SPOUSAL IRAS $750 NO MINIMUM

ROTH IRAS $750 NO MINIMUM

EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST
YEAR

DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party
checks cannot be accepted. You may be charged a fee for
any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

* THE FUND IS CURRENTLY CLOSED TO NEW INVESTORS.

Third-party investments

If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.

Selling shares

YOU MAY SELL SHARES AT ANY TIME. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
entity authorized to accept orders on behalf of the fund. Any certificates
representing fund shares being sold must be returned with your redemption
request. Your order will be processed promptly and you will generally receive
the proceeds within a week.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that:

(pound) if the fund has not yet collected payment for the
shares you are selling, it may delay sending the proceeds
until it has collected payment, which may take up to eight business
days

(pound) if you are selling or exchanging shares you have owned for less
than 15 days, the fund may deduct a 1% redemption fee (not charged on
shares sold through the Automatic Withdrawal Plan or Dreyfus
Auto-Exchange Privilege, or on shares acquired through dividend
reinvestment
--------------------------------------------------------

Limitations on selling shares by phone

Proceeds
sent by Minimum Maximum
--------------------------------------------------------

CHECK NO MINIMUM $150,000 PER DAY

WIRE $1,000 $250,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS

TELETRANSFER $500 $250,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

(pound) amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days

(pound) requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.

Your Investment

ACCOUNT POLICIES (CONTINUED)

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

THE FUND RESERVES THE RIGHT TO:

(pound) refuse any purchase or exchange request that
could adversely affect the fund or its
operations, including those from any individual
or group who, in the fund's view, is likely to
engage in excessive trading (usually defined as
more than four exchanges out of the
fund within a calendar year)

(pound) refuse any purchase or exchange request
in excess of 1% of the fund's total assets

(pound) change or discontinue its exchange
privilege, or temporarily suspend this privilege
during unusual market conditions

(pound) change its minimum investment amounts

(pound) delay sending out redemption proceeds for
up to seven days (generally applies only in
cases of very large redemptions, excessive
trading or during unusual market conditions)

The fund also reserves the right to make a "redemption
in kind" -- payment in portfolio securities rather than
cash -- if the amount you are redeeming is large enough
to affect fund operations (for example, if it represents
more than 1% of the fund's assets).

Fee for small accounts

To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; and accounts opened through a financial
institution.

If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.

DISTRIBUTIONS AND TAXES

THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income, and distributes any net capital gains that it has realized once a year.
Your distributions will be reinvested in the fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
--------------------------------------------------------

Taxability of distributions

Type of Tax rate for Tax rate for

distribution 15% bracket 28% bracket or above
--------------------------------------------------------

INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE

SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE

LONG-TERM
CAPITAL GAINS 10% 20%

The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Taxes on transactions

Except for tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability.

The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold up to 12 months after buying them. "Long-term capital gains"
applies to shares sold after 12 months.

Your Investment

SERVICES FOR FUND INVESTORS

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application or by
calling 1-800-645-6561.
--------------------------------------------------------

For investing

DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.

DREYFUS PAYROLL For making automatic investments
SAVINGS PLAN through a payroll deduction.

DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.

DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
--------------------------------------------------------

For exchanging shares

DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
--------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds.

Dreyfus Financial Centers

Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.

Our experienced financial consultants can help you make informed choices and
provide you with personalized attention in handling account transactions. The
Financial Centers also offer informative seminars and events. To find the
Financial Center nearest you, call 1-800-499-3327.

Exchange privilege

YOU CAN EXCHANGE $500 OR MORE from one Dreyfus fund into another (no minimum for
retirement accounts) . You can request your exchange in writing or by phone. Be
sure to read the current prospectus for any fund into which you are exchanging.
Any new account established through an exchange will have the same privileges as
your original account (as long as they are available). There is currently no fee
for exchanges, although you may be charged a sales load when exchanging into any
fund that has one.

Dreyfus TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer Privilege. You can set up TeleTransfer
on your account by providing bank account information and following the
instructions on your application.

The Dreyfus Touch(reg.tm)

FOR 24-HOUR AUTOMATED ACCOUNT ACCESS, use Dreyfus Touch. With a touch-tone
phone, you can easily manage your Dreyfus accounts, obtain information on other
Dreyfus mutual funds and get current stock market quotes.

Retirement plans

Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:

(pound) for traditional, rollover, Roth and Education IRAs, call 1-800-645-656

(pound) for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910

Your Investment

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387, Providence, RI 02940-9387

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to: The Dreyfus Family of Funds P.O. Box 105,
Newark, NJ 07101-0105

By Telephone

WIRE Have your bank send your
investment to The Bank of New York, with these instructions:

* DDA# 8900088168

* the fund name

* your Social Security or tax ID number

* name(s) of investor(s)

Call us to obtain an account number. Return your application.

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* DDA# 8900088168

* the fund name

* your account number

* name(s) of investor(s)

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number and
add ABA# 021000018

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.

Automatically

WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.

WITHOUT ANY INITIAL INVESTMENT Check the Dreyfus Step Program option on your
application. Return your application, then complete the additional materials
when they are sent to you.

ALL SERVICES Call us to request a form to add any automatic investing service
(see "Services for Fund Investors"). Complete and return the forms along with
any other required materials.

Via the Internet

COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.

TO SELL SHARES

Write a letter of instruction that includes:

* your name(s) and signature(s)

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").

Mail your request to: The Dreyfus Family of Funds P.O. Box 9671, Providence, RI
02940-9671

WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.

TELETRANSFER Be sure the fund has your bank account information on file. Call
us to request your transaction. Proceeds will be sent to your bank by electronic
check.

CHECK Call us to request your transaction. A check will be sent to the address
of record.

DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request a form to add the plan.
Complete the form, specifying the amount and frequency of withdrawals you would
like.

Be sure to maintain an account balance of $5,000 or more.

To reach Dreyfus, call toll free in the U.S.

1-800-645-6561

Outside the U.S. 516-794-5452

Make checks payable to:

THE DREYFUS FAMILY OF FUNDS

You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.

Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

Your Investment

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail in the slip and the check (see "To Open an Account" at left).

By Telephone

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* DDA# 8900088168

* the fund name

* your account number

* name of investor

* the contribution year

ELECTRONIC CHECK Same as wire, but insert "1111" before your account number and
add ABA# 021000018

TELEPHONE CONTRIBUTION Call to request us to move money from a regular Dreyfus
account to an IRA (both accounts must be held in the same shareholder name).

Automatically

WITHOUT ANY INITIAL INVESTMENT Call us
to request a Dreyfus Step Program form. Complete and return the form along with
your application.

ALL SERVICES Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with any
other required materials.

All contributions will count as current year.

Via the Internet

COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.

TO SELL SHARES

Write a letter of instruction that includes:

* your name and signature

* your account number

* the fund name

* the dollar amount you want to sell

* how and where to send the proceeds

* whether the distribution is qualified or premature

* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required.

Mail in your request (see "To Open an Account" at left).

DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request instructions to establish
the plan.

To reach Dreyfus, call toll free in the U.S.

1-800-645-6561

Outside the U.S. 516-794-5452

Make checks payable to:

THE DREYFUS TRUST CO., CUSTODIAN

You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.

Concepts to understand

Your Investment

For More Information

Dreyfus Small Company Value Fund

A Series of The Dreyfus Growth and Value Funds, Inc.
----------------------------

SEC file number: 811-7123

More information on this fund is available free upon
request, including the following:

Annual/Semiannual Report

Describes the fund' s performance, lists portfolio
holdings and contains a letter from the fund's manager
discussing recent market conditions, economic trends and
fund strategies that significantly affected the fund's
performance during the last fiscal year.

Statement of Additional Information (SAI)

Provides more details about the fund and its policies. A
current SAI is on file with the Securities and Exchange
Commission (SEC) and is incorporated by reference (is
legally considered part of this prospectus).

To obtain information:

BY TELEPHONE Call 1-800-645-6561

BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

BY E-MAIL Send your request to [email protected]

ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from:

SEC
http://www.sec.gov

DREYFUS
http://www.dreyfus.com

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

<PAGE>

______________________________________________________________________________

DREYFUS GROWTH AND VALUE FUNDS, INC.

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

STATEMENT OF ADDITIONAL INFORMATION
JANUARY 1, 1999
______________________________________________________________________________

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Aggressive Growth Fund, Dreyfus International Value Fund, Dreyfus
Technology Growth Fund , Dreyfus Aggressive Value Fund, Dreyfus Midcap Value
Fund and Dreyfus Emerging Leaders Fund, each dated January 1, 1999, Dreyfus
Large Company Value Fund, dated June 1, 1998, and Dreyfus Small Company Value
Fund dated March 1, 1999 (each, a "Fund" a nd collectively, the "Funds") of
Dreyfus Growth and Value Funds, Inc. (the "Company"), as each may be revised
from time to time. To obtain a copy of the relevant Fund's Prospectus, please
write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556
0144, or call the following numbers:

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

Each Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent auditors ap pearing in the Annual Report are incorporated by
reference into this Statement of Additional Information.

TABLE OF CONTENTS
Page

Description of the Company and Funds...................................... B-3
Management of the Company................................................. B-14
Management Arrangements................................................... B-19
How to Buy Shares......................................................... B-24
Shareholder Services Plan................................................. B-26
How to Redeem Shares...................................................... B-27
Shareholder Services...................................................... B-29
Determination of Net Asset Value.......................................... B-33
Dividends, Distributions and Taxes........................................ B-34
Portfolio Transactions.................................................... B-37
Performance Information................................................... B-39
Information About the Company and Funds................................... B-40
Financial Statements and Reports of Independent Auditors.................. B-42
Appendix.................................................................. B-43

DESCRIPTION OF THE COMPANY AND FUNDS

The Company is a Maryland corporation formed on November 16, 1993.
Before September 29, 1995, the Company's name was Dreyfus Focus Funds, Inc. The
Company is an open-end management investment company comprised of separate
portfolios, each o f which is treated as a separate fund. Each Fund is
diversified, which means that, with respect to 75% of its total assets, the Fund
will not invest more than 5% of its assets in the securities of any single
issuer.

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

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

Investment Techniques

The following information supplements and should be read in conjunction
with each Fund's Prospectus, except as noted.

Foreign Currency Transactions. (All Funds) Foreign currency transactions may
be entered into for a variety of purposes, including: to fix in U.S. dollars,
between trade and settlement date, the value of a security a Fund has agreed to
buy or sell; to hedge the U.S. dollar value of securities the Fund already owns,
particularly if it expects a decrease in the value of the currency in which the
foreign security is denominated; or to gain exposure to the foreign currency in
an attempt to realize gains.

Foreign currency transactions may involve, for example, a Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, which would involve the Fund agreeing to
exchange an amount of a cur rency it did not currently own for another currency
at a future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the exchange. A
Fund's success in these transactions will depend principally on the Manager's
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar.

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

Short-Selling. (All Funds) In these transactions, a Fund sells a security it
does not own in anticipation of a decline in the market value of the security.
To complete the transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is obligated to replace the security borrowed by
purchasing it subsequently at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund, which woul d result in a loss or gain, respectively.

Securities will not be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 25%
of the value of the relevant Fund's net assets.

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

Leverage. (All Funds) Leveraging (that is, buying securities using borrowed
money) exaggerates the effect on net asset value of any increase or decrease in
the market value of a Fund's portfolio. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. For borrowings for investment purposes,
the Investment Company Act of 1940, a s amended (the "1940 Act"), requires a
Fund to maintain continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of the amount
borrowed. If the required coverage should decline as a res ult of market
fluctuations or other reasons, the Fund may be required to sell some of its
portfolio holdings within three days to reduce the amount of its borrowings and
restore the 300% asset coverage, even though it may be disadvantageous from an i
nvestment standpoint to sell securities at that time. The Fund also may be
required to maintain minimum average balances in connection with such borrowing
or pay a commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest
rate.

A Fund may enter into reverse repurchase agreements with banks, brokers
or dealers. This form of borrowing involves the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage of
the value of th e security. The Fund retains the right to receive interest and
principal payments on the security. At an agreed upon future date, the Fund
repurchases the security at principal plus accrued interest. Except for these
transactions, the Fund's borro wings generally will be unsecured.

Use of Derivatives. (All Funds) Each Fund may invest in, or enter into,
derivatives, such as options and futures, for a variety of reasons, including to
hedge certain market risks, to provide a substitute for purchasing or selling
particular secur ities or to increase potential income gain. Derivatives may
provide a cheaper, quicker or more specifically focused way for a Fund to invest
than "traditional" securities would.

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

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

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

Although none of the Funds will be a commodity pool, certain derivatives
subject the Funds to the rules of the Commodity Futures Trading Commission which
limit the extent to which a Fund can invest in such derivatives. Each Fund may
invest i n futures contracts and options on futures contacts for hedging
purposes without limit. However, a Fund may not invest in such contracts and
options for other purposes if the sum of the amount of initial margin deposits
and premiums paid for unexpir ed options with respect to such contracts, other
than for bona fide hedging purposes, exceeds 5% of the liquidation value of the
Fund's assets, after taking into account unrealized profits and unrealized
losses on such contracts and options. In the case of an option that is in-the-
money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limitation.

Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer o r counterparty to such derivatives. This guarantee
usually is supported by a daily payment system (i.e., variation margin
requirements) operated by the clearing agency in order to reduce overall credit
risk. As a result, unless the clearing agency defaults, there is relatively
little counterparty credit risk associated with derivatives purchased on an
exchange. By contrast, no clearing agency guarantees over-the-counter
derivatives. Therefore, each party to an over-the-counter derivative bea rs the
risk that the counterparty will default. Accordingly, the Manager will consider
the creditworthiness of counterparties to over-the-counter derivatives in the
same manner as it would review the credit quality of a security to be purchased
by a Fund. Over-the-counter derivatives are less liquid than exchange-traded
derivatives since the other party to the transaction may be the only investor
with sufficient understanding of the derivative to be interested in bidding for
it.

Futures Transactions--In General. (All Funds) A Fund may enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange or, if
applicable, on exchanges located outside the United States, such as the London
International Financial Futures Exchange, the Deutsche Termine Borse and the
Sydney Futures Exchange Limited. Foreign markets may offer advantages such as
trading opportunities or arbitrage p ossibilities not available in the United
States. Foreign markets, however, may have greater risk potential than domestic
markets. For example, some foreign exchanges are principal markets so that no
common clearing facility exists and an investor may look only to the broker for
performance of the contract. In addition, any profits a Fund might realize in
trading could be eliminated by adverse changes in the exchange rate, or the Fund
could incur losses as a result of those changes. Transactions on foreign
exchanges may include both commodities which are traded on domestic exchanges
and those which are not. Unlike trading on domestic commodity exchanges,
trading on foreign commodity exchanges is not regulated by the Commodity Futures
Trading Commission.

Engaging in these transactions involves risk of loss to a Fund which
could adversely affect the value of the Fund's net assets. Although each Fund
intends to purchase or sell futures contracts only if there is an active market
for such contr acts, no assurance can be given that a liquid market will exist
for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single tradi ng day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that
limit or trading may be suspended for specified periods during the trading day.
Futures contract prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses.

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

Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, a Fund may be required to set aside permissible liquid
assets in a segregated account to cover its obligations relating to its
transactions in deriv atives. To maintain this required cover, the Fund may
have to sell portfolio securities at disadvantageous prices or times since it
may not be possible to liquidate a derivative position at a reasonable price.
In addition, segregation of such asset s will have the effect of limiting a
Fund's ability otherwise to invest those assets.

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

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

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

Options--In General. (All Funds) A Fund may invest up to 5% of its assets,
represented by the premium paid, in the purchase of call and put options. Each
Fund may write (i.e. sell) covered call and put option contracts to the extent
of 20% of the value of its net assets at the time such option contracts are
written. A call option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying security or securities at the
exercise price at any time during the option period, or at a specific date.
Conversely, a put option gives the purchaser of the option the right to sell,
and obligates the writer to buy, the underlying security or securities at the
exercise price at any time during the option perio d, or at a specific date.

A covered call option written by a Fund is a call option with respect to
which the Fund owns the underlying security or otherwise covers the transaction
by segregating cash or other securities. A put option written by a Fund is
covered when, among other things, permissible liquid assets having a value
equal to or greater than the exercise price of the option are placed in a
segregated account with the Fund's custodian to fulfill the obligation
undertaken. The principal reason for writi ng covered call and put options is
to realize, through the receipt of premiums, a greater return than would be
realized on the underlying securities alone. A Fund receives a premium from
writing covered call or put options which it retains whether o r not the option
is exercised.

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

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

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

A Fund may purchase cash-settled options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the exchange by
the Fund with another party of cash flows based upon the performance of an index
or a portion of an index of securities which usually includes dividends. A
cash-settled option on a swap gives the purchaser the right, but not the
obligation, in return for the premium paid, to receive an amount of cash equal
to the value of the underlying swap as of the exercise date. These options
typically are purchased in privately negotiated transactions from financial
institutions, including securities brokerage firms.

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

Future Developments. A Fund may take advantage of opportunities in the
area of options and futures contracts and options on futures contracts and any
other derivatives which are not presently contemplated for use by the Fund or
which are not currently available but which may be developed, to the extent
such opportunities are both consistent with the Fund's investment objective and
legally permissible for the Fund. Before entering into such transactions or
making any such investment, th e Fund will provide appropriate disclosure in
its Prospectus or Statement of Additional Information.

Lending Portfolio Securities. (Dreyfus Large Company Value Fund, Dreyfus Small
Company Value Fund and Dreyfus Technology Growth Fund only) Each of these Funds
may lend securities from its portfolio to brokers, dealers and other financial
institutio ns needing to borrow securities to complete certain transactions. In
connection with such loans, the Fund continues to be entitled to payments in
amounts equal to the interest, dividends or other distributions payable on the
loaned securities, which affords the Fund an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of portfolio
securities may not exceed 33-1/3% of the value of the Fund's total assets and
the Fund will receive collateral c onsisting of cash, U.S. Government securities
or irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. These loans are terminable by the Fund at any time upon specified
notice. The Fund might experience risk of loss if the institution with which it
has engaged in a portfolio loan transaction breaches its agreement with the
Fund. In connection with its securities lending transactions, a Fund may return
to the borrower or a third party which is unaffiliated with the Fund, and which
is acting as a "placing broker", a part of the interest earned from the
investment of collateral received for securities loaned.

Forward Commitments. (All Funds) Each Fund may purchase securities on a
forward commitment or when-issued basis, which means that delivery and payment
take place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate receivable on a forward commitment or
when-issued security are fixed when the Fund enters into the commitment, but the
Fund does not make payment until it receives delivery from the counterparty.
The Fund will commit to purcha se such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities before
the settlement date if it is deemed advisable. The Fund will set aside in a
segregated account permissible liquid assets at least equal at all times to the
amount of the Fund's purchase commitments.

Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness of the issuer
and changes, real or anticipated, in the level of interest rates. Securities
purchased on a forward commitment or when-issued basis may expose the Fund to
risks because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery takes
place actually may be higher than that obtained in the transact ion itself.
Purchasing securities on a forward commitment or when-issued basis when the Fund
is fully or almost fully invested may result in greater potential fluctuation in
the value of the Fund's net assets and its net asset value per share.

Certain Portfolio Securities

The following information supplements and should be read in conjunction
with each Fund's Prospectus, except as noted.

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

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

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

Depositary Receipts. (All Funds, except Dreyfus Emerging Leaders Fund) Each of
these Funds may invest in the securities of foreign issuers in the form of
American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and
other forms of depositary receipts. ADRs are receipts typically issued by a
United States bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are receipts issued outside
the United States typically by non-United States banks and trust companies that
evidence ownership of either foreign or domestic securities. These securities
may not necessarily be denominated in the same currency as the securities into
which they may be converted. Generally, ADRs i n registered form are designed
for use in the United States securities markets and GDRs in bearer form are
designed for use outside the United States.

These securities may be purchased through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility with out participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute share holder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.

Warrants. (All Funds) A warrant gives the holder the right to subscribe to a
specified amount of the issuing corporation's capital stock at a set price for a
specified period of time. Each Fund may invest up to 5% of its net assets in
warrants, ex cept that this limitation does not apply to warrants purchased by
the Fund that are sold in units with, or attached to, other securities.

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

Illiquid Securities. (All Funds) Each Fund may invest up to 15% of the value
of its net assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Fund's investment
objective. These s ecurities may include securities that are not readily
marketable, such as certain securities that are subject to legal or contractual
restrictions on resale, repurchase agreements providing for settlement in more
than seven days after notice, and cer tain privately negotiated, non-exchange
traded options and securities used to cover such options. As to these
securities, a Fund is subject to a risk that should the Fund desire to sell them
when a ready buyer is not available at a price the Fund de ems representative of
their value, the value of the Fund's net assets could be adversely affected.

Lower Rated Securities. (Dreyfus Aggressive Value Fund only) The Fund may
invest in higher yielding (and, therefore, higher risk) debt securities rated
below investment grade by one or more rating agencies, such as Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P"). These
securities are commonly known as junk bonds and may be subject to certain risks
and to greater market fluctuations than lower yielding investment grade
securities. These securities are co nsidered by rating agencies to be, on
balance, predominantly speculative as to the payment of principal and interest
and generally involve more credit risk than investment grade securities. The
retail market for these securities may be less liquid t han that of investment
grade securities. Adverse market conditions could make it difficult for the
Fund to sell these securities or could result in the Fund obtaining lower prices
for these securities which would adversely affect the Fund's net asse t value.

Although ratings of the rating agencies may be an initial criterion for
the selection of these securities, the Manager also will evaluate these
securities and the ability of the issuers to pay principal and interest on these
securities.

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

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

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

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

Money Market Instruments. (All Funds) When the Manager determines that adverse
market conditions exist, each Fund may adopt a temporary defensive position and
invest some or all of its assets in money market instruments, including U.S.
Government s ecurities, repurchase agreements, bank obligations and commercial
paper.

Investment Restrictions

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

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

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

3. Invest more than 25% of the value of its total assets in the
securities of issuers in any single industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. For purposes of this Investment
Restriction with respect to Dreyfus Technology Growth Fund, the technology
sector in general is not considered an industry.

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

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

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

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

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

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

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

11. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessor) if such purchase
would cause the value of the Fund's investments in all such companies to exceed
5% of the value of its total assets. This Investment Restriction has not been
adopted with respect to Dreyfus Technology Growth Fund.

12. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views. This Investment
Restriction has not been adopted with respect to Dreyfus Technology Growth Fund.

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

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

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

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

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

MANAGEMENT OF THE COMPANY

The Company's Board is responsible for the management and supervision of
the Funds. The Board approves all significant agreements between the Company,
on behalf of the Funds, and those companies that furnish services to the Funds.
These companies are as follows:

The Dreyfus Corporation.................. Investment Adviser
Premier Mutual Fund Services, Inc........ Distributor
Dreyfus Transfer, Inc.................... Transfer Agent
Mellon Bank, N.A......................... Custodian for all Funds except
Dreyfus International Value
Fund
The Bank of New York..................... Custodian for Dreyfus
International Value Fund

Board members and officers of the Company, together with information as
to their principal business occupations during at least the last five years, are
shown below.

Board Members of the Company

JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of the
Board of various funds in the Dreyfus Family of Funds. He is also a
director of The Noel Group, Inc., a venture capital company (for which, from
February 1995 until Nov ember 1997, he was Chairman of the Board), The
Muscular Dystrophy Association, HealthPlan Services Corporation, a provider
of marketing, administrative and risk management services to health and
other benefit programs, Carlyle Industries, Inc. (forme rly, Belding
Heminway Company, Inc.), a button packager and distributor, Century Business
Services, Inc., a provider of various outsourcing functions for small and
medium sized companies, and Career Blazers Inc. (formerly, Staffing
Resources, Inc.), a temporary placement agency. For more than five years
prior to January 1995, he was President, a director and, until August 1994,
Chief Operating Officer of the Manager and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned subsidiary of the
Manager and, until August 24, 1994, the Company's distributor. From
August, 1994 until December 31, 1994, he was a director of Mellon Bank
Corporation. He is 55 years old and his address is 200 Park Avenue, New
York, Ne w York 10166.

DAVID P. FELDMAN, Board Member. Trustee of Corporate Property Investors, a real
estate investment company, and a director of several mutual funds in the 59
Wall Street Mutual Funds Group, and of the Jeffrey Company, a private
investment company. He was employed at AT&T from July 1961 to his
retirement in April 1997, most recently serving as Chairman and Chief
Executive Officer of AT&T Investment Management Corporation. He is 59 years
old and his address is c/o AT&T, One Oak Way, Berkeley Heig hts, New Jersey
07922.

JOHN M. FRASER, JR., Board Member. President of Fraser Associates, a service
company for planning and arranging corporate meetings and other events.
From September 1975 to June 1978, he was Executive Vice President of
Flagship Cruises, Ltd. Prior thereto, he was Senior Vice President and
Resident Director of the Swedish American Line for the United States and
Canada. He is 76 years old and his address is 133 East 64th Street, New
York, New York 10021.

EHUD HOUMINER, Board Member. Professor and Executive in Residence at the
Columbia Business School, Columbia University. Since January 1996,
Principal of Lear, Yavitz and Associates, a management consulting firm. He
was President and Chief Executive Officer of Philip Morris USA,
manufacturers of consumer products, from December 1988 to September 1990.
He also is a Director of Avnet Inc. and Super-Sol Limited. He is 57 years
old and his address is c/o Columbia Business School, Columbia Univer sity,
Uris Hall, Room 526, New York, New York 10027.

GLORIA MESSINGER, Board Member. From 1981 to 1993, Managing Director and Chief
Executive Officer of ASCAP (American Society of Composers, Authors and
Publishers). She is a member of the Board of Directors of the Yale Law
School Fund and Theater for a New Audience, Inc., and was secretary of the
ASCAP Foundation and served as a Trustee of the Copyright Society of the
United States. She is also a member of numerous professional and civic
organizations. She is 68 years old and her address is 747 Third Avenue,
11th Floor, New York, New York 10017.

JACK R. MEYER, Board Member. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September 1990.
For more than five years prior thereto, he was Treasurer and Chief
Investment Officer of The R ockefeller Foundation. He is 52 years old and
his address is 600 Atlantic Avenue, Boston, Massachusetts 02210.

JOHN SZARKOWSKI, Board Member. Director Emeritus of Photography at The Museum
of Modern Art. Consultant in Photography. He is 72 years old and his
address is Bristol Road, Box 221, East Chatham, New York 12060.

ANNE WEXLER, Board Member. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also a
director of Alumax, Comcast Corporation, The New England Electric System, and
Nova Corporation, and a member of the Board of the Carter Center of Emory
University, the Council of Foreign Relations, the National Park Foundation,
Visiting Committee of the John F. Kennedy School of Government at Harvard
University and the Board of Visitors of the University of Maryland School of
Public Affairs. She is 67 years old and her address is c/o The Wexler Group,
1317 F Street, N.W., Suite 600, Washington, D.C. 20004.

The Company typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board members,
if any, are ent itled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Company for the fiscal year ended
October 31, 1998, and by all othe r funds in the Dreyfus Family of Funds for
which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the year ended
December 31, 1997, were as follows:

Total Compensation
From Company and
Aggregate Fund Complex
Name of Board Compensation Paid to Board
Member From the Company* Member
- ------------------ ---------------- ----------------
Joseph S. DiMartino $11,250 $597,128 (94)

David P. Feldman $ 8,000 $129,375 (27)

John M. Fraser, Jr. $ 8,000 $ 76,750 (12)

Ehud Houminer $ 7,000 $ 68,250 (12)

Gloria Messinger $ 8,500 $ 26,000 (1)

Jack R. Meyer $ 7,500 $ 22,000 (4)

John Szarkowski $ 8,000 $ 23,500 (4)

Anne Wexler $ 7,500 $ 65,625 (16)
_____________________________

* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,575 for all Board members as a group.

Officers of the Company

MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive Officer,
Chief Compliance Officer and a director of the Distributor and Funds
Distributor, Inc., the ultimate parent of which is Boston Institutional
Group, Inc., and an officer of other investment companies advised or
administered by the Manager. She is 41 years old.

MARGARET W. CHAMBERS*, Vice President and Secretary. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From August
1996 to March 1998, she was Vice President and Assistant General Counsel
for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was
an associate with the law firm of Ropes & Gray. She is 38 years old.

MICHAEL S. PETRUCELLI, Vice President, Assistant Secretary and Assistant
Treasurer. Senior Vice President Funds Distributor and an officer of
certain investment companies advised or administered by the Manager. From
December 1989 through November 1 996 he was employed by GE Investment
Services where he held various financial, business development and
compliance positions. He also served as Treasurer of the GE Funds and as a
Director of the GE Investment Services. He is 37 years old.

STEPANIE D. PIERCE, Vice President, Assistant Secretary and Assistant Treasurer.
Vice President and Client Development Manager of Funds Distributor, Inc.,
and an officer of other investment companies advised or administered by the
Manager. From Apr il 1997 to March 1998, she was employed as a
Relationship Manager with Citibank, N.A. From August 1995 to April 1997,
she was an Assistant Vice President with Hudson Valley Bank, and from
September 1990 to August 1995, she was Second Vice President with Chase
Manhattan Bank. She is 30 years old.

MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. From September 1989 to
July 1994, she was an Assistant Vice President and Client Manager for The
Boston Company, Inc. She is 34 years old.

GEORGE A. RIO*, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From June 1995 to March 19 98, he was Senior Vice President and
Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to June
1995, he was Director of Business Development for First Data Corporation.
From September 1983 to May 1994, he was Senior Vice President a nd Manager
of Client Services and Director of Internal Audit at The Boston Company,
Inc. He is 43 years old.

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administer ed by the Manager. From July 1988 to
August 1994, he was employed by The Boston Company, Inc. where he held
various management positions in the Corporate Finance and Treasury areas.
He is 36 years old.

DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. From April 1993 to
January 1995, he was a Senior Fu nd Accountant for Investors Bank & Trust
Company. He is 29 years old.

CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice President
and Senior Associate General Counsel of the Distributor and Funds
Distributor, Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 33 years old.

KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc. and an officer
of other investment companies advised or administered by the Manager. From
July 1994 to November 1995, she was a Fund Accountant for Investors Bank &
Trust Company. She is 25 years old.

ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice President
of Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From March 1990 to May 1996, she
was employed by U.S. Tr ust Company of New York, where she held various
sales positions and marketing positions. She is 36 years old.

The address of each officer of the Company is 200 Park Avenue, New
York, New York 10166, except those officers indicated by an (*), whose address
is 60 State Street, Boston, Massachusetts 02109.

The Company's Board members and officers, as a group, owned less than 1%
of each Fund's voting securities outstanding on November 30, 1998.

The following persons are known by the Company to own of record 5% or
more of a Fund's outstanding voting securities as of November 30, 1998. A
shareholder who beneficially owns, directly or indirectly, more than 25% of a
Fund's voting securities may be deemed a"control person" (as defined in the 1940
Act) of the Fund.

Dreyfus Large Company Value Fund
Charles Schwab & Co. Inc........................................... 11.3384%
101 Montgomery Street
San Francisco, CA 94104-4122

Dreyfus Small Company Value Fund
Charles Schwab & Co. Inc.......................................... 16.4235%
101 Montgomery Street
San Francisco, CA 94104-4122

Citibank, NA....................................................... 11.5612%
111 Wall Street
New York, New York 10005-3509

Boston Safe Deposit & Trust Company................................ 9.9007%
1 Cabot Road
Medford, MA 02155-5141

Dreyfus Aggressive Growth Fund
Charles Schwab & Co. Inc. .......................................... 6.4232%
101 Montgomery Street
San Francisco, CA 94104-4122

Dreyfus Aggressive Value Fund
Charles Schwab & Co. Inc. ............................................ 18.8111%
101 Montgomery Street
San Francisco, CA 94104-4122

Dreyfus Midcap Value Fund
Charles Schwab & Co. Inc. ............................................ 17.7794%
101 Montgomery Street
San Francisco, CA 94104-4122

Dreyfus Emerging Leaders Fund
Charles Schwab & Co. Inc. ............................................ 11.3223%
101 Montgomery Street
San Francisco, CA 94104-4122

MANAGEMENT ARRANGEMENTS

Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Mellon is a publicly owned multibank holding company incorporated
under Pennsylvani a law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international markets.
Mellon is among the twenty-five la rgest bank holding companies in the United
States based on total assets.

Management Agreement. The Manager provides management services pursuant
to the Management Agreement (the "Agreement") dated August 24, 1994, as amended
May 23, 1996, with the Company. As to each Fund, the Agreement is subject to
annual appr oval by (i) the Company's Board or (ii) vote of a majority (as
defined in the 1940 Act) of the outstanding voting securities of such Fund,
provided that in either event the continuance also is approved by a majority of
the Board members who are not "interested persons" (as defined in the 1940 Act)
of the Company or the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval. The Agreement was approved by
shareholders on August 5, 1994 in respect of Dreyfus Large Company Value Fund,
and on September 29, 1995 in respect of Dreyfus Small Company Value Fund, and
was last approved by the Company's Board, including a majority of the Board
members who are not "interested persons" of any party to the Agreement, at a
meeting held on February 11, 1998. As to each Fund, the Agreement is terminable
without penalty, on 60 days' notice, by the Company's Board or by vote of the
holders of a majority of such Fund's shares, or, on not less than 90 days'
notice, by the Manager. The Agreement will terminate automatically, as to the
relevant Fund, in the event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman--Distribution and a director; J. David Officer, Vice Chairman and a
director; Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr.,
Executive Vice President; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President -Corporate Communications; Mary
Beth Leibig, Vice President--Human Resources; Andrew S. Wasser, Vice President--
Information Services; Theodore A. Schachar, Vi ce President; Wendy Strutt, Vice
President; Richard Terres, Vice President; William H. Maresca, Controller; James
Bitetto, Assistant Secretary; Steven F. Newman, Assistant Secretary; and Mandell
L. Berman, Burton C. Borgelt, Frank V. Cahouet and Rich ard F. Syron, directors.

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

The Funds' portfolio managers are as follows:

Dreyfus Aggressive Growth Fund Paul A. LaRocco

Dreyfus Large Company Value Fund Jeffrey F. Friedman
Timothy M. Ghriskey
Douglas Ramos

Dreyfus Aggressive Value Fund Timothy M. Ghriskey
Douglas Ramos

Dreyfus Midcap Value Fund Peter I. Higgins

Dreyfus Small Company Value Fund Peter I. Higgins
Jeffrey F. Friedman

Dreyfus International Value Fund Sandor Cseh

Dreyfus Emerging Leaders Fund Paul Kandel
Hilary Woods

Dreyfus Technology Growth Fund Richard D. Wallman
Mark Herskovitz

The Manager also maintains a research department with a professional
staff of portfolio managers and securities analysts who provide research
services for the Funds and for other funds advised by the Manager.

The Manager maintains office facilities on behalf of the Funds, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not including
the management fees paid by the Funds. The Distributor may use part or all of
such payments to pay Service Agents (as de fined below) in respect of these
services. The Manager also may make such advertising and promotional
expenditures, using its own resources, as it from time to time deems
appropriate.

Expenses. All expenses incurred in the operation of the Company are
borne by the Company, except to the extent specifically assumed by the Manager.
The expenses borne by the Company include: organizational costs, taxes,
interest, loan commi tment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of Board members who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manage r or its affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees, advisory fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside audit ing and legal
expenses, costs of maintaining the Company's existence, costs of independent
pricing services, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of preparing and printing
pr ospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders, costs of shareholders' reports
and meetings, and any extraordinary expenses. In addition, Fund shares are
subject to an annual service fee. See "Shareholder Services Plan." Expenses
attributable to a particular Fund are charged against the assets of that Fund;
other expenses of the Company are allocated among the Funds on the basis
determined by the Board, including, but not limited to, proportionately in
relation to the net assets of each Fund.

As compensation for the Manager's services to the Company, the Company
has agreed to pay the Manager a monthly management fee at the annual rate of
1.00% of the value of Dreyfus International Value Fund's average daily net
assets, .90 of 1% o f the value of Dreyfus Emerging Leaders Fund's average daily
net assets and .75 of 1% of the value of each other Fund's average daily net
assets.

For the fiscal years ended October 31, 1996, 1997 and 1998, the
management fees payable by each indicated Fund, the amounts waived by the
Manager and the net fee paid by the Fund were as follows:

Management Reduction
Name of Fund Fee Pay Payable in Fee Net Fee Paid
- ------------ --------------------- -------------------- ----------------------
1996 1997 1998 1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dreyfus Large $134,679 $745,927 $1,196,867 $56,640 $54,892 $0 $78,039 $691,035 $1,196,867
Company Value Fund

Dreyfus Small $70,529 $860,360 $3,078,535 $38,175 $51,774 $0 $32,354 $808,586 $3,078,535
Company Value
Fund

</TABLE>

For the period September 29, 1995 (commencement of operations of the
following Funds) through August 31, 1996, and for the fiscal years ended August
31, 1997 and 1998, the management fees payable by each indicated Fund, the
amounts waived by the Manager and the net fee paid by the Fund were as follows:
<TABLE>
<CAPTION>

Name of Fund Management Fee Payable Reduction in Fee Net Fee Paid
- ------------- ------------------------- ---------------------- ----------------------
1996 1997 1998 1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dreyfus Aggressive $352,634 $852,091 $ 636,709 $86,505 $106,990 $247,049 $266,129 $745,101 $ 389,660
Growth Fund
Dreyfus Aggressive 43,706 $550,479 $1,127,829 $39,945 $ 99,235 $0 $ 3,761 $451,244 $1,127,829
Value Fund
Dreyfus International $122,121 $567,130 $1,359,639 $67,691 $ 18,565 $0 $ 54,430 $548,565 $1,359,639
Value Fund
Dreyfus Emerging $205,324 $665,291 $1,225,265 $89,685 $ 64,125 $0 $115,639 $601,166 $1,225,265
Leaders Fund
Dreyfus Midcap Value $ 19,408 $188,561 $ 941,508 $19,408 $ 66,302 $0 $0 $122,259 $ 941,508
Fund
Dreyfus Technology
Growth Fund* - - $61,098 - $61,098 - - $0

</TABLE>
__________________________
* For period October 13, 1997 (commencement of operations) through August 31,
1998.

As to each Fund, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee, exceed
the expense limitation of any state having jurisdiction over the Fund, the Fund
may deduct from the payment to be made to the Manager under the Agreement, or
the Manager will bear, such excess expense to the extent required by state law.
Such deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.

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

Distributor. Premier Mutual Fund Services, Inc. (the "Distributor"),
located at 60 State Street, Boston, Massachusetts 02109, serves as each Fund's
distributor on a best efforts basis pursuant to an agreement with the Company
which is renewable annually.

The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified employee benefit plans or other programs where (i) the employers or
affiliated employers mai ntaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in the
Dreyfus Family of Funds then held by Eligible Benefit Plans will be aggregated
to determine the fee payable. The Distributor will pay such f ees from its own
funds, other than amounts received from the Fund, including past profits or any
other source available to it.

Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer,
Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the Manager, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Company's transfer and
dividend disburs ing agent. Under a transfer agency agreement with the Company,
the Transfer Agent arranges for the maintenance of shareholder account records
for each Fund, the handling of certain communications between shareholders and
the Fund and the payment of dividends and distributions payable by the Fund.
For these services, the Transfer Agent receives a monthly fee computed on the
basis of the number of shareholder accounts it maintains for each Fund during
the month, and is reimbursed for certain out-of-pocket expenses. For the
indicated fiscal year end, each Fund paid the Transfer Agent the following:

Name of Fund Amount Paid to Transfer Agent
- ---------------------------------- ----------------------------

Dreyfus Large Company Value Fund(1) $135,763
Dreyfus Small Company Value Fund(1) $280,533
Dreyfus Aggressive Growth Fund(2) $155,531
Dreyfus Aggressive Value Fund(2) $136,272
Dreyfus Emerging Leaders Fund(2) $105,963
Dreyfus International Value Fund(2) $ 23,028
Dreyfus Midcap Value Fund(2) $ 99,998
Dreyfus Technology Growth Fund(3) $ 8,223
- -----------------------------------------
(1) Fiscal year ended October 31, 1998.
(2) Fiscal year ended August 31, 1998.
(3) For period October 13, 1997 (commencement of operations) through August 31,
1998.

The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian for the investments of Dreyfus International Value Fund. The
Bank of New York has no part in determining the investment policies of the Fund
or which sec urities are to be purchased or sold by the Fund. Mellon Bank, N.A.
(the "Custodian"), the Manager's parent, One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258, acts as custodian for the investments of each Fund, except
Dreyfus International Value Fund. Under a custody agreement with such Funds,
the Custodian holds the Fund's securities and keeps all necessary accounts and
records. For its custody services, the Custodian receives a monthly fee based
on the market value of each respective Fund's assets held in custody and
receives certain securities transaction charges. For the indicated fiscal year
end, each Fund (other than Dreyfus International Value Fund) paid the Custodian
the following:

Name of Fund Amount Paid to Custodian
- ---------------------------------- ------------------------

Dreyfus Large Company Value Fund(1) $ 20,765
Dreyfus Small Company Value Fund(1) $ 81,585
Dreyfus Aggressive Growth Fund(2) $ 21,512
Dreyfus Aggressive Value Fund(2) $ 31,294
Dreyfus Emerging Leaders Fund(2) $ 18,533
Dreyfus Midcap Value Fund(2) $ 23,738
Dreyfus Technology Growth Fund(3) $ 8,859
- -----------------------------------------
(1) Fiscal year ended October 31, 1998.
(2) Fiscal year ended August 31, 1998.
(3) For period October 13, 1997 (commencement of operations) through August
31, 1998.

HOW TO BUY SHARES

General. Fund shares are sold without a sales charge. You may be
charged a fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution (collectively, "Service Agents").
Stock certificates are issued only upon your written request. No certificates
are issued for fractional shares. The Fund reserves the right to reject any
purchase order.

The minimum initial investment is $2,500, or $1,000 if you are a client
of a Service Agent which maintains an omnibus account in the Fund and has made
an aggregate minimum initial purchase for its customers of $2,500. Subsequent
investments must be at least $100. However, the minimum initial investment is
$750 for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal
IRAs for a non-working spouse, Roth IRAs, IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") and rollover IRAs) and 403(b)(7) Plans with
only one participant and $500 for Dreyfus-sponsored Education IRAs, with no
minimum for subsequent purchases. The initial investment must be accompanied by
the Account Application. For full-time or par t-time employees of the Manager
or any of its affiliates or subsidiaries, directors of the Manager, Board
members of a fund advised by the Manager, including members of the Company's
Board, or the spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time employees of the
Manager or any of its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund accounts, the minimum initial
investment is $50. The Fund reserves the right to offer Fund shares without
regard to minimum purchase requirements to employees participating in certain
qualified or non-qualified employee benefit plans or other programs where
contributions or account informatio n can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary further the initial
and subsequent investment minimum requirements at any time.

Fund shares also are offered without regard to the minimum initial
investment requirements through Dreyfus-Automatic Asset Builder(R), Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the Dreyfus Step Program desc ribed under "Shareholder Services." These
services enable you to make regularly scheduled investments and may provide you
with a convenient way to invest for long-term financial goals. You should be
aware, however, that periodic investment plans do not guarantee a profit and
will not protect an investor against loss in a declining market.

Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in the
relevant Fund's Prospectus and this Statement of Additional Information, and, to
the extent permitted by Service Agents in this regard.

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

For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be concealed and the institution could
be held liable for resulting fees and/or losses.

Dreyfus TeleTransfer Privilege. You may purchase shares by telephone if
you have checked the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between the bank account
designated in one of these documents and your Fund account. Only a bank account
maintained in a domestic financial institution which is an Automated Clearing
House member may be so designated.

Dreyfus TeleTransfer purchase orders may be made at any time. Purchase
orders received by 4:00 p.m., New York time, on any business day that the
Transfer Agent and the New York Stock Exchange are open for business will be
credited to the shareholder's Fund account on the next bank business day
following such purchase order. Purchase orders made after 4:00 p.m., New York
time, on any business day the Transfer Agent and the New York Stock Exchange are
open for business, or orders made on Saturday, Sunday or any Fund holiday (e.g.,
when the New York Stock Exchange is not open for business), will be credited to
the shareholder's Fund account on the second bank business day following such
purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of shares must be drawn on, and redemption proceeds
paid to, the same bank and account as are designated on the Account Application
or Shareholder Services Form on file. If the proceeds of a particular
redemption are to be wired to an account at any other bank, the request must be
in writing and signature guaranteed. See "How to Redeem Shares Dreyfus
TeleTransfer Privilege."

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

SHAREHOLDER SERVICES PLAN

The Company has adopted a Shareholder Services Plan, pursuant to which
the Company pays the Distributor for the provision of certain services to each
Fund's shareholders a fee at the annual rate of .25 of 1% of the value of the
Fund's average daily net assets. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Company and providing reports and other information,
and services related to the maintenan ce of such shareholder accounts. Under
the Shareholder Services Plan, the Distributor may make payments to Service
Agents in respect of these services. The Distributor determines the amounts to
be paid to Service Agents.

A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred, must
be made to the Board for its review. In addition, the Shareholder Services Plan
provides that material amendments of the Shareholder Services Plan must be
approved by the Board, and by the Board members who are not "interested persons"
(as defined in the 1940 Act) of the Company and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan or in any
agreements entered into in connection with the Shareholder Services Plan, by
vote cast in person at a meeting called for the purpose of considering such
amendments. As to each Fund, the Shareholder Service s Plan is subject to
annual approval by such vote of the Board members cast in person at a meeting
called for the purpose of voting on the Shareholder Services Plan. The
Shareholder Services Plan was last so approved on February 11, 1998. The Share
holder Services Plan is terminable with respect to each Fund at any time by vote
of a majority of the Board members who are not "interested persons" and who have
no direct or indirect financial interest in the operation of the Shareholder
Services Plan or in any agreements entered into in connection with the
Shareholder Services Plan.

For the fiscal year ended October 31, 1998, the amount charged to each
indicated Fund pursuant to the Shareholder Services Plan was as follows:

Name of Fund Amount Charged
------------------------------- --------------

Dreyfus Large Company Value Fund $ 398,956
Dreyfus Small Company Value Fund $1,026,178

For the fiscal year ended August 31, 1998, the amount charged to each
indicated Fund pursuant to the Shareholder Services Plan was as follows:

Name of Fund Amount Charged
------------ --------------
Dreyfus Aggressive Growth Fund $212,236
Dreyfus Aggressive Value Fund $375,943
Dreyfus Emerging Leaders Fund $340,351
Dreyfus International Value Fund $339,910
Dreyfus Midcap Value Fund $313,836
Dreyfus Technology Growth Fund* $ 20,366
________________________
* For the period October 13, 1997 (commencement of operations) through August
31, 1998.

HOW TO REDEEM SHARES

Redemption Fee. Each Fund will deduct a redemption fee equal to 1% of
the net asset value of Fund shares redeemed (including redemptions through the
use of the Fund Exchanges service) less than 15 days following the issuance of
such shares. The redemption fee will be deducted from the redemption proceeds
and retained by the Fund and used primarily to offset the transaction costs
that short-term trading imposes on the Fund and its shareholders. For purposes
of calculating the 15-day ho lding period, the Fund will employ the "first-in,
first-out" method, which assumes that the shares you are redeeming or
exchanging are the ones you have held the longest.

No redemption fee will be charged on the redemption or exchange of
shares (1) through the Fund's Automatic Withdrawal Plan or Dreyfus Auto Exchange
Privilege, (2) through accounts that are reflected on the records of the
Transfer Agent as omn ibus accounts approved by Dreyfus Service Corporation, (3)
through accounts established by Service Agents approved by Dreyfus Service
Corporation that utilize the National Securities Clearing Corporation's
networking system, or (4) acquired through t he reinvestment of dividends or
capital gains distributions. The redemption fee may be waived, modified or
terminated at any time.

Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions from
any person representing himself or herself to be you and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, the Company will initiate
payment for shares redeemed pursuant to this Privilege on the next business day
after receipt by the Transfer Agent of the redemption request in proper form.
Redemption proceeds ($1,000 minimum) will be transferred by Federal Reserve
wire only to the commercial bank account specified by you on the Account
Application or Shareholder Services Form, or to a correspondent bank if your
bank is not a member of the Federal Reserve System. Fees ordinarily are imposed
by such bank and borne by you. Immediate notification by the correspondent bank
to your bank is necessary to avoid a delay in crediting the funds to your bank
account.

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

Transfer Agent's
Transmittal Code Answer Back Sign
---------------- ----------------
144295 144295 TSSG PREP

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

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

Dreyfus TeleTransfer Privilege. You may request by telephone that
redemption proceeds be transferred between your Fund account and your bank
account. Only a bank account maintained in a domestic financial institution
which is an Automated Clearing House member may be designated. Holders of
jointly registered Fund or bank accounts may redeem through the Dreyfus
TeleTransfer Privilege for transfer to their bank account not more than $250,000
within any 30-day period. You should be aware that if you have selected the
Dreyfus TeleTransfer Privilege, any request for a wire redemption will be
effected as a Dreyfus TeleTransfer transaction through the Automated Clearing
House ("ACH") system unless more prompt transmittal specifically i s requested.
Redemption proceeds will be on deposit in your account at an ACH member bank
ordinarily two business days after receipt of the redemption request. See "How
to Buy Shares Dreyfus TeleTransfer Privilege."

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

Redemption Commitment. The Company has committed itself to pay in cash
all redemption requests by any shareholder of record of a Fund, limited in
amount during any 90 day period to the lesser of $250,000 or 1% of the value of
such Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission and is a fundamental policy of the Company which may not be changed
without shareholder approval. In the case of requests for redemption in
excess of such amount, the Board reserves the right to make payments in whole
or in part in securities or other assets in case of an emergency or any time a
cash distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In such event, the securities would be valued in
the same manner as the Fund's securities are valued. If the recipient sold
such securities, brokerage charges may be incurred.

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

SHAREHOLDER SERVICES

Fund Exchanges. You may purchase, in exchange for shares of a Fund,
shares of certain other funds managed or administered by the Manager, to the
extent such shares are offered for sale in your state of residence. A 1%
redemption fee will be charged upon an exchange of Fund shares where the
exchange occurs less than 15 days following the issuance of such shares.
Shares of other funds purchased by exchange, will be purchased on the basis of
relative net asset value per share as follows:

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

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

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

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

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

To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless you check the appli cable "No" box on the Account Application, indicating
that you specifically refuse this Privilege. By using the Telephone Exchange
Privilege, you authorize the Transfer Agent to act on telephonic instructions
(including over The Dreyfus Touch(R) automated telephone system) from any person
representing himself or herself to be you and reasonably believed by the
Transfer Agent to be genuine. Telephone exchanges may be subject to limitations
as to the amount involved or the number of telephone exch anges permitted.
Shares issued in certificate form are not eligible for telephone exchange. No
fees currently are charged shareholders directly in connection with exchanges,
although the Company reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission.

To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made.

Dreyfus Auto Exchange Privilege. Dreyfus Auto Exchange Privilege
permits you to purchase, in exchange for shares of a Fund, shares of another
fund in the Dreyfus Family of Funds. This Privilege is available only for
existing accounts. Shar es will be exchanged on the basis of relative net asset
value as described above under "Fund Exchanges." Enrollment in or modification
or cancellation of this Privilege is effective three business days following
notification by you. You will be not ified if your account falls below the
amount designated to be exchanged under this Privilege. In this case, your
account will fall to zero unless additional investments are made in excess of
the designated amount prior to the next Auto Exchange tran saction. Shares held
under IRA and other retirement plans are eligible for this Privilege. Exchanges
of IRA shares may be made between IRA accounts and from regular accounts to IRA
accounts, but not from IRA accounts to regular accounts. With resp ect to all
other retirement accounts, exchanges may be made only among those accounts.

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

Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1 800 645 6561. The Company reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges service or
Dreyfus Auto Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.

Dreyfus-Automatic Asset Builder(R). Dreyfus-Automatic Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased by
transferring funds from the bank account designated by you.

Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social Security,
or certain veterans' military or other payments from the U.S. Government
automatically deposited into your fund account. You may deposit as much of such
payments as you elect.

Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you
to purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon you employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. It is the sole
responsibility of your employer, not the Distributor, the Manager, the Fund, the
Transfer agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan.

Dreyfus Step Program. Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-Automatic Asset Builder(R), Dreyfus Government Direct Deposit
Privilege or Drey fus Payroll Savings Plan. To establish a Dreyfus Step Program
account, you must supply the necessary information on the Account Application
and file the required authorization form(s) with the Transfer Agent. For more
information concerning this Program, or to request the necessary authorization
form(s), please call toll free 1-800-782-6620. You may terminate your
participation in this Program at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan, as the case may be, as provided under the terms of
such Privilege(s). The Fund may modify or terminate this Program at any time.
If you wish to purchase Fund shares through the Dreyfus Step Program in
conjunction with a Dreyfus-sponsored retirement plan, you may do so only for
IRAs, SEP-IRAs and rollover IRAs.

Dreyfus Dividend Options. Dreyfus Dividend Sweep allows you to invest
automatically your dividends or dividends and capital gain distributions, if
any, from a Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of other funds purchased pursuant to this
privilege will be purchased on the basis of relative net asset value per share
as follows:

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

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

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

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

Dreyfus Dividend ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from a Fund to a designated
bank account. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. Banks may
charge a fee for this service.

Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. Withdrawal
payments are the proceeds from sales of Fund shares, not the yield on the
shares. If withdrawal payments exceed reinvested dividends and distributions,
the investor's shares will be reduced and eventually may be depleted. Automatic
Withdrawal may be terminated at any time by the investor, the Company or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.

Corporate Pension/Profit-Sharing and Retirement Plans. The Company
makes available to corporations a variety of prototype pension and profit-
sharing plans, including a 401(k) Salary Reduction Plan. In addition, the
Company makes available Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain deta ils on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs (except SEP-IRAs), please call 1-800-645-6561; or for SEP-IRAs, 401(k)
Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.

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

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

Shares may be purchased in connection with these plans only by direct
remittance to the entity acting as custodian. Purchases for these plans may not
be made in advance of receipt of funds.

The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is $2,500
with no minimum for subsequent purchases. The minimum initial investment is
$750 for Dreyfus sponsored Keogh Plans, IRAs (including regular IRAs, spousal
IRAs for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and
403(b)(7) Plans with only one participant and $500 for Dreyfus-sponsored
Education IRAs, with no minimum for subsequent purchases.

You should read the prototype retirement plan and the appropriate form
of custodial agreement for further details on eligibility, service fees and tax
implications, and should consult a tax adviser.

DETERMINATION OF NET ASSET VALUE

Valuation of Portfolio Securities. Each Fund's securities, including
covered call options written by a Fund, are valued at the last sale price on the
securities exchange or national securities market on which such securities
primarily are traded. Securities not listed on an exchange or national
securities market, or securities in which there were no transactions, are valued
at the average of the most recent bid and asked prices, except in the case of
open short positions where the asked price is used for valuation purposes. Bid
price is used when no asked price is available. Any assets or liabilities
initially expressed in terms of foreign currency will be translated into U.S.
dollars at the midpoint of the New York interbank ma rket spot exchange rate as
quoted on the day of such translation or, if no such rate is quoted on such
date, such other quoted market exchange rate as may be determined to be
appropriate by the Manager. Forward currency contracts will be valued at the
current cost of offsetting the contract. If a Fund has to obtain prices as of
the close of trading on various exchanges throughout the world, the calculation
of net asset value may not take place contemporaneously with the determination
of prices of certain of the Funds' securities. Short term investments are
carried at amortized cost, which approximates value. Expenses and fees,
including the management fee and fees pursuant to the Shareholder Services Plan,
are accrued daily and taken in to account for the purpose of determining the net
asset value of a Fund's shares.

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

Management of the Company believes that each Fund has qualified for its
most recent fiscal year as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended (the "Code"). Each Fund intends to continue to
so qualify if such qualification is in the best interests of its shareholders.
As a regulated investment company, the Fund will pay no Federal income tax on
net investment income and net realized securities gains to the extent that such
income and gains are distributed to shareholders in accordance with applicable
provisions of the Code. To qualify as a regulated investment company, the Fund
must distribute at least 90% of its net income (consisting of net investment
income and net short term capital gain) to its shareholders and meet certain
asset diversification and other requirements. If a Fund did not qualify as a
regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax. The term "regulated
investment company" does not imply the supervision of management or investment
practices or policies by any government agency.

If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividends or distributions and all future dividends and distributions payable
to you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.

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

Depending upon the composition of a Fund's income, the entire amount or
a portion of the dividends paid by such Fund from net investment income may
qualify for the dividends received deduction allowable to qualifying U.S.
corporate shareholde rs ("dividends received deduction"). In general, dividend
income from a Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent that such
Fund's income consists of dividends paid by U.S. corporations. However, Section
246(c) of the Code provides that if a qualifying corporate shareholder has
disposed of Fund shares held for less than 46 days, which 46 days generally must
be during the 90-day period commencing 45 days before the shares become ex-
dividend, and has received a dividend from net investment income with respect to
such shares, the portion designated by the Fund as qualifying for the dividends
received deduction will not be eligible for such shareholder's divi dends
received deduction. In addition, the Code provides other limitations with
respect to the ability of a qualifying corporate shareholder to claim the
dividends received deduction in connection with holding Fund shares.

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

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

Under Section 1256 of the Code, any gain or loss realized by a Fund from
certain financial futures or forward contracts and options transactions (other
than those taxed under Section 988 of the Code) will be treated as 60% long term
capital gain or loss and 40% short term capital gain or loss. Gain or loss
will arise upon exercise or lapse of such contract and option as well as from
closing transactions. In addition, any such contract or option remaining
unexercised at the end of the Fund's taxable year will be treated as sold for
their then fair market value, resulting in additional gain or loss to such Fund
characterized in the manner described above.

Offsetting positions held by a Fund involving certain financial futures
or forward contracts or options transactions may be considered, for tax
purposes, to constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property. The tax treatment
of "straddles" is governed by Sections 1092 and 1258 of the Code, which, in
certain circumstances, override or modify the provisions of Sections 1256 and
988 of the Code. As such, all or a portion of any short or long term capital
gain from certain "straddle" transactions may be recharacterized to ordinary
income.

If a Fund were treated as entering into "straddles" by reason of its
engaging in financial futures or, forward contracts or options transactions,
such "straddles" would be characterized as "mixed straddles" if the futures or,
forward contract s or options transactions comprising a part of such "straddles"
were governed by Section 1256 of the Code. A Fund may make one or more
elections with respect to "mixed straddles." Depending upon which election is
made, if any, the results to the Fund may differ. If no election is made, to
the extent the "straddle" and conversion transaction rules apply to positions
established by the Fund, losses realized by the Fund will be deferred to the
extent of unrealized gain in the offsetting position. Moreover, as a result of
the "straddle" and conversion transaction rules, short term capital loss on
"straddle" positions may be recharacterized as long term capital loss, and long
term capital gain on "straddle" positions may be treated as short term capital
gains or ordinary income.

The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally will apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures or forward contract, or offsetting notional principal contract
(collectively, a "Contract") with respect to the same or substantially identical
property or (2) holds an appreciated financial position that is a Contract and
then acquires property that is the same as, or substantially identical to, the
underlying property. In each instance, with certain exceptions, the Fund
generally will be taxed as if the appreciated financial position were sold at
its fair market value on the date the Fund enters into the financial position or
acquires the property, respectively. Transactions that are identified hedging
or straddle transactions under other provisions of the Code can be subject to
the constructive sale provisions.

If a Fund invests in an entity that is classified as a "passive foreign
investment company" ("PFIC") for Federal income tax purposes, the operation of
certain provisions of the Code applying to PFICs could result in the imposition
of certain Federal income taxes on the Fund. In addition, gain realized from
the sale or other disposition of PFIC securities held beyond the end of the
Fund's taxable year may be treated as ordinary income under Section 1291 of the
Code and, with respect to PF IC securities that are marked-to-market, under
Section 1296 of the Code.

PORTFOLIO TRANSACTIONS

The Manager assumes general supervision over placing orders on behalf of
the Company for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best judgment
of the Manager and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most favorable net
price. Subject to this consideration, the brokers selected will include those
that supplement the Manager's research facilities with statistical data,
investment information, economic facts and opinions. Information so received is
in addition to and not in lieu of services required to be performed by the
Manager and the Manager's fees are not reduced as a consequence of the receipt
of such supplemental information. Such information may be useful to the Manager
in serving both the Company and other funds which it advises and, conversely,
supplemental information obtained by the placement of business of other clients
may be useful to the Manager in carrying out its obligations to the Company.

Sales by a broker of shares of a Fund or other funds advised by the
Manager or its affiliates may be taken into consideration, and brokers also will
be selected because of their ability to handle special executions such as are
involved in large block trades or broad distributions, provided the primary
consideration is met. Large block trades may, in certain cases, result from two
or more funds advised or administered by the Manager being engaged
simultaneously in the purchase or sale of the same security. Certain of the
Funds' transactions in securities of foreign issuers may not benefit from the
negotiated commission rates available to the Funds for transactions in
securities of domestic issuers. When transactions are executed in the over-
the-counter market, each Fund will deal with the primary market makers unless a
more favorable price or execution otherwise is obtainable. Foreign exchange
transactions are made with banks or institutions in the interbank market at
prices reflecting a mark-up or mark-down and/or commission.

Portfolio turnover may vary from year to year as well as within a year.
In periods in which extraordinary market conditions prevail, the Manager will
not be deterred from changing a Fund's investment strategy as rapidly as needed,
in which case higher turnover rates can be anticipated which would result in
greater brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by the Manager based upon its knowledge of available
information as to the general level of commissions paid by other institutional
investors for comparable services.

For the fiscal years ended October 31, 1996, 1997 and 1998, the amounts
paid by the indicated Funds for brokerage commissions, gross spreads and
concessions on principal transactions, none of which was paid to the
Distributor, were as follows :

Name of Fund Brokerage Commissions Paid
1996 1997 1998
---- ---- ----

Dreyfus Large Company Value Fund $358,011 $ 584,746 $ 912,073
Dreyfus Small Company Value Fund $223,341 $1,304,668 $1,870,438
________________

For the fiscal years ended August 31, 1996, 1997 and 1998 the amounts
paid by the indicated Funds for brokerage commissions, gross spreads and
concessions on principal transactions, none of which was paid to the
Distributor, were as follows:

Name of Fund
1996(1) 1997 1998
------- ---- -----
Dreyfus Aggressive
Growth Fund $2,840,340 $ 945,195 $ 536,245
Dreyfus Aggressive
Value Fund $ 375,964 $ 63,570 $ 962,236
Dreyfus Emerging
Leaders Fund $ 948,862 $2,104,861 $2,289,601
Dreyfus International
Value Fund $96,586 $ 275,265 $ 340,173
Dreyfus Midcap Value
Fund $77,113 $ 408,251 $ 726,775
Dreyfus Technology
Growth Fund - - $ 206,639(2)
__________________________
(1) For the period September 29, 1995 (commencement of operations) through
August 31, 1996.
(2) For the period October 13, 1997 (commencement of operations) through
August 31, 1998.

The aggregate amount of transactions during the last fiscal year in
securities effected on an agency basis through a broker for, among other things,
research services, and the commissions and concessions related to such
transactions were as follows:

Transaction Amount Commissions & Concessions
---------------- -------------------------
Dreyfus Large Company
Value Fund $58,857,362 $ 67,075
Dreyfus Aggressive
Growth Fund $ 1,442,981 $ 6,140
Dreyfus Aggressive
Value Fund $59,461,491 $ 67,802
Dreyfus Emerging
Leaders Fund $22,144,136 $ 66,038
Dreyfus International
Value Fund 0 0
Dreyfus Technology
Growth Fund $ 4,898,260 $ 5,302

The Company contemplates that, consistent with the policy of obtaining
the most favorable net price, brokerage transactions may be conducted through
the Manager or its affiliates, including Dreyfus Investment Services Corporation
("DISC"). The Company's Board has adopted procedures in conformity with Rule
17e-1 under the 1940 Act to ensure that all brokerage commissions paid to the
Manager or its affiliates are reasonable and fair.

During the fiscal years ended August 31, 1996 and 1997, Dreyfus
Aggressive Value Fund paid brokerage commissions of $5,943, and $39,084,
respectively, to DISC. During the fiscal year ended August 31, 1997, this
amounted to approximately 9% of the aggregate brokerage commissions paid by the
fund for transactions involving approximately 20% of the aggregate dollar amount
of transactions for which the fund paid brokerage commissions.

During the fiscal years ended October 31, 1996 and 1997, Dreyfus Large
Company Value Fund paid brokerage commissions of $17,828 and $47,101,
respectively, to DISC. During the fiscal year ended October 31, 1997, this
amounted to approximately 10% of the aggregate brokerage commissions paid by
the fund for transactions involving approximately 23% of the aggregate dollar
amount of transactions for which the fund paid brokerage commissions.

With respect to Dreyfus Large Company Growth Fund, Dreyfus Small Company
Growth Fund, Dreyfus Aggressive Growth Fund, Dreyfus Aggressive Value Fund,
Dreyfus Midcap Value Fund, Dreyfus International Equity Fund, Dreyfus Emerging
Leaders Fund a nd Dreyfus Technology Growth Fund, there were no brokerage
commissions paid to the Manager or its affiliates for their most current fiscal
years.

PERFORMANCE INFORMATION

Performance for each Fund for the period ended August 31, 1998 (October
31, 1998 with respect to Dreyfus Large Company Value Fund and Dreyfus Small
Company Value Fund), was as follows:

Average Annual Average Annual
Total Return Total Return Total Return
Since Inception Since Inception One Year
--------------- --------------- --------------
Dreyfus Large Company
Value Fund(1) 124.19% 18.15% 4.83
Dreyfus Small Company
Value Fund(1) 82.10% 13.18% (20.83%)
Dreyfus Aggressive
Growth Fund(2) 60.45% (12.13%) (57.30%)
Dreyfus Aggressive Value
Fund(2) 131.14% 24.99% (17.02%)
Dreyfus Midcap Value
Fund(2) 97.24% 13.13% (27.32%)
Dreyfus International
Value Fund(2) 23.17% 7.17% (0.62%)
Dreyfus Emerging
Leaders Fund(2) 111.03% 24.18% (10.82%)
Dreyfus Technology
Growth Fund (3) - (3.12%) -

_______________________________________
(1) Commencement of operations: December 29, 1993.
(2) Commencement of operations: September 29, 1995.
(3) Commencement of operations: October 13, 1997.

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

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

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

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

INFORMATION ABOUT THE COMPANY AND FUNDS

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

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

The Company is a "series fund," which is a mutual fund dividend into
separate portfolios, each of which is treated as a separate entity for certain
matters under the 1940 Act and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other portfolio. For
certain matters shareholders vote together as a group; as to others they vote
separately by portfolio.

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

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

Each Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient port folio management and, consequently, can be detrimental to the
Fund's performance and its shareholders. Accordingly, if the Company's
management determines that an investor is engaged in excessive trading, the
Company, with or without prior notice, may temporarily or permanently terminate
the availability of Fund Exchanges, or reject in whole or part any purchase or
exchange request, with respect to such investor's account. Such investors also
may be barred from purchasing other funds in the Dr eyfus Family of Funds.
Generally, an investor who makes more than four exchanges out of a Fund during
any calendar year or who makes exchanges that appear to coincide with an active
market-timing strategy may be deemed to be engaged in excessive tra ding.
Accounts under common ownership or control will be considered as one account for
purposes of determining a pattern of excessive trading. In addition, the
Company may refuse or restrict purchase or exchange requests by any person or
group if, in the judgment of the Company's management, the Fund would be unable
to invest the money effectively in accordance with its investment objective and
policies or could otherwise be adversely affected or if the Fund receives or
anticipated receiving simultaneous orders that may significantly affect the
Fund (e.g., amounts equal to 1% or more of the Fund's total assets). If an
exchange request is refused, the Company will take no other action with respect
to the shares until it receives further instructions from the investor. A Fund
may delay forwarding redemption proceeds for up to seven days if the investor
redeeming shares is engaged in excessive trading or if the amount of the
redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Company's policy on
excessive trading applies to investors who invest in a Fund directly or through
financial intermediaries, but does not apply to the Dreyfus Auto-Exchange
Privilege, to any automatic investment or withdrawal privilege described
herein, or to participants in employer-sponsored retirement plans.

During times of drastic economic or market conditions, the Company may
suspend Fund Exchanges temporarily without notice and treat exchange requests
based on their separate components redemption orders with a simultaneous request
to purchase the other fund's shares. In such a case, the redemption request
would be processed at the Fund's next determined net asset value but the
purchase order would be effective only at the net asset value next determined
after the fund being purchased rec eives the proceeds of the redemption, which
may result in the purchase being delayed.

COUNSEL AND INDEPENDENT AUDITORS

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Company, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursua nt to each Fund's Prospectus.

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

FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT AUDITORS

The Annual Report to Shareholders for the fiscal year ended August 31,
1998 for Dreyfus Aggressive Growth Fund, Dreyfus Aggressive Value Fund, Dreyfus
Emerging Leaders Fund, Dreyfus International Value Fund, Dreyfus Midcap Value
Fund and Drey fus Technology Growth Fund, and the Annual Report to Shareholders
for the fiscal year ended October 31, 1998 for Dreyfus Large Company Value Fund
and Dreyfus Small Company Value Fund are separate documents supplied with this
Statement of Additional I nformation, and the financial statements, accompanying
notes and reports of independent auditors appearing therein are incorporated by
reference into this Statement of Additional Information.

APPENDIX

Description of certain ratings assigned by S&P, Moody's, Fitch IBCA,
Inc. ("Fitch") and Duff & Phelps Credit Rating Co. ("Duff"):

S&P

Bond Ratings

AAA

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

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

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

BBB

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

Debt rated BB have less near term vulnerability to default than other
speculative grade debt. However, they face major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to inadequate cap acity to meet timely interest and principal payments.

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

CCC

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

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

Commercial Paper Rating

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

A-1

This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+)
designation.

A-2

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

A-3

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

Moody's

Bond Ratings
Aaa

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

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may n ot be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.

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

Baa

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

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

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

Caa

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

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

Commercial Paper Rating

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

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

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

Fitch

Bond Ratings

The ratings represent Fitch's assessment of the issuer's ability to meet
the obligations of a specific debt issue or class of debt. The ratings take
into consideration special features of the issue, its relationship to other
obligations of t he issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's future financial strength
and credit quality.

AAA

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

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

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

BBB

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

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

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

CCC

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

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

Short-Term Ratings

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

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

F-1+

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

F-1

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

Duff

Bond Ratings

AAA

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

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

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

BBB

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

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

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

CCC

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

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

Commercial Paper Rating

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

DREYFUS GROWTH AND VALUE FUNDS, INC

PART C. OTHER INFORMATION
_________________________

Item 23. Exhibits
_______ __________

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

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

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

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

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

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

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

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

(j) Consent of Independent Auditors.

(n) Financial Data Schedule.

Item 23. Exhibits. - List (continued)
_______ _____________________________________________________

Other Exhibits
______________

(a) Powers of Attorney of the Board members and officers are
incorporated by reference to Other Exhibits (a) of Post-
Effective Amendment No. 13 to the Registration Statement on
Form N-1A, filed on February 27, 1998.

(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed on February 27,
1998.

Item 24. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________

Not Applicable

Item 25. Indemnification
_______ _______________

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

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

Item 26. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________

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

Item 26. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________

Officers and Directors of Investment Adviser
____________________________________________

Name and Position
with Dreyfus Other Businesses
_________________ ________________

W. KEITH SMITH Senior Vice Chairman:
Chairman of the Mellon Bank, N.A.*;
Board President and Director:
The Bridgewater Land Co., Inc.**;
Mellon Preferred Capital Corporation**;
TBC Securities Co., Inc.**;
Wellington-Medford II Properties, Inc.**;
Chairman, President and Chief Executive Officer:
Shearson Summit Euromanagement, Inc.*;
Shearson Summit EuroPartners, Inc.*;
Shearson Summit Management, Inc.*;
Shearson Summit Partners, Inc.*;
Shearson Venture Capital, Inc.*;
Chairman and Chief Executive Officer:
The Boston Company, Inc.**;
Boston Safe Deposit and Trust Company**;
Boston Group Holdings, Inc.**;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
The Boston Company Asset Management, Inc.**;
Mellon Europe Limited
London, England;
Mellon Global Investing Corp.*;
Mellon Accounting Services, Inc.*;
MGIC-UK Ltd.;
Mellon Capital Management Corporation***;
Chairman:
Mellon Financial Company*;
Buck Consultants, Inc.
1 Pennsylvania Plaza, 29th Floor
New York, New York 10019;
Director and Vice Chairman:
Mellon Financial Services Corporation*;
Mellon Bank Corporation*;
Trustee:
Laurel Capital Advisors, LLP*;
Mellon Equity Associates, LLP*;
Mellon Bond Associates, LLP*;
Past Director:
Access Capital Strategies Corp.
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138
W. KEITH SMITH Past Trustee:
Chairman of the Board Franklin Portfolio Associates Trust
(continued) 2 International Place, 22nd Floor
Boston, MA 02110

MANDELL L. BERMAN Real estate consultant and private investor:
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034

BURTON C. BORGELT Director:
Director Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880;
Mellon Bank Corporation*;
Mellon Bank, N.A.*

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

STEPHEN E. CANTER Chairman and President:
Vice Chairman, Dreyfus Investment Advisors, Inc.****;
Chief Investment Director:
Officer, and a The Dreyfus Trust Company+;
Director Acting Chief Executive Officer:
Founders Asset Management, Inc.
2930 E. 3rd Avenue
Denver, CO 80206

CHRISTOPHER M. CONDRON President and Chief Operating Officer:
President, Chief Mellon Bank, N.A.*;
Executive Officer, President and Director:
Chief Operating Boston Safe Advisors, Inc.**;
Officer and a Vice-Chairman and Director:
Director Mellon Bank Corporation*;
The Boston Company, Inc.**;
Director:
Certus Asset Advisors Corporation++;
Mellon Capital Management Corporation***;
Boston Safe Deposit and Trust Company**;

CHRISTOPHER M. CONDRON Past President and Director:
President, Chief The Boston Company Financial Services, Inc.**;
Executive Officer, Boston Safe Deposit and Trust Company**;
Chief Operating Past President:
Officer and a Director The Boston Company Financial Strategies,
(continued) Inc.**;
Acting Chief Executive Officer:
Founders Asset Management, Inc.
Denver, CO
Past Director:
Mellon Preferred Capital Corporation**;
Access Capital Strategies Corp.
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138;
Past Chairman, President, and Chief Executive Officer:
The Boston Company Asset Management, Inc.**;
Past Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Past Trustee:
Franklin Portfolio Associates Trust
2 International Place, 22nd Floor
Boston, MA. 02710;
Mellon Bond Associates, LLP*;
Mellon Equity Associates, LLP*;

LAWRENCE S. KASH Executive Vice President:
Vice Chairman- Mellon Bank, N.A.*;
Distribution and a Chairman, President and Director:
Director The Dreyfus Consumer Credit Corporation****;
Trustee, President and Chief Executive Officer:
Laurel Capital Advisors, LLP*;
Director:
Dreyfus Investment Advisors, Inc.****;
Seven Six Seven Agency, Inc.****;
President and Director:
Dreyfus Service Corporation+;
Dreyfus Precious Metals, Inc.+;
Dreyfus Service Organization, Inc.****;
The Boston Company, Inc.**;
Boston Group Holdings, Inc.**;
Chairman and Chief Executive Officer:
Dreyfus Brokerage Services, Inc.
401 North Maple Avenue
Beverly Hills, CA 90210;
Chairman, President and Chief Executive Officer:
The Dreyfus Trust Company+;
The Boston Company Advisors, Inc.
Wilmington, DE.

J. DAVID OFFICER Director:
Vice Chairman Dreyfus Financial Services Corporation*****;
and a Director Dreyfus Investment Services Corporation*****;

J. DAVID OFFICER Mellon Trust of Florida
Vice Chairman 2875 Northeast 191st Street
and a Director North Miami Beach, Florida 33180;
(continued) Mellon Preferred Capital Corporation**;
Boston Group Holdings, Inc.**;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Dreyfus Insurance Agency of Massachusetts, Inc.
53 State Street
Boston, Massachusetts 02109;
Executive Vice President:
Dreyfus Service Corporation****;
Mellon Bank, N.A.*;
Vice Chairman and Director:
The Boston Company, Inc.**;
President and Director:
RECO, Inc.**;
The Boston Company Financial Services, Inc.**;
Boston Safe Deposit and Trust Company**;

RICHARD F. SYRON Chairman of the Board and Chief Executive Officer:
Director American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934

RONALD P. O'HANLEY III Director:
Vice Chairman The Boston Company Asset Management, LLC**;
TBCAM Holding, Inc.**;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation***;
Certus Asset Advisors Corporation++;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.**;

RONALD P. O'HANLEY III Partner Representative:
Vice Chairman Pareto Partners
(continued) 271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP*;
Mellon Equity Associates, LLP*;
Trustee:
Laurel Capital Advisors, LLP*;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.*;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts

WILLIAM T. SANDALLS, JR. Chairman and Director:
Executive Vice President Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Dreyfus-Lincoln, Inc.
4500 New Linden Hill Rd.
Wilmington, DE 19808;
Executive Vice President and Chief Financial Officer:
Dreyfus Service Corporation****;
Executive Vice President, Treasurer and Director:
Dreyfus Service Organization, Inc.****;
Director and Treasurer:
Dreyfus Investment Advisors, Inc.****;
Seven Six Seven Agency, Inc.****;
Dreyfus Precious Metals, Inc.+;
Director, Vice President and Treasurer:
The Dreyfus Consumer Credit Corporation****;
The TruePenny Corporation****
Director, Treasurer and Chief Financial Officer:
The Dreyfus Trust Company+;
Past Director and President:
Lion Management, Inc.****;
Dreyfus Partnership Management, Inc.****;
Past Director and Executive Vice President:
Dreyfus Service Organization, Inc.****;
Past Director and Treasurer:
Dreyfus Personal Management, Inc.****

MARK N. JACOBS Director:
Vice President, Dreyfus Service Organization, Inc.****;
General Counsel The Dreyfus Trust Company+;
and Secretary Dreyfus Investment Advisors, Inc.****;
Director and President:
The TruePenny Corporation****;
Past Director, Vice President and Secretary:
Lion Management, Inc.****
Past Secretary:
The TruePenny Corporation****;
Dreyfus Investment Advisers****

PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications

MARY BETH LEIBIG None
Vice President-
Human Resources

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

THEODORE A. SCHACHAR Vice President:
Vice President Dreyfus Service Corporation****;
Dreyfus Investment Advisers, Inc.****;
Dreyfus Precious Metals, Inc.+;
Dreyfus Service Organization, Inc.****

WENDY STRUTT None
Vice President

RICHARD TERRES None
Vice President

WILLIAM H. MARESCA Director:
Controller The Dreyfus Trust Company+;
Chief Financial Officer:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
Assistant Treasurer:
Dreyfus Service Organization, Inc.****

JAMES BITETTO Secretary:
Assistant Secretary The TruePenny Corporation****;
Assistant Secretary:
Dreyfus Service Corporation****;
Dreyfus Investment Advisers, Inc.****;
Dreyfus Service Organization, Inc.****

STEVEN F. NEWMAN Vice President, Secretary and Director:
Assistant Secretary Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
Secretary:
Dreyfus Service Organization, Inc.****

______________________________________
* The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
** The address of the business so indicated is One Mellon Bank Place,
Boston, Massachusetts, 02108.
*** The address of the business so indicated is 595 Market Street, Suite
3000, San Francisco CA 94105.
**** The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
***** The address of the business so indicated is Union Trust Building,
501 Grant Street, Pittsburgh, PA 15259.
+ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York, 11556-0144.
++ The address of the business so indicated is One Bush Street, Suite
450, San Francisco, CA. 94104.

Item 27. Principal Underwriters
________ ______________________

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

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

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

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

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

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

Paul Prescott+ Vice President None

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

John W. Gomez+ Director None

William J. Nutt+ Director None

________________________________
+ Principal business address is 60 State Street, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.

Item 28. Location of Accounts and Records
_______ ________________________________

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

2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258

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

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

Item 29. Management Services
_______ ___________________

Not Applicable

Item 30. Undertakings
_______ ____________

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(a) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York on the 17th day of December, 1998.

DREYFUS GROWTH AND VALUE FUNDS, INC.

BY: /s/Marie E. Connolly*
---------------------------
Marie E. Connolly, President

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

Signatures Title Date
__________________________ _______________________________ _________

/s/Marie E. Connolly* President and Treasurer 12/17/98
Marie E. Connolly (Principal Executive, Financial
and Accounting Officer)

/s/Joseph S. DiMartino* Director 12/17/98
_______________________
Joseph S. DiMartino

/s/John M. Fraser, Jr.* Director 12/17/98
- ------------------------
John M. Fraser, Jr.

/s/David P. Feldman* Director 12/17/98
- ------------------------
David P. Feldman

/s/Ehud Houminer* Director 12/17/98
- ------------------------
Ehud Houminer

/s/Gloria Messinger* Director 12/17/98
- ------------------------
Gloria Messinger

/s/Jack R. Meyer* Director 12/17/98
- ------------------------
Jack R. Meyer

/s/John Szarkowski* Director 12/17/98
- ------------------------
John Szarkowski

/s/Anne Wexler* Director 12/17/98
- ------------------------
Anne Wexler

*BY: /s/Michael S. Petrucelli
--------------------------
Michael S. Petrucelli,
Attorney-in-Fact

EXHIBIT INDEX

(j) Consent of Independent Auditors

(n) Financial Data Schedules

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Counsel and Independent Auditors" and to the use
of our report dated December 10, 1998 for Dreyfus Small Company Value Fund,
which is incorporated by reference, in this Registration Statement (Form N-
1A No. 33-51061) of Dreyfus Growth and Value Funds, Inc.

ERNST & YOUNG LLP

New York, New York
December 17, 1998

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