DREYFUS GROWTH & VALUE FUNDS INC
N-30D, 1998-11-20
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DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

LETTER TO SHAREHOLDERS

Dear Shareholder:

  For  the  12-month period ended August 31, 1998, the Dreyfus Midcap Value Fund
produced a total return of
- -27.32% .*  This  was  significantly  behind  the total return of -6.69% for the
Russell  Midcap  Index,  which  serves  as your Fund's benchmark.** It should be
noted  that  the  last  day  of  the  reporting  period, August 31, 1998 saw the
sharpest  drop  in  equity prices in many years. In early September, some of the
lost ground was regained.

The Fund invests principally in companies with a market capitalization between
$400  million  and  $4 billion. The average company in the portfolio today has a
market  cap  of  $1.5  billion,  which  is considerably smaller than the Russell
Midcap  Index  average  of $4.8 billion. Smaller stocks have performed poorly in
recent  months  relative  to larger stocks and this contributed significantly to
our underperformance.

ECONOMIC REVIEW

So far in 1998, the main regions of the world have had very different economic
fundamentals.  The  U.S.  entered  the  year  with  a  strong  economy near full
employment, with unemployment only slightly above 4%. The tight labor market led
the  Federal  Reserve Board to contemplate a rise in interest rates early in the
year.  The  U.S.  economy  cooled enough over the months that the Fed decided to
stand  pat.  Evidence  of  economic  cooling continued to accumulate and worries
about  the  world  economy  intensified.  World  economic  weakness  has shifted
expectations  towards  monetary  easing.  After  many  years  of subpar economic
growth,  continental  Europe  moved into a better economic expansion. Unlike the
U.S.,  Europe  has substantial excess capacity of productive plant and labor. In
Asia,  weak  economies were pervasive as a result of the Asian financial crisis.
The   Latin  American  economies  weakened  as  the  financial  stresses  spread
throughout that region.

  A  main  influence  on  the  U.S.  economy this year was the foreign financial
crisis  and cooling of the world economy. The positive effects hit first. Actual
inflation  and  expected  inflation  dropped,  causing  a  decline  in long-term
Treasury bond yields and mortgage rates. This caused a boom in housing. The fall
in inflation helped the consumer sector as more of the growth in consumer income
was  left  over  after  inflation to buy goods and services. Consumers benefited
from  a  combination  of  good  growth in income after inflation, a strong labor
market and past increases in the prices of assets they owned.

  The  negative  effect  of  Asian  weakness was directed towards the industrial
sector  more than the consumer sector. Corporate profits weakened, especially in
Asian-impacted  sectors such as world-traded commodities (oil, metals and paper)
and  exporters.  One  result  of  the industrial weakness was to cool off a U.S.
economy    that    had    been    growing    rapidly.

  The  major  change  in  the  economic  outlook  over  recent months has been a
downward  shift  in  expectations  for  world  economic  growth. A credit crunch
developed in emerging countries and former communist countries, sharply reducing
the  economic  outlook  for  Asia  and  Latin  America  as well as for commodity
exporting  countries throughout the world. The effect on Europe and the U.S. has
been to lower expectations of profit growth and drive down bond yields.

Market sentiment has shifted towards expectations of monetary ease in the U.S.
and  other  industrial  countries  as the evidence of a weaker world economy has
accumulated.  The prospects for world economic weakness and monetary ease in the
major  countries  will  be  powerfully  impacted  by  whether  foreign financial
stresses  calm  down  or  intensify  in the coming months. There appears to be a
shift in the priorities of key policymakers from fighting potential inflation to
restimulating future world economic growth.

MARKET OVERVIEW

  The  12  months  ended  August 31, 1998 encompassed some very different market
phases  with stock market strength during much of the period followed by a sharp
decline  towards  the  end,  especially  in  August 1998, the final month of the
fiscal  year.  Over  the  12-month  period, the total return on the Standard and
Poor' s  500  Composite Stock Price Index was 8.12% despite a negative return of
- -14.45% in August 1998. Returns on mid-cap and small-cap stock indices tended to
be weaker, with a negative total return on small-cap indices.

  Three  key  trends  influenced  stock  market behavior during the fiscal year.
First,  the  Federal  Reserve  kept  the Federal Funds rate flat at 5.5% for the
entire  period. Sentiment shifted from expectations of a possible Fed Funds rate
increase  to expectations of a cut by the end of the period. Second, weakness in
emerging  country economies contributed to declining commodity prices and a drop
in  long-term Treasury bond yields to multi-decade lows. Third, expectations for
corporate profits dropped, first in the Asia-impacted sectors such as oil, basic
materials and exporters and then for a broader list of stocks.

  The  trigger for the sharp decline in stocks at the end of the period appeared
to  be  the  Russian  default.  This resulted in deepening concerns about weaker
economic  growth  and  corporate profits. There were also global margin calls on
risky  assets  held  by  hedge funds and financial institutions. This raised the
cost  of  debt  financing  for  many  corporations  and many emerging countries.
Expectations  for  economic  activity  in  emerging  countries in Asia and Latin
America  shifted  down  sharply  while  expectations  for U.S. corporate profits
weakened  somewhat.  Despite  the fall in Treasury bond yields, financial stocks
led the summer sell-off due to concerns about financial contagion among emerging
countries and potential loan losses by financial institutions.

  The  erosion  of expectations about corporate profit growth over the last year
contributed  to  an  outperformance by a small group of super-cap growth stocks.
Investors  had  more  confidence  in the prospect for strong persistent earnings
growth  for  this small group of stocks than for the broad market. Value stocks,
which  often  have greater cyclical sensitivity to earnings fluctuations, lagged
behind  these  super-growth  stocks.  In  addition, many of the financial stocks
which fall into the value category fell sharply following the Russian default in
mid-July 1998.

  The  fiscal  year  ended  August  1998  was  characterized  by  very different
performances  of  the  various market sectors. Super-cap growth stocks did best,
followed  by  large-cap  stocks  in  general  with  mid-cap and small-cap stocks
lagging behind. For example, the total return for the fiscal year on the Russell
1000  Index  with  a  heavy large-cap representation was 6.10%, with the Russell
1000  Growth  Index  returning 8.26% while the Russell 1000 Value Index returned
3.89% . The  return  on  the Russell Midcap Index was -6.69% while the small-cap
Russell 2000 Index return was -19.40%.

  By  the  end  of  the fiscal year, there were growing expectations of monetary
easing  by  the  Federal Reserve but, as of this writing, no such action has yet
occurred.

INVESTMENT PHILOSOPHY

Our investment philosophy continues to focus on identifying undervalued stocks
with  positive  short-term  business trends and solid long-term fundamentals. We
examine   many   measures   to  identify  undervalued  stocks;  Price/Earnings,
Price/Book,  Price/Sales, Enterprise Value/EBITDA and Breakup Value are the most
prevalent.  We  also  pay  close  attention  to normalized earnings for cyclical
industries.  Our  focus  is  on  stocks  that  are  undervalued versus their own
historical valuation ranges and against the market as a whole.

  While  undervalued  stocks  tend  to  have  less downside than the market as a
whole, our primary focus is on those stocks where business is getting better and
there  is good potential for positive earnings surprises. We spend a lot of time
talking  to  managements of out-of-favor companies in order to identify positive
turns  in  business  trends  before the improvements become widely known by Wall
Street.  As  holdings  appreciate  to  fair value, we sell them even if business
conditions  remain  very  favorable.  Our  dedication  to  the  "value" style of
investing  is  of  paramount importance. Additionally, our analysis is done on a
stock-by-stock  basis.  Our  sector  weightings  result  from detailed bottom-up
analysis  of  individual  securities.  To  help  manage risk, we typically limit
investments  in individual securities to 5% of the Fund, limit sector weightings
to  no  more than 30% or three times the weight in the Russell Midcap Index, and
maintain    a    highly    diversified    portfolio.

PORTFOLIO FOCUS

  In  addition to our recent focus on securities in the lower end of the mid-cap
range, the Fund's performance was adversely impacted by our underweight position
in  utilities  and our overweight position in technology and energy, relative to
the  Russell  Midcap Index. Technology companies, many of which have significant
Asian  exposure,  have  been  hurt  by  the  weakness  in  the  Asian economies.
Nonetheless,  we currently remain overweight in technology because many of these
issues  are  trading  close  to  their all-time lows on many valuation measures.
There  are  some  short-term  business risks for many of these companies, but we
believe  there  could  be considerable upside potential once all of the bad news
out  of  Asia  has  been fully discounted in the stock prices. Utilities, on the
other hand, have performed very well recently due to falling interest rates and,
more  importantly,  investors  seeking  safe  havens  from the risks of earnings
disappointments  due  to  the  Asian crisis. While such defensive tendencies can
continue  to  drive  utilities  higher,  our  exposure currently remains minimal
because, in our view, growth prospects are anemic, business momentum is neutral,
and political risk is high.

  We  continued  to seek attractively valued stocks within the consumer services
sector.  Many  of  these  stocks  previously  traded at very rich price/earnings
multiples  and  have been severely penalized by the market because of short-term
challenges  or  a modest deceleration of growth. Yet many of these companies are
high    quality,    consistent    long-term    growers.

  For  several  years,  financial  stocks  have  benefited from a very favorable
interest  rate  environment  and  a  consolidation  trend in the banking sector.
However,  valuation  levels  for many of these companies are extremely high when
compared  to  historical  valuation  measures.  For that reason, we have limited
exposure  to  this  group,  even  though  business  momentum  remains solid. Our
underweight position helped the Fund's overall performance.

  We  have  reduced  holdings  in  the  basic  industries  sector due to slowing
international  economies.  This  area is more cyclical and holds less promise in
the current environment. We maintain an overweight position in health care. This
sector  has  more  consistent  earnings  potential  and  advances  in technology
continue to drive earnings growth for many of the health care companies.

  We  now  have  a  large  exposure  to  energy,  particularly  exploration  and
production companies, which hurt performance.Many  of these companies trade at
or near all-time lows on such relevant measures as price-to-cash flow. If energy
prices  recover,  these  stocks  would appear to be even cheaper. Ultimately, we
believe, stock valuations and energy prices should revert to more normal levels

  Your  investment in this Fund is very much appreciated. Please be assured that
we will continue exerting our best efforts to bring you rewarding returns.

               Very truly yours,



               [Peter I. Higgins signature logo]


               Peter I. Higgins

               Portfolio Manager

September 25, 1998

New York, N.Y.

* Total return includes reinvestment of dividends and any capital gains paid.

**SOURCE:  LIPPER ANALYTICAL SERVICES, INC.--The Russell Midcap Index consists
of   the  bottom  800  securities  in  the Russell 1000 Index as ranked by total
market  capitalization  and  is  a   widely accepted measure of medium-cap stock
market performance.


DREYFUS MIDCAP VALUE FUND                                     AUGUST 31, 1998
- -----------------------------------------------------------------------------

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

                                    Dollars

$14,335

Dreyfus Midcap Value Fund

$13,835

Russell Midcap Index*

*Source: Lipper Analytical Services, Inc.

Average Annual Total Returns
- -----------------------------------------------------------------------------

                    One Year Ended         From Inception (9/29/95)

                    August 31, 1998           to August 31, 1998

                  ____________________     ___________________________

                       (27.32%)                     13.13%
- ---------------

Past performance is not predictive of future performance.

The  above graph compares a $10,000 investment made in Dreyfus Midcap Value Fund
on  9/29/95  (Inception Date) to a $10,000 investment made in the Russell Midcap
Index on that date. All dividends and capital gain distributions are reinvested

The Fund's performance shown in the line graph takes into account all applicable
fees  and  expenses.  The  Russell  Midcap  Index  consists  of  the  bottom 800
securities  in  the  Russell 1000 Index as ranked by total market capitalization
and  is  a  widely  accepted measure of medium-cap stock market performance. The
Index  does  not  take  into  account  charges, fees and other expenses. Further
information  relating  to Fund performance, including expense reimbursements, if
applicable,  is  contained in the Financial Highlights section of the Prospectus
and elsewhere in this report.

<TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS                                      AUGUST 31, 1998

Common Stocks--99.6%                                                                                Shares            Value
- -------------------------------------------------------                                          ____________     _____________
<S>                                                                                                    <C>        <C>
            Basic Industries--8.6%  Geon . . . . . . . . . . . . . . . . . . . . . . . . .             27,200     $     527,000

                                    Louisiana Pacific  . . . . . . . . . . . . . . . . . .             92,100         1,738,388

                                    Philip Services  . . . . . . . . . . . . . . . . . (a)            101,100           126,375

                                    Safety-Kleen . . . . . . . . . . . . . . . . . . . . .            807,900         2,373,197

                                    Stone Container  . . . . . . . . . . . . . . . . . (a)            157,800         1,647,038

                                    Tyson Foods, Cl. A . . . . . . . . . . . . . . . . . .             29,500           483,063

                                                                                                                   ____________

                                                                                                                      6,895,061

                                                                                                                   ____________

               Capital Goods--8.0%  Alliant Techsystems  . . . . . . . . . . . . . . . (a)             21,700         1,424,063

                                    Cummins Engine . . . . . . . . . . . . . . . . . . . .             24,400           992,775

                                    Dana . . . . . . . . . . . . . . . . . . . . . . . . .             19,600           768,075

                                    Danka Business Systems, A.D.R. . . . . . . . . . . . .             55,600           389,200

                                    Federal Signal . . . . . . . . . . . . . . . . . . . .              9,300           189,488

                                    Federal-Mogul  . . . . . . . . . . . . . . . . . . . .             30,500         1,627,938

                                    Fluor  . . . . . . . . . . . . . . . . . . . . . . . .              8,800           348,150

                                    U.S. Filter  . . . . . . . . . . . . . . . . . . . (a)             36,400           655,200

                                                                                                                   ____________

                                                                                                                      6,394,889

                                                                                                                   ____________

           Consumer Cyclical--2.6%  Dillard's, Cl. A . . . . . . . . . . . . . . . . . . .             29,300           846,038

                                    OfficeMax  . . . . . . . . . . . . . . . . . . . . (a)            105,500         1,107,750

                                    Sunglass Hut International . . . . . . . . . . . . (a)             18,300           105,225

                                                                                                                   ____________

                                                                                                                      2,059,013

                                                                                                                   ____________

           Consumer Durables--2.3%  BE Aerospace . . . . . . . . . . . . . . . . . . . (a)             28,200           586,913

                                    Kaufman & Broad Home . . . . . . . . . . . . . . . . .             60,600         1,295,325

                                                                                                                   ____________

                                                                                                                      1,882,238

                                                                                                                   ____________

       Consumer Non-Durables--4.5%  Ball . . . . . . . . . . . . . . . . . . . . . . . . .             75,100         2,806,863

                                    Department 56  . . . . . . . . . . . . . . . . . . (a)             17,300           510,350

                                    Vitro, A.D.S.  . . . . . . . . . . . . . . . . . . . .             86,900           331,306

                                                                                                                   ____________

                                                                                                                      3,648,519

                                                                                                                   ____________

          Consumer Services--13.9%  AC Nielsen . . . . . . . . . . . . . . . . . . . . (a)            101,000         2,026,313

                                    Consolidated Stores  . . . . . . . . . . . . . . . (a)             43,000         1,354,500

                                    Dress Barn . . . . . . . . . . . . . . . . . . . . (a)             15,300           265,838

                                    Gymboree . . . . . . . . . . . . . . . . . . . . . (a)             46,200           404,250

                                    Pep Boys-Manny, Moe & Jack . . . . . . . . . . . . . .             60,100           882,719

                                    Tommy Hilfiger . . . . . . . . . . . . . . . . . . (a)             50,400         2,356,200

                                    Tricon Global Restaurants  . . . . . . . . . . . . (a)             49,600         1,838,300

                                    Unisource Worldwide  . . . . . . . . . . . . . . . . .            160,900         1,065,963

                                    Venator Group  . . . . . . . . . . . . . . . . . . (a)            103,900           941,594

                                                                                                                   ____________

                                                                                                                     11,135,677

                                                                                                                   ____________

                     Energy--12.8%  BJ Services  . . . . . . . . . . . . . . . . . . . (a)             44,000           555,500

                                    Devon Energy . . . . . . . . . . . . . . . . . . . . .             21,200           560,475

                                    EEX  . . . . . . . . . . . . . . . . . . . . . . . (a)            166,700           739,731

                                    Enron Oil & Gas  . . . . . . . . . . . . . . . . . . .             73,400           954,200

                                    EVI Weatherford  . . . . . . . . . . . . . . . . . (a)             48,325           736,956

                                    Forcenergy . . . . . . . . . . . . . . . . . . . . (a)             26,400           150,150

                                    Newfield Exploration . . . . . . . . . . . . . . . (a)             14,600           229,038

DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                          AUGUST 31, 1998

Common Stocks (continued)                                                                           Shares            Value
- -------------------------------------------------------                                          ____________      ____________

                Energy (continued)  Oryx Energy  . . . . . . . . . . . . . . . . . . . (a)             68,300     $     849,481

                                    Pennzoil . . . . . . . . . . . . . . . . . . . . . . .             16,600           593,450

                                    Santa Fe Energy Resources  . . . . . . . . . . . . (a)            186,500         1,398,750

                                    Tosco  . . . . . . . . . . . . . . . . . . . . . . . .             62,500         1,375,000

                                    Valero Energy  . . . . . . . . . . . . . . . . . . . .             85,600         1,530,100

                                    Vintage Petroleum  . . . . . . . . . . . . . . . . . .             72,100           563,281

                                                                                                                   ____________

                                                                                                                     10,236,112

                                                                                                                   ____________

                    Finance--13.1%  Allmerica Financial  . . . . . . . . . . . . . . . . .             39,200         2,337,300

                                    Astoria Financial  . . . . . . . . . . . . . . . . . .             24,600           885,600

                                    Dime Bancorp . . . . . . . . . . . . . . . . . . . . .             41,200           782,800

                                    Everest Reinsurance Holdings . . . . . . . . . . . . .             41,100         1,438,500

                                    Golden State Bancorp . . . . . . . . . . . . . . . (a)            122,800         1,949,450

                                    Heller Financial . . . . . . . . . . . . . . . . . (a)             61,000         1,204,750

                                    Independence Community Bank  . . . . . . . . . . . (a)             23,800           261,800

                                    Long Island Bancorp  . . . . . . . . . . . . . . . . .             44,800         1,680,000

                                                                                                                   ____________

                                                                                                                     10,540,200

                                                                                                                   ____________

                Health Care--12.1%  AmeriSource Health, Cl. A  . . . . . . . . . . . . (a)              8,600           404,738

                                    Beckman Coulter  . . . . . . . . . . . . . . . . . . .             35,000         1,938,125

                                    ESC Medical Systems  . . . . . . . . . . . . . . . (a)             66,400         1,240,850

                                    Foundation Health  . . . . . . . . . . . . . . . . (a)             62,300           696,981

                                    Integrated Health Services . . . . . . . . . . . . . .             33,400           647,125

                                    PharMerica . . . . . . . . . . . . . . . . . . . . (a)            221,500           865,234

                                    Quest Diagnostics  . . . . . . . . . . . . . . . . (a)            130,700         2,172,888

                                    Respironics  . . . . . . . . . . . . . . . . . . . (a)              5,200            59,800

                                    Teva Pharmaceutical Industries, A.D.R. . . . . . . . .             47,000         1,683,188

                                                                                                                   ____________

                                                                                                                      9,708,929

                                                                                                                   ____________

                Miscellaneous--.2%  CalMat . . . . . . . . . . . . . . . . . . . . . . . .             10,900           183,256

                                                                                                                   ____________

           Oil & Gas Drilling--.3%  Diamond Offshore Drilling  . . . . . . . . . . . . . .             11,400           237,975

                                                                                                                   ____________

                 Photography--1.0%  Polaroid . . . . . . . . . . . . . . . . . . . . . . .             29,700           835,313

                                                                                                                   ____________

                 Technology--17.6%  Atmel  . . . . . . . . . . . . . . . . . . . . . . (a)             22,900           138,116

                                    AVX  . . . . . . . . . . . . . . . . . . . . . . . . .              2,600            38,675

                                    CHS Electronics  . . . . . . . . . . . . . . . . . (a)            107,900         1,362,238

                                    Electroglas  . . . . . . . . . . . . . . . . . . . (a)             20,200           217,150

                                    Etec Systems . . . . . . . . . . . . . . . . . . . (a)             15,400           371,525

                                    General Semiconductor  . . . . . . . . . . . . . . (a)              9,250            59,547

                                    KLA-Tencor . . . . . . . . . . . . . . . . . . . . (a)             18,500           393,125

                                    Lam Research . . . . . . . . . . . . . . . . . . . (a)             85,800           938,438

                                    Learning Company . . . . . . . . . . . . . . . . . (a)             85,500         1,512,281

                                    Maxtor . . . . . . . . . . . . . . . . . . . . . . (a)             82,300           560,669

                                    National Semiconductor . . . . . . . . . . . . . . (a)             19,500           177,938

                                    Oak Industries . . . . . . . . . . . . . . . . . . (a)             19,200           574,800

                                    Quantum  . . . . . . . . . . . . . . . . . . . . . (a)            105,800         1,210,088

                                    Read-Rite  . . . . . . . . . . . . . . . . . . . . (a)             99,700           548,350

                                    Sybase . . . . . . . . . . . . . . . . . . . . . . (a)             48,800           335,500

DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------


STATEMENT OF INVESTMENTS (CONTINUED)                          AUGUST 31, 1998

Common Stocks (continued)                                                                           Shares            Value
- -------------------------------------------------------                                          ____________      ____________

            Technology (continued)  Symantec . . . . . . . . . . . . . . . . . . . . . (a)            144,200      $  2,361,275

                                    Teradyne . . . . . . . . . . . . . . . . . . . . . (a)             44,600           774,925

                                    Vishay Intertechnology . . . . . . . . . . . . . . (a)             78,500           824,250

                                    Wang Laboratories  . . . . . . . . . . . . . . . . (a)             89,400         1,743,300

                                                                                                                   ____________

                                                                                                                     14,142,190

                                                                                                                   ____________

              Transportation--1.8%  Atlas Air  . . . . . . . . . . . . . . . . . . . . (a)              6,000           142,500

                                    Yellow . . . . . . . . . . . . . . . . . . . . . . (a)            111,200         1,327,450

                                                                                                                   ____________

                                                                                                                      1,469,950

                                                                                                                   ____________

                    Utilities--.8%  Call-Net Enterprises, Cl. B  . . . . . . . . . . . (a)             55,900           604,419

                                                                                                                   ____________

TOTAL INVESTMENTS (cost $115,484,974). . . . . . . . . . . . . . . . . . . . . . . . . . .              99.6%       $79,973,741

                                                                                                      =======      ============


CASH AND RECEIVABLES (NET) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                .4%     $     326,521

                                                                                                      =======      ============

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             100.0%       $80,300,262

                                                                                                      =======      ============
Notes to Statement of Investments:
- -----------------------------------------------------------------------------

(a)  Non-income producing.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES                           AUGUST 31, 1998

                                                                                                    Cost              Value
                                                                                                _____________     _____________
<S>                                                                                              <C>              <C>
ASSETS:                          Investments in securities--See Statement of Investments . .     $115,484,974     $  79,973,741

                                 Cash  . . . . . . . . . . . . . . . . . . . . . . . . . .                              114,600

                                 Receivable for investment securities sold . . . . . . . .                            1,977,664

                                 Dividends and interest receivable . . . . . . . . . . . .                              118,358

                                 Receivable for shares of Common Stock subscribed  . . . .                               20,800

                                 Prepaid expenses  . . . . . . . . . . . . . . . . . . . .                               27,411

                                                                                                                  _____________

                                                                                                                     82,232,574

                                                                                                                  _____________

LIABILITIES:                     Due to The Dreyfus Corporation and affiliates . . . . . .                               79,211

                                 Due to Distributor  . . . . . . . . . . . . . . . . . . .                               21,691

                                 Payable for shares of Common Stock redeemed . . . . . . .                            1,024,726

                                 Payable for investment securities purchased . . . . . . .                              489,131

                                 Bank loan payable--Note 2 . . . . . . . . . . . . . . . .                              250,000

                                 Interest payable--Note 2  . . . . . . . . . . . . . . . .                                1,039

                                 Accrued expenses  . . . . . . . . . . . . . . . . . . . .                               66,514

                                                                                                                  _____________

                                                                                                                      1,932,312

                                                                                                                  _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        $  80,300,262

                                                                                                                  =============


REPRESENTED BY:                  Paid-in capital . . . . . . . . . . . . . . . . . . . . .                         $107,874,703

                                 Accumulated net realized gain (loss) on investments

                                   and securities sold short . . . . . . . . . . . . . . .                            7,936,792

                                 Accumulated net unrealized appreciation (depreciation)

                                   on investments--Note 4(b) . . . . . . . . . . . . . . .                          (35,511,233)

                                                                                                                  _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        $  80,300,262

                                                                                                                  =============

SHARES OUTSTANDING

(100 MILLION SHARES OF $.001 PAR VALUE COMMON STOCK AUTHORIZED). . . . . . . . . . . . . .                            5,217,372

NET ASSET VALUE, offering and redemption price per share--Note 3(d). . . . . . . . . . . .                               $15.39

                                                                                                                        =======

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

STATEMENT OF OPERATIONS                            YEAR ENDED AUGUST 31, 1998

INVESTMENT INCOME

INCOME:             Cash dividends (net of $13,953 foreign taxes
<S>                                                                                             <C>               <C>
                                    withheld at source)  . . . . . . . . . . . . . . . . .      $   1,208,205

                                 Interest  . . . . . . . . . . . . . . . . . . . . . . . .            110,341

                                                                                                 ____________

                                        Total Income . . . . . . . . . . . . . . . . . . .                        $   1,318,546

EXPENSES:                        Management fee--Note 3(a) . . . . . . . . . . . . . . . .            941,508

                                 Shareholder servicing costs--Note 3(b)  . . . . . . . . .            522,432

                                 Registration fees . . . . . . . . . . . . . . . . . . . .             55,327

                                 Prospectus and shareholders' reports  . . . . . . . . . .             38,440

                                 Professional fees . . . . . . . . . . . . . . . . . . . .             29,030

                                 Custodian fees--Note 3(b) . . . . . . . . . . . . . . . .             23,738

                                 Interest expense--Note 2  . . . . . . . . . . . . . . . .             16,017

                                 Directors' fees and expenses--Note 3(c) . . . . . . . . .              8,437

                                 Dividends on secuities sold short . . . . . . . . . . . .                989

                                 Loan commitment fees--Note 2  . . . . . . . . . . . . . .                606

                                 Miscellaneous . . . . . . . . . . . . . . . . . . . . . .              2,062

                                                                                                 ____________

                                        Total Expenses . . . . . . . . . . . . . . . . . .                            1,638,586

                                                                                                                   ____________

INVESTMENT (LOSS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                             (320,040)

                                                                                                                   ____________

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--Note 4:

                    Net realized gain (loss) on investments:

                                    Long transactions  . . . . . . . . . . . . . . . . . .      $   9,946,689

                                    Short sale transactions  . . . . . . . . . . . . . . .           (377,025)

                                                                                                 ____________

                                        Net Realized Gain (Loss) . . . . . . . . . . . . .                            9,569,664

                                 Net unrealized appreciation (depreciation) on

                                    investments and securities sold short  . . . . . . . .                          (41,688,800)

                                                                                                                   ____________

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS . . . . . . . . . . . . . . . . . .                          (32,119,136)

                                                                                                                   ____________

NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . .                         $(32,439,176)


                                                                                                                   ============

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

                                                                                                Year Ended       Year Ended

                                                                                              August 31, 1998  August 31, 1997

                                                                                              ______________   _______________

OPERATIONS:
<S>                                                                                          <C>               <C>
  Investment (loss)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $      (320,040)  $       (34,284)

  Net realized gain (loss) on investments  . . . . . . . . . . . . . . . . . . . . . . .           9,569,664         4,862,897

  Net unrealized appreciation (depreciation) on investments  . . . . . . . . . . . . . .         (41,688,800)        6,128,925

                                                                                               _____________     _____________

    Net Increase (Decrease) in Net Assets Resulting from Operations  . . . . . . . . . .         (32,439,176)       10,957,538

                                                                                               _____________     _____________

DIVIDENDS TO SHAREHOLDERS FROM:

  Investment income--net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            ---                (14,466)

  Net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . .          (6,040,421)         (632,898)

                                                                                               _____________     _____________

    Total Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (6,040,421)         (647,364)

                                                                                               _____________     _____________

CAPITAL STOCK TRANSACTIONS:

  Net proceeds from shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         126,448,114        87,803,219

  Dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,763,416           637,529

  Cost of shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (94,925,810)      (20,848,171)

                                                                                               _____________     _____________

    Increase (Decrease) in Net Assets from Capital Stock Transactions  . . . . . . . . .          37,285,720        67,592,577

                                                                                               _____________     _____________

       Total Increase (Decrease) in Net Assets . . . . . . . . . . . . . . . . . . . . .          (1,193,877)       77,902,751

NET ASSETS:

  Beginning of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          81,494,139         3,591,388

                                                                                               _____________     _____________

  End of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $  80,300,262     $  81,494,139

                                                                                               =============     =============


                                                                                                  Shares             Shares

                                                                                               _____________     _____________

CAPITAL SHARE TRANSACTIONS:

  Shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,669,980         4,544,579

  Shares issued for dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . .             274,710            37,348

  Shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (4,393,602)       (1,142,930)

                                                                                               _____________     _____________

    Net Increase (Decrease) in Shares Outstanding  . . . . . . . . . . . . . . . . . . .           1,551,088         3,438,997

                                                                                               =============     =============
                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

  Contained  below is per share operating performance data for a share of Common
Stock  outstanding,  total  investment  return, ratios to average net assets and
other  supplemental  data  for  each period indicated. This information has been
derived from the Fund's financial statements.

                                                                                                   Year Ended August 31,

                                                                                             ________________________________
PER SHARE DATA:                                                                            1998          1997          1996(1)
                                                                                          ______        ______        ______
<S>                                                                                       <C>           <C>           <C>
   Net asset value, beginning of period  . . . . . . . . . . . . . . . . . . . .          $22.23        $15.80        $12.50

                                                                                          ______        ______        ______

   Investment Operations:

   Investment income (loss)--net . . . . . . . . . . . . . . . . . . . . . . . .            (.06)(2)      (.01)          .08

   Net realized and unrealized gain (loss)

       on investments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (5.73)         8.23          3.28

                                                                                          ______        ______        ______

   Total from Investment Operations  . . . . . . . . . . . . . . . . . . . . . .           (5.79)         8.22          3.36

                                                                                          ______        ______        ______

   Distributions:

   Dividends from investment income--net . . . . . . . . . . . . . . . . . . . .              --          (.04)         (.04)

   Dividends from net realized gain on investments . . . . . . . . . . . . . . .           (1.05)        (1.75)         (.02)

                                                                                          ______        ______        ______

   Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (1.05)        (1.79)         (.06)

                                                                                          ______        ______        ______

   Net asset value, end of period  . . . . . . . . . . . . . . . . . . . . . . .          $15.39        $22.23        $15.80

                                                                                          ======        ======        ======


TOTAL INVESTMENT RETURN. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (27.32%)       55.45%        26.88%(3)

RATIOS/SUPPLEMENTAL DATA:

   Ratio of operating expenses to average net assets . . . . . . . . . . . . . .            1.29%         1.25%         1.18%(3)

   Ratio of interest expense, loan commitment fees and

       dividends on securities sold short to average net assets  . . . . . . . .             .01%          .01%          .01%(3)

   Ratio of net investment income (loss)

       to average net assets . . . . . . . . . . . . . . . . . . . . . . . . . .            (.25%)        (.14%)         .56%(3)

   Decrease reflected in above expense ratios

       due to undertakings by the Manager  . . . . . . . . . . . . . . . . . . .              --           .26%         1.13%(3)

   Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .          168.72%       154.92%       266.80%(3)

   Net Assets, end of period (000's Omitted) . . . . . . . . . . . . . . . . . .          $80,300       $81,494        $3,591
- -----------------------------

(1)  From September 29, 1995 (commencement of operations) to August 31, 1996.

(2)  Based on average shares outstanding at each month end.

(3)  Not annualized.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

  Dreyfus  Midcap  Value  Fund  (the "Fund") is a separate diversified series of
Dreyfus  Growth  and Value Funds, Inc. (the "Company") which is registered under
the  Investment  Company  Act  of  1940,  as  amended (the "Act") as an open-end
management  investment  company  and  operates  as  a  series  company currently
offering eight series, including the Fund. The Fund's investment objective is to
provide  investment results that exceed the total return performance of publicly
traded  common  stocks in the aggregate, as represented by a recognized index of
mid  cap  stocks.  The  Dreyfus Corporation (the "Manager") serves as the Fund's
investment  adviser.  The  Manager  is  a direct subsidiary of Mellon Bank, N.A.
(" Mellon" ). Premier  Mutual  Fund  Services,  Inc.  (the "Distributor") is the
distributor  of  the Fund's shares, which are sold to the public without a sales
charge.

  The  Company accounts separately for the assets, liabilities and operations of
each  fund.  Expenses  directly  attributable  to  each fund are charged to that
funds'  operations;  expenses  which  are  applicable to all funds are allocated
among them on a pro rata basis.

  The  Fund' s  financial  statements  are prepared in accordance with generally
accepted accounting principles which may require the use of management estimates
and assumptions. Actual results could differ from those estimates.

  (A)  PORTFOLIO  VALUATION:  Investments  in  securities (including options and
financial futures) are valued at the last sales price on the securities exchange
on  which such securities are primarily traded or at the last sales price on the
national securities market. Securities not listed on an exchange or the national
securities  market,  or  securities  for  which  there were no transactions, are
valued  at  the average of the most recent bid and asked prices, except for open
short positions, where the asked price is used for valuation purposes. Bid price
is used when no asked price is available. Securities for which there are no such
valuations  are  valued  at  fair  value  as  determined in good faith under the
direction  of  the  Board  of  Directors.  Investments  denominated  in  foreign
currencies are translated to U.S. dollars at the prevailing rates of exchange.

(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded  on  a  trade  date  basis.  Realized  gain  and  loss  from securities
transactions  are  recorded  on  the  identified  cost basis. Dividend income is
recognized  on  the  ex-dividend  date  and  interest  income,  including, where
applicable,  amortization  of  discount  on  investments,  is  recognized on the
accrual basis. Under the terms of the custodian agreement, the Fund receives net
earnings credits based on available cash balances left on deposit.

(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend date.
Dividends  from  investment  income-net  and dividends from net realized capital
gain   are   normally  declared  and  paid  annually,  but  the  Fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements  of  the Internal Revenue Code of 1986, as amended (the "Code"). To
the  extent  that  net  realized  capital  gain  can  be  offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such gain.

  (D)  FEDERAL INCOME TAXES: It is the policy of the Fund to continue to qualify
as  a  regulated  investment  company,  if  such  qualification  is  in the best
interests  of  its  shareholders, by complying with the applicable provisions of
the  Code,  and to make distributions of taxable income sufficient to relieve it
from substantially all Federal income and excise taxes.

As of August 31, 1998, the Fund reclassified certain components of net assets.
The  reclassifications  resulted in a net decrease to accumulated net investment
loss  of  $359,282,  a  decrease  in  accumulated  net  realized  gain (loss) on
investments  of $358,226 and a decrease in paid-in capital of $1,056. Net assets
were not affected by these reclassifications.

DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--BANK LINES OF CREDIT:

  In  accordance  with  an  agreement with a bank, the Fund may borrow up to $10
million  for  leveraging  purposes  under a short-term unsecured line of credit.
Interest  on  borrowings  is  charged  at rates which are related to the Federal
Funds rate in effect from time to time.

  The  Fund also participates with other Dreyfus-managed funds in a $600 million
redemption credit facility
(the  "Facility" ) primarily to be utilized for temporary or emergency purposes,
including  the  financing  of redemptions. In connection therewith, the Fund has
agreed  to pay commitment fees on its pro rata portion of the Facility. Interest
is  charged  to  the Fund at rates based on prevailing market rates in effect at
the  time  of  borrowings. During the period ended August 31, 1998, the Fund did
not borrow under the Facility.

  The  average  daily  amount  of  borrowings  outstanding  under the leveraging
arrangement  during the period ended August 31, 1998 was approximately $263,000,
with a related weighed average annualized interest rate of 6.09%.

NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:

(A) Pursuant to a management agreement with the Manager, the management fee is
computed  at  the  annual  rate  of .75 of 1% of the value of the Fund's average
daily net assets and is payable monthly.

  (B)  Under  the Shareholder Services Plan, the Fund pays the Distributor at an
annual rate of .25 of 1% of the value of the Fund's average daily net assets for
the  provision  of  certain services. The services provided may include personal
services  relating  to  shareholder  accounts,  such  as  answering  shareholder
inquiries  regarding  the  Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. The Distributor may
make  payments  to Service Agents (a securities dealer, financial institution or
other  industry  professional)  in  respect  of  these services. The Distributor
determines  the  amounts  to  be paid to Service Agents. During the period ended
August  31,  1998,  the  Fund  was  charged $313,836 pursuant to the Shareholder
Services Plan.

  The  Fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the
Manager,   under  a  transfer  agency  agreement  for  providing  personnel  and
facilities  to  perform transfer agency services for the Fund. During the period
ended  August  31,  1998,  the Fund was charged $99,998 pursuant to the transfer
agency agreement.

  The  Fund compensates Mellon under a custody agreement for providing custodial
services  for  the  Fund.  During the period ended August 31, 1998, the Fund was
charged $23,738 pursuant to the custody agreement.

  (C)  Each  director  who  is  not an "affiliated person" as defined in the Act
receives  from the Company an annual fee of $5,000 and an attendance fee of $500
per  meeting.  The  Chairman  of  the  Board  receives an additional 25% of such
compensation.

  (D)  A  1%  redemption  fee  is  charged  and  retained by the Fund on certain
redemptions  of  Fund  shares  (including  redemptions  through  use of the Fund
Exchanges  service)  where the shares being redeemed were issued subsequent to a
specified effective date and the redemption or exchange occurs less than fifteen
days following the date of issuance.
<TABLE>
DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--SECURITIES TRANSACTIONS:


  (A)  The  aggregate amount of purchases and sales of investment securities and
securities  sold short, excluding short-term securities, during the period ended
August 31, 1998 is summarized as follows:

                                                                             Purchases        Sales

                                                                           _____________  _____________
<S>                                                                         <C>            <C>
Long transactions. . . . . . . . . . . . . . . . . . . . . . . . . .        $234,706,039   $202,370,176

Short sale transactions. . . . . . . . . . . . . . . . . . . . . . .           1,721,100      1,261,831

                                                                           _____________  _____________

   TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $236,427,139   $203,632,007

                                                                            ============  =============
</TABLE>

  The  Fund  is engaged in short-selling which obligates the Fund to replace the
security  borrowed  by purchasing the security at current market value. The Fund
would  incur  a  loss if the price of the security increases between the date of
the  short  sale  and the date on which the Fund replaces the borrowed security.
The  Fund  would  realize  a  gain if the price of the security declines between
those  dates.  Until  the  Fund  replaces  the  borrowed security, the Fund will
maintain  daily,  a  segregated account with a broker and the custodian, of cash
and/or  U.S.  Government  securities  sufficient to cover its short position. At
August 31, 1998 there were no securities sold short outstanding.

(B) At August 31, 1998, accumulated net unrealized depreciation on investments
was  $35,511,233,  consisting  of  $992,521  gross  unrealized  appreciation and
$36,503,754 gross unrealized depreciation.

  At  August  31,  1998, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
Statement of Investments).

DREYFUS MIDCAP VALUE FUND
- -----------------------------------------------------------------------------

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

SHAREHOLDERS AND BOARD OF DIRECTORS

DREYFUS MIDCAP VALUE FUND

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the statement of investments, of Dreyfus Midcap Value Fund (one of the
Series constituting Dreyfus Growth and Value Funds, Inc.) as of August 31, 1998,
and  the  related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then ended, and
financial  highlights  for  each of the years indicated therein. These financial
statements  and  financial  highlights  are  the  responsibility  of  the Fund's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements and financial highlights based on our audits.

  We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements  and  financial  highlights.  Our procedures included verification by
examination  of  securities  held  as  of  August  31,  1998 and confirmation of
securities  not  held  by  the custodian by correspondence with others. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

  In  our opinion, the financial statements and financial highlights referred to
above  present  fairly,  in  all  material  respects,  the financial position of
Dreyfus  Midcap Value Fund at August 31, 1998, the results of its operations for
the  year then ended, the changes in its net assets for each of the two years in
the  period  then  ended, and the financial highlights for each of the indicated
years, in conformity with generally accepted accounting principles.





New York, New York

October 5, 1998

IMPORTANT TAX INFORMATION (UNAUDITED)

  For  Federal  tax  purposes  the  Fund  hereby designates $.015 per share as a
long-term  capital  gain  distribution  (of  which  33.33% is subject to the 20%
maximum Federal tax rate) of the $1.045 per share paid on December 5, 1997.

  The  Fund  also  designates  5.182%  of the ordinary dividends paid during the
fiscal  year  ended  August  31,  1998 as qualifying for the corporate dividends
received  deduction.  Shareholders  will receive notification in January 1999 of
the percentage applicable to the preparation of their 1998 income tax returns.



[dreyfus lion "d" logoreg.tm]


[dreyfus logo reg.tm]



DREYFUS MIDCAP VALUE FUND

200 Park Avenue

New York, NY 10166

MANAGER

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

CUSTODIAN

Mellon Bank, N.A.

One Mellon Bank Center

Pittsburgh, PA 15258

TRANSFER AGENT &

DIVIDEND DISBURSING AGENT

Dreyfus Transfer, Inc.

P.O. Box 9671

Providence, RI 02940











Printed in U.S.A.                                              258AR988

Midcap Value

Fund

Annual Report

August 31, 1998



C:\personal\midcapgraph
Dreyfus Midcap Value Fund                              August 31, 1998

Comparison of change in value of $10,000 investment in Dreyfus Midcap Value
Fund and the Russell Midcap Index


EXHIBIT A
                    Dreyfus             Russell
                    Midcap              Midcap
Period              Value Fund          Index
- ----------------------------------------------------------------------------


9/29/95             10,000               10,000
8/31/96             12,688               11,058
8/31/97             19,724               14,827
8/31/98             14,335               13,835

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


*    Source: Lipper Analytical Services, Inc.




Average Annual Total Returns

          One Year Ended           From Inception (9/29/95)
          August 31, 1998          to August 31, 1998
          (27.32%)                 13.13%



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