Independent Account's Report
To the Board of Directors
Dreyfus Growth and Value Funds, Inc.-Dreyfus Midcap Value Fund
We have examined management's assertion about Dreyfus Growth
and Value Funds, Inc.-Dreyfus Midcap Value Fund's (the "Company")
compliance with the requirements of subsections (b)and (c) of Rule
17f-2 of the Investment Company Act of 1940 ("the Act") as of
November 30, 1997, with respect to securities and similar
investments reflected in the investment account of the Company,
included in the accompanying Management Statement Regarding
Compliance with Certain Provisions of the Investment Company
Act of 1940. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and accordingly, included examining, on a
test basis, evidence about the Company's compliance with
those requirements and performing such other procedures
as we considered necessary in the circumstances. Included
among our procedures were the following tests performed
as of November 30, 1997, and with respect to agreement
of security and similar investments purchases and sales,
for the period from August 31, 1997, (the date of last
examination) through November 30, 1997;
Count and inspection of all securities and similar investments
located in the vault of Mellon Bank in New York, without
prior notice to management;
Confirmation of all securities and similar investments held by
institutions in book entry form (i.e., the Federal Reserve Bank
of Boston, the Depository Trust Company and the Participant
Trust Company);
Reconciliation of confirmation results as to all such securities
and investments to the books and records of the Company and
Mellon Bank;
Confirmation of all repurchase agreements, if any, with
brokers/banks and agreement of underlying collateral with
Mellon Bank's records;
Agreement of investment purchases and sales or maturities since
our last examination from the books and records of the Company
to broker confirmations.
We believe that our examination provides a reasonable basis for our
opinion. Our examination does not provide a legal determination
on the Company's compliance with specified requirements.
In our opinion, management's assertion that Dreyfus Growth and
Value Funds, Inc.-Dreyfus Midcap Value Fund was in compliance
with the requirements of subsections (b) and (c) of Rule 17f-2
of the Investment Company Act of 1940 as of November 30, 1997
with respect to securities and similar investments reflected in the
investment account of the Company is fairly stated, in all material
respects.
This report is intended solely for the information and use of management
of Dreyfus Growth and Value Funds, Inc.-Dreyfus Midcap Value Fund
and the Securities and Exchange Commission and should not be used
for any other purpose.
ERNST & YOUNG LLP
New York, New York
December 17, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-17f-2
Certificate of Accounting or Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CRF 270.17f-2]
1. Investment Company Act File Date examination
Number: completed:
811- 7123 12/17/97
2. State Identification Number:
AL AK AZ AR CA CO
CT DE DC FL GA HI
ID IL IN IA KS KY
LA ME MD MA MI MN
MS MO MI NE NV NH
NJ NM NY NC ND OH
OK OR PA RI SC SD
TN TX UT VT VA WA
WV WI WY PUERTO
RICO
Other
Specify:
3. Exact name of investment company as specified in registration
statement:
4. Address of principal executive office: (number, street, city, state,
zip code) 200 Park Avenue, 55th Floor , New York, NY 10166
INSTRUCTIONS
The Form must be completed by investment companies that have
custody of securities or similar investments
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in
compliance with Rule 17f-2 under the Act and applicable state
law, examine securities and similar investments in the custody
of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange Commission
and appropriate state securities administrators when filing the
certificate of accounting required by Rule 17f-2 under the Act
and applicable state law. File the original and one copy with
the Securities and Exchange Commissions's principal office in
Washington D.C., one copy with the regional office for the
region in which the investment company's principal business
operations are conducted, and one copy with the appropriate
state administrator(s), if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC
ACCOUNTANT
