DREYFUS GROWTH & VALUE FUNDS INC
N-30D, 1999-01-12
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DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

LETTER TO SHAREHOLDERS

Dear Fellow Shareholder:

  It  is  a  pleasure  to  have  this  opportunity to communicate with my fellow
shareholders of the Dreyfus Large Company Value Fund.

  This  letter  accompanies the annual report of the Dreyfus Large Company Value
Fund  for  the  12-month period ended October 31, 1998. During this period, your
Fund  achieved  a  total return of 4.83%,* which compares with a total return of
22.01% for the Standard and Poor's 500 Composite Stock Price Index,** and 12.40%
for   the   Wilshire  Large  Company  Value  Index***  over  the  same  period.

  As  always,  the  concentrated  nature  of  the Fund, holding approximately 60
securities,  will make it more volatile than the diversified indices referred to
above  which  are  both  composed  of  approximately 500 securities. During most
periods, therefore, the performance of the Fund will likely differ significantly
from these indices.

  Value  stocks  underperformed  growth stocks during the period. The margin was
among  the  widest  in memory. Any value manager who remained true to his or her
discipline  could not hope to have matched the returns of the S&P 500 Index over
the  past  year.  Your Fund remained true to its value discipline, and should be
considered  a  pure value fund, according to our definition of value. There will
be  periods,  the  past year for example, when value stocks underperform the S&P
500  Index,  even  when our particular definition of value underperforms certain
value  stock  indices.  Regardless,  the Fund provides your investment portfolio
with the benefits of pure value stock exposure.

  The  performance  of  the S&P 500 Index was largely driven by a relatively few
so-called  "mega  cap"  growth  stocks  or  the very largest domestically traded
companies.  The  S& P  500 Index and many of its major security components carry
valuations  well  above  those  of  any  historic period by almost any financial
measure,  according to our calculations. This concentrated overvaluation, in our
opinion,  is reminiscent of the early 1970s' "nifty fifty" stocks, or oil stocks
in  the  early  1980s.  Both  of  those  markets  ended  with  quick  and severe
corrections  of the overvalued securities. No one can predict such an occurrence
today,  but many market participants may conclude that the risk level of the S&P
500  Index,  and  many  of  its  major  security components, is high by historic
standards.  Regardless,  at least for the time being, positive price momentum in
this  index  and  in  many  of  these mega cap stocks has continued, despite the
recent stock market correction and subsequent recovery.

  As  for  your Fund, most of the performance shortfall relative to the Wilshire
Value  Index  occurred  during  the fourth quarter of 1997, as the portfolio was
positioned for strong worldwide economic growth when the Asian economic problems
surfaced. Several holdings during these months were among the poorest performing
securities in the Fund for the fiscal year. These securities included electronic
technology  companies  that  have  significant  business in Asia, transportation
issues  which  suffered from the possibility of a weakening economy, and several
Latin  American companies which were penalized simply because they are "emerging
markets."  The  portfolio  was subsequently reworked and performance relative to
large company value indices was stabilized.

  Our  disciplined  investment  process  kept  the  Fund  largely out of what we
considered  were  overvalued  mega  cap securities. Unfortunately, many of these
high-priced  mega  cap securities were the best performing stocks in the market,
restraining  the  Fund' s  relative  performance. Quite often, disciplined value
investment  processes  will  underperform  when the overall stock market reaches
speculative  overvaluation.  There  is  better  potential  for outperformance as
security  prices  settle  and  as  economic change occurs. With the stock market
having  corrected  and  with  interest  rates  having  fallen,  the  universe of
securities  available within our investment discipline has broadened somewhat to
include a few more of these mega cap names.

Economic Review

  The  U.S.  entered the year with a strong economy and at near full employment,
which  during the spring months led the Federal Reserve Board, our central bank,
to  contemplate  raising  short-term  interest rates in order to keep growth and
inflation  in check. By mid-year, however, the impact of weak Asian economies on
U.S.  economic growth had already done the job, so the Fed left rates unchanged.
More  recently,  financial  system  stresses convinced the Fed to lower interest
rates three times: at the end of September, in mid-October, and in mid-November

A significant influence on the U.S. economy this year was slower growth in the
overall  world  economy  and the evolution of a worldwide financial crisis. Both
events  caused  a drop in inflation, which helped send interest rates lower. The
fall  in inflation and lower interest rates benefited companies that sell to the
consumer,  as  more  income  was  left  over  after  inflation  to buy goods and
services,  and  the  cost of debt was reduced. Home mortgages were refinanced at
lower  rates,  for  example,  putting  more  discretionary  income in consumers'
pockets.

The negative effect in the U.S. of slower global economies was directed toward
the  industrial sector. Corporate profits weakened, especially in Asian-impacted
sectors,  such  as  world-traded  commodities (paper producers, for example) and
exporters  (computer  manufacturers, for example). One result of this industrial
weakness  was  to  cool  off  a  U.S.  economy that had been growing perhaps too
rapidly.

A financial crisis developed during the mid-summer months, primarily in Russia
and  Brazil.  Panic  set  in  as  lenders  called  in outstanding loans and were
reluctant  to  issue  new  debt, sharply reducing the economic outlook for these
areas.  The  effect  on  European  and U.S. companies was to lower profit growth
expectations, given the decline in export opportunities to these geographies.

  Proactive  steps  appear  to have been recently taken in attempts to stabilize
the  Japanese  banks,  to  design a support package for Brazil, and to generally
make  money  less  expensive to lend. Economic prospects for the major developed
countries  will  be powerfully impacted by whether foreign financial stresses in
the  coming  months  calm  down,  as  the  consensus  appears  to  be  currently
concluding, or intensify, as was the fear just weeks ago.

Stock Market Overview

  The  12-month  period ended October 31, 1998 reflected a number of contrasting
phases in the U.S. stock market. There was strength during the early part of the
period, as stocks recovered from the Asian-induced sell-off that occurred during
the  fourth quarter of 1997. By mid-summer, as large company security valuations
neared all-time highs, there was a sharp market decline sparked by the implosion
of  the  Russian financial markets. The U.S. stock market declined again in late
September,  due to the collapse of a major U.S. hedge fund. Finally, there was a
strong  rally  from  mid-October until the end of the fiscal year in response to
the   Federal   Reserve   Board'  s  lowering  of  short-term  interest  rates.

Over the 12-month period, investment returns for mid-sized and small companies
were  significantly  lower  than  those for large companies, with the Standard &
Poor's Midcap 400 Index returning 6.71% and the small-company Russell 2000 Index
declining -11.84%.+ The erosion of expectations for corporate profit growth over
the  year  contributed  to  an  outperformance  by  a select few mega-cap growth
stocks.  Investors  had  confidence  in the more consistent earnings growth from
this  small  group of stocks that compose the bulk of the S&P 500 Index than for
the broader market. Almost every other capitalization and investment style group
lagged    far    behind    these    mega-cap    growth    stocks.

Value Investing and Our Investment Process

  To  once  again  summarize  our  investment  philosophy, while there are other
investment  disciplines  practiced at Dreyfus, members of the Dreyfus Value Team
are  passionate believers in value investing. As value investors, we want to buy
growing  companies,  but  we  want to own them at a bargain price. In one sense,
value investing can be a lower risk, more conservative style of equity investing
because  the  prices of value stocks may decline less in falling markets, due to
their  already  perceived  "underpricing."  Of  course, they can underperform if
company valuations do not improve as expected.

  Our  approach to the selection of securities begins and ends with our analysts
who are an integral part of our investment team. Our Dreyfus analysts contribute
their proprietary forecasts on corporate earnings and cash flows to our computer
models,  their  analysis  and opinions to our decision-making process, and their
constant  flow  of  information  to  our ongoing assessment of owned securities

We  screen  the  universe  of  stocks  by  computer,  according to two principal
methods.  The  first  computer  screen  determines  value  by  calculating  each
security' s  earnings  yield  (our  forecast for earnings divided by the current
security  price)  which,  to  justify purchase, should be greater than the yield
available on reasonably long-term U.S. Treasury securities. Being paid more than
this  risk-free  rate  in order to take the risk inherent in equity investing is
central  to  our  value discipline. The second computer screen looks at 19 other
factors  that  have  historically  influenced  stock  returns, including various
growth,  valuation  and leverage measures. We input into this computer model the
current  economic  and  stock  market  trends,  and the computer calculates each
security' s  exposure  to  this environment. The model is an idea generator, and
further  detailed fundamental analysis is conducted on each potential holding to
determine  its  suitability  for  the  Fund. Combining all of this data with our
analysts'  in-depth  knowledge  of the individual companies, we then construct a
portfolio  of  approximately  60  or  so  securities. We use similar disciplined
criteria  and  several  other factors to determine when selling a security is in
our shareholders' best interest.

Examples of Our Investment Process

  The  detailed  fundamental  analysis, computer modeling and portfolio strategy
that  go  into  the decision-making process for each security in the Fund is not
possible  in  this  short  report.  Instead,  provided  below  are several brief
summaries of some of the better and poorer performing securities within the Fund
during    the    annual    period.

  Biogen,  a  biotechnology company, was one of the better performing securities
in  your  Fund  during the annual period. Our earnings estimates for the company
have  been well above the Wall Street consensus, qualifying this growth stock as
a  value  stock.  We believe that the company's current products and new product
pipeline, both near term and long term, are particularly promising. The security
remained a holding at the end of the fiscal year.

  Xerox  has  been  expanding its core copier business into the computer printer
business  with great initial success. The ability to provide quality service can
be  a  significant  competitive  advantage. The security was one of the stronger
performers  in  the  Fund, and was sold when our investment discipline indicated
that it was fully valued relative to the risk-free alternative.

  RJR  Nabisco  Holdings and Philip Morris Cos., both largely tobacco companies,
were  poor  performers  during  much  of the period. Congress could not agree on
tobacco  legislation that we believe would have significantly benefited both the
public  good  and these securities. The tobacco companies recently resolved many
of  these same issues directly with the states, benefiting the securities. While
we  sold  RJR  Nabisco Holdings during the Fund's fiscal year in order to reduce
exposure  to  the  industry,  we remained attracted to the unusually inexpensive
valuation and high dividend yield of Philip Morris.

  Bankers  Trust,  a  major money-center bank, was a poor-performing security in
your  Fund.  Almost  every financial stock was punished during the summer months
when  emerging  markets  and  worldwide  bond  markets ran into difficulties. We
reacted  quickly  to reduce exposure to the industry, including the sale of this
security.

  In  almost  any  Fund  there  are  both  strong performing and poor performing
securities.  Our job is to maximize the good and minimize the bad, while keeping
risk at tolerable levels. We will not be successful every quarter or every year,
but we work hard to reward our fellow investors over the long term.

  Diligent  management of your investment is our highest priority. Thank you for
entrusting us with your assets.

               Sincerely,

               [Timothy M. Ghriskey signature]


               Timothy M. Ghriskey

               Portfolio Manager

November 30, 1998

New York, N.Y.

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

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

***  SOURCE: WILSHIRE ASSOCIATES, INC. -- The Wilshire Large Company Value Index
is  constructed by using a blend of price-to-book and forecast price-to-earnings
ratios.  The largest 750 stocks in the Wilshire 5000 are ranked based on a style
score  that is 75% price-to-earnings ratio and 25% forecast P/E. The universe is
divided  so  that companies that represent half of the total capitalization fall
into  growth  and the remainder are placed into value. Beginning with the fiscal
year  ended  October  31,  1998,  this  Index will be used as the Fund's primary
benchmark    index.

+SOURCE:  LIPPER  ANALYTICAL  SERVICES,  INC.  --  Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions. The Standard
&  Poor' s  MidCap 400 Index is a broad-based index of 400 companies with market
capitalizations  generally  ranging  from  $50  million  to $10 billion and is a
widely  accepted,  unmanaged  index of overall mid-cap stock market performance.
The  Russell  2000 Index is an unmanaged index and is a leading barometer of the
overall performance of small company stocks.



DREYFUS LARGE COMPANY VALUE FUND                             OCTOBER 31, 1998
- - -----------------------------------------------------------------------------

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

                                    Dollars

$26,192

Standard & Poor's 500 Composite Stock Price Index*

$22,564

Wilshire Large Company Value Index**

$22,419

Dreyfus Large Company Value Fund

  *  Source: Lipper Analytical Services, Inc.

**  Source: Wilshire Associates, Inc.

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

                   One Year Ended                     From Inception (12/29/93)

                   October 31, 1998                       to October 31, 1998
                  ------------------                  -------------------------

                       4.83%                                  18.15%
- - ---------------

Past performance is not predictive of future performance.

The  above  graph  compares  a  $10,000 investment made in Dreyfus Large Company
Value  Fund  on  12/29/93  (Inception Date) to a $10,000 investment made on that
date  in the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500) as
well as to the Wilshire Large Company Value Index which are described below. For
comparative  purposes,  the  value  of  each  Index  on  12/31/93 is used as the
beginning  value  on  12/29/93. All dividends and capital gain distributions are
reinvested.

The Fund's performance shown in the line graph takes into account all applicable
fees  and expenses. The Standard & Poor's 500 Composite Stock Price Index, which
was  the  Fund' s  primary  benchmark  Index  since  its  inception, is a widely
accepted,  unmanaged  index  of  overall  stock market performance. The Wilshire
Large  Company  Value  Index, composed of the largest 750 stocks in the Wilshire
5000  Index  which  meet  certain  statistical  criteria  for  "value," has been
selected as the new primary comparative index because, like the Fund, it focuses
on  "value"  stocks.  It  is  believed  that this Wilshire Index provides a more
accurate  comparison  with  the  Fund' s  value  investment  style.  Pursuant to
applicable  federal regulations, the performance of the S&P 500 will be provided
for this fiscal year, but will not be provided for the fiscal year ended October
31, 1999. The Indices do not take into account charges, fees and other expenses.
Further   information   relating   to   Fund   performance,   including  expense
reimbursements,  if applicable, is contained in the Financial Highlights section
of the Prospectus and elsewhere in this report.


<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS                                     OCTOBER 31, 1998

Common Stocks--95.8%                                                                                 Shares            Value
- - -------------------------------------------------------                                          ____________     _____________
<S>                                                                                                   <C>        <C>
           Consumer Durables--5.1%  Ford Motor . . . . . . . . . . . . . . . . . . . . . .             45,700    $    2,479,225

                                    General Motors . . . . . . . . . . . . . . . . . . . .             36,500         2,301,781

                                    Shaw Industries  . . . . . . . . . . . . . . . . . . .            125,000         2,171,875

                                                                                                                  _____________

                                                                                                                      6,952,881

                                                                                                                  _____________

       Consumer Non-Durables--7.6%  ConAgra. . . . . . . . . . . . . . . . . . . . . . . .             80,000         2,435,000

                                    Kimberly-Clark . . . . . . . . . . . . . . . . . . . .             57,400         2,769,550

                                    Philip Morris Cos. . . . . . . . . . . . . . . . . . .             50,000         2,556,250

                                    Whitman  . . . . . . . . . . . . . . . . . . . . . . .            120,000         2,572,500

                                                                                                                  _____________

                                                                                                                     10,333,300

                                                                                                                  _____________

           Consumer Services--2.0%  McDonald's . . . . . . . . . . . . . . . . . . . . . .             40,000         2,675,000

                                                                                                                  _____________

      Electronic Technology--11.9%  Boeing     . . . . . . . . . . . . . . . . . . . . . .             66,000         2,475,000

                                    Compaq Computer  . . . . . . . . . . . . . . . . . . .             72,000         2,277,000

                                    Intel  . . . . . . . . . . . . . . . . . . . . . . . .             30,000         2,675,625

                                    International Business Machines  . . . . . . . . . . .             21,200         3,146,875

                                    Perkin-Elmer . . . . . . . . . . . . . . . . . . . . .             40,000         3,372,500

                                    Storage Technology . . . . . . . . . . . . . . . . (a)             67,500         2,257,031

                                                                                                                  _____________

                                                                                                                     16,204,031

                                                                                                                  _____________

             Energy Minerals--9.6%  British Petroleum, A.D.R.  . . . . . . . . . . . . . .             32,000         2,830,000

                                    Conoco . . . . . . . . . . . . . . . . . . . . . . . .             33,700           838,288

                                    Exxon  . . . . . . . . . . . . . . . . . . . . . . . .             31,700         2,258,625

                                    Mobil  . . . . . . . . . . . . . . . . . . . . . . . .             29,500         2,232,781

                                    Texaco . . . . . . . . . . . . . . . . . . . . . . . .             39,800         2,360,638

                                    USX-Marathon Group . . . . . . . . . . . . . . . . . .             76,000         2,484,250

                                                                                                                  _____________

                                                                                                                     13,004,582

                                                                                                                  _____________

                    Finance--24.3%  American General . . . . . . . . . . . . . . . . . . .             35,000         2,397,500

                                    BankAmerica  . . . . . . . . . . . . . . . . . . . . .             35,000         2,010,313

                                    CIGNA  . . . . . . . . . . . . . . . . . . . . . . . .             42,000         3,063,375

                                    EXEL, Cl. A  . . . . . . . . . . . . . . . . . . . . .             32,700         2,499,506

                                    Everest Reinsurance Holdings . . . . . . . . . . . . .             70,000         2,410,625

                                    First Union  . . . . . . . . . . . . . . . . . . . . .             42,500         2,465,000

                                    Fleet Financial Group  . . . . . . . . . . . . . . . .             67,600         2,699,775

                                    Freddie Mac  . . . . . . . . . . . . . . . . . . . . .             51,300         2,949,750

                                    KeyCorp  . . . . . . . . . . . . . . . . . . . . . . .             73,200         2,218,875

                                    National City  . . . . . . . . . . . . . . . . . . (a)             37,700         2,424,581

                                    Norwest  . . . . . . . . . . . . . . . . . . . . . . .             73,300         2,725,844

                                    SunAmerica . . . . . . . . . . . . . . . . . . . . . .             34,700         2,446,350

                                    Torchmark  . . . . . . . . . . . . . . . . . . . . . .             61,800         2,703,750

                                                                                                                  _____________

                                                                                                                     33,015,244

                                                                                                                  _____________

           Health Technology--7.0%  Allergan . . . . . . . . . . . . . . . . . . . . . . .             38,000         2,372,625

                                    Amgen  . . . . . . . . . . . . . . . . . . . . . . (a)             30,000         2,356,875

                                    Biogen . . . . . . . . . . . . . . . . . . . . . . (a)             35,000         2,432,500

                                    Pharmacia & Upjohn . . . . . . . . . . . . . . . . . .             43,000         2,276,313

                                                                                                                  _____________

                                                                                                                      9,438,313

                                                                                                                  _____________

DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                         OCTOBER 31, 1998


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

         Industrial Services--3.3%  Schlumberger . . . . . . . . . . . . . . . . . . . . .             42,000    $    2,205,000

                                    Waste Management . . . . . . . . . . . . . . . . . . .             49,500         2,233,688

                                                                                                                  _____________

                                                                                                                      4,438,688

                                                                                                                  _____________

         Non-Energy Minerals--3.9%  Aluminum Co. of America  . . . . . . . . . . . . . . .             36,300         2,876,775

                                    Lafarge  . . . . . . . . . . . . . . . . . . . . . . .             70,000         2,358,125

                                                                                                                  _____________

                                                                                                                      5,234,900

                                                                                                                  _____________

          Process Industries--2.8%  duPont (E.I.) de Nemours & Co. . . . . . . . . . . . .             36,300         2,087,250

                                    Owens-Illinois . . . . . . . . . . . . . . . . . . (a)             58,000         1,772,625

                                                                                                                  _____________

                                                                                                                      3,859,875

                                                                                                                  _____________

                Retail Trade--1.6%  Federated Department Stores  . . . . . . . . . . . (a)             56,600         2,175,563

                                                                                                                  _____________

              Transportation--3.2%  CNF Transportation . . . . . . . . . . . . . . . . . .             60,000         1,815,000

                                    Union Pacific  . . . . . . . . . . . . . . . . . . . .             54,400         2,590,800

                                                                                                                  _____________

                                                                                                                      4,405,800

                                                                                                                  _____________

                  Utilities--13.5%  Ameritech  . . . . . . . . . . . . . . . . . . . . . .             42,000         2,265,375

                                    Bell Atlantic  . . . . . . . . . . . . . . . . . . . .             60,800         3,230,000

                                    Coastal  . . . . . . . . . . . . . . . . . . . . . . .             88,000         3,102,000

                                    MCI WorldCom . . . . . . . . . . . . . . . . . . . . .             47,300         2,613,325

                                    Niagara Mohawk Power . . . . . . . . . . . . . . . . .            154,000         2,252,250

                                    Texas Utilities  . . . . . . . . . . . . . . . . . . .             60,000         2,625,000

                                    U S West . . . . . . . . . . . . . . . . . . . . . . .             39,500         2,266,311

                                                                                                                  _____________

                                                                                                                     18,354,261

                                                                                                                  _____________

                                    TOTAL COMMON STOCKS

                                        (cost $114,095,671)  . . . . . . . . . . . . . . .                         $130,092,438

                                                                                                                  _____________
</TABLE>

<TABLE>
<CAPTION>


                                                                                                  Principal
Short-Term Investments--2.7%                                                                       Amount            Value
- - ------------------------------------------------------------------------------------------       ____________     _____________
<S>                                                                                            <C>             <C>
              U.S. Treasury Bills:  4.49%, 12/17/1998  . . . . . . . . . . . . . . . . . .     $       73,000  $         72,643

                                    4.37%, 12/24/1998  . . . . . . . . . . . . . . . . . .             94,000            93,442

                                    4.11%, 12/31/1998  . . . . . . . . . . . . . . . . . .             35,000            34,765

                                    4.02%, 1/7/1999  . . . . . . . . . . . . . . . . . . .             82,000            81,380

                                    4.11%, 1/28/1999 . . . . . . . . . . . . . . . . . . .          3,382,000         3,347,504

                                                                                                                  _____________

                                    TOTAL SHORT-TERM INVESTMENTS

                                        (cost $3,630,143)  . . . . . . . . . . . . . . . .                       $    3,629,734

                                                                                                                  _____________



TOTAL INVESTMENTS (cost $117,725,814). . . . . . . . . . . . . . . . . . . . . . . . . . .              98.5%      $133,722,172

                                                                                                      _______     _____________


CASH AND RECEIVABLES (NET) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1.5%     $    2,089,682

                                                                                                      _______     _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             100.0%      $135,811,854

                                                                                                      _______     _____________

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

(a) Non-income producing.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES                          OCTOBER 31, 1998

                                                                                                     Cost             Value
                                                                                                _____________     _____________
<S>                                                                                              <C>               <C>
ASSETS:                          Investments in securities--See Statement of Investments . .     $117,725,814      $133,722,172

                                 Receivable for investment securities sold . . . . . . . .                            2,200,092

                                 Dividends receivable  . . . . . . . . . . . . . . . . . .                              165,153

                                 Receivable for shares of Common Stock subscribed  . . . .                               35,981

                                 Prepaid expenses  . . . . . . . . . . . . . . . . . . . .                               41,023

                                                                                                                  _____________

                                                                                                                    136,164,421

                                                                                                                  _____________


LIABILITIES:                     Due to The Dreyfus Corporation and affiliates . . . . . .                               95,742

                                 Due to Distributor  . . . . . . . . . . . . . . . . . . .                               27,461

                                 Cash overdraft due to Custodian . . . . . . . . . . . . .                              136,907

                                 Payable for shares of Common Stock redeemed . . . . . . .                               74,632

                                 Interest payable  . . . . . . . . . . . . . . . . . . . .                                  706

                                 Accrued expenses  . . . . . . . . . . . . . . . . . . . .                               17,119

                                                                                                                  _____________

                                                                                                                        352,567

                                                                                                                  _____________


NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $135,811,854

                                                                                                                  _____________



REPRESENTED BY:                  Paid-in capital . . . . . . . . . . . . . . . . . . . . .                         $119,719,225

                                 Accumulated undistributed investment income--net  . . . .                              453,341

                                 Accumulated net realized gain (loss) on investments,
                                   forward currency exchange contracts and
                                   foreign currency transactions . . . . . . . . . . . . .                             (357,070)

                                 Accumulated net unrealized appreciation (depreciation)
                                   on investments--Note 4(b) . . . . . . . . . . . . . . .                           15,996,358

                                                                                                                  _____________


NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $135,811,854

                                                                                                                  _____________



SHARES OUTSTANDING

(100 MILLION SHARES OF $.001 PAR VALUE COMMON STOCK AUTHORIZED). . . . . . . . . . . . . .                            6,397,732


NET ASSET VALUE, offering and redemption price per share--Note 3(d). . . . . . . . . . . .                               $21.23

                                                                                                                        _______


                      SEE NOTES TO FINANCIAL STATEMENTS.

</TABLE>

<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF OPERATIONS                           YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME
<S>                              <C>                                                         <C>
INCOME:                          Cash dividends (net of $13,321 foreign taxes
                                    withheld at source)  . . . . . . . . . . . . .           $2,383,465

                                 Interest  . . . . . . . . . . . . . . . . . . . .              176,130

                                                                                            ___________

                                    Total Income . . . . . . . . . . . . . . . . .                              $   2,559,595

EXPENSES:                        Management fee--Note 3(a) . . . . . . . . . . . .            1,196,867

                                 Shareholder servicing costs--Note 3(b)  . . . . .              635,709

                                 Registration fees . . . . . . . . . . . . . . . .               49,058

                                 Prospectus and shareholders' reports  . . . . . .               33,161

                                 Professional fees . . . . . . . . . . . . . . . .               24,472

                                 Custodian fees--Note 3(b) . . . . . . . . . . . .               20,765

                                 Directors' fees and expenses--Note 3(c) . . . . .                8,729

                                 Interest expense--Note 2  . . . . . . . . . . . .                  834

                                 Miscellaneous . . . . . . . . . . . . . . . . . .                8,168

                                                                                            ___________

                                    Total Expenses . . . . . . . . . . . . . . . .                                  1,977,763

                                                                                                                  ___________


INVESTMENT INCOME--NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    581,832

                                                                                                                  ___________

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

                    Net realized gain (loss) on investments

                                    and foreign currency transactions  . . . . . .         $  (431,167)

                                 Net realized gain (loss) on forward currency


                                    exchange contracts . . . . . . . . . . . . . .              145,195

                                                                                            ___________

                                        NET REALIZED GAIN (LOSS) . . . . . . . . .                                   (285,972)

                                 Net unrealized appreciation (depreciation) on
                                    investments and foreign currency transactions  .                                8,199,995

                                                                                                                  ___________

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS . . . . . . . . . . . . . .                                  7,914,023

                                                                                                                  ___________

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . . .                                 $8,495,855

                                                                                                                 ___________



                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

                                                                                              Year Ended         Year Ended
                                                                                           October 31, 1998   October 31, 1997
                                                                                           _______________    _______________
<S>                                                                                       <C>                  <C>
OPERATIONS:

  Investment income--net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $       581,832     $      408,170

  Net realized gain (loss) on investments  . . . . . . . . . . . . . . . . . . . . . . .         (285,972)          7,983,595

  Net unrealized appreciation (depreciation) on investments  . . . . . . . . . . . . . .         8,199,995          5,923,746

                                                                                            ______________     ______________

    Net Increase (Decrease) in Net Assets Resulting from Operations  . . . . . . . . . .         8,495,855         14,315,511

                                                                                            ______________     ______________

DIVIDENDS TO SHAREHOLDERS FROM:

  Investment income--net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (419,872)          (262,874)

  Net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . .        (8,053,887)        (2,353,920)

                                                                                            ______________     ______________

    Total Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (8,473,759)        (2,616,794)

                                                                                            ______________     ______________

CAPITAL STOCK TRANSACTIONS:

  Net proceeds from shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        53,216,392        172,616,707

  Dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,047,136          2,254,119

  Cost of shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (87,433,544)       (58,796,553)

                                                                                            ______________      ______________

    Increase (Decrease) in Net Assets from Capital Stock Transactions  . . . . . . . . .       (26,170,016)       116, 074,273

                                                                                            ______________     ______________

       Total Increase (Decrease) in Net Assets . . . . . . . . . . . . . . . . . . . . .       (26,147,920)        127,772,990

NET ASSETS:

  Beginning of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       161,959,774         34,186,784

                                                                                            ______________     ______________

  End of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $135,811,854       $161,959,774

                                                                                            ______________     ______________


UNDISTRIBUTED INVESTMENT INCOME--NET . . . . . . . . . . . . . . . . . . . . . . . . . .   $       453,341    $       291,381

                                                                                            ______________     ______________

                                                                                                Shares             Shares

                                                                                            ______________     ______________

CAPITAL SHARE TRANSACTIONS:

  Shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,507,151          8,530,858

  Shares issued for dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . .           393,504            121,976

  Shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (4,087,272)        (2,962,260)

                                                                                            ______________     ______________

    Net Increase (Decrease) in Shares Outstanding  . . . . . . . . . . . . . . . . . . .       (1,186,617)          5,690,574

                                                                                            ______________     ______________

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

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



                                                                                     Year Ended October 31,
                                                                       ______________________________________________________

PER SHARE DATA:                                                     1998         1997         1996         1995        1994(1)
                                                                   _______       _______      _______     _______      _______
<S>                                                                 <C>          <C>          <C>           <C>          <C>
   Net asset value, beginning of period  . . . . . . . . . .        $21.35       $18.05       $15.46        $12.63       $12.50

                                                                   _______      _______      _______       _______      _______

   Investment Operations:

   Investment income--net  . . . . . . . . . . . . . . . . .           .09          .07          .12           .22          .26

   Net realized and unrealized gain (loss) on investments  .           .91         4.33         4.68          2.93         (.13)

                                                                   _______      _______      _______       _______      _______

       Total from Investment Operations  . . . . . . . . . .          1.00         4.40         4.80          3.15          .13

                                                                   _______      _______      _______       _______      _______

   Distributions:

   Dividends from investment income--net . . . . . . . . . .          (.06)        (.11)        (.21)         (.32)          --

   Dividends from net realized gain on investments . . . . .         (1.06)        (.99)       (2.00)           --           --

                                                                   _______      _______      _______       _______      _______

       Total Distributions . . . . . . . . . . . . . . . . .         (1.12)       (1.10)       (2.21)         (.32)          --

                                                                   _______      _______      _______       _______      _______

   Net asset value, end of period  . . . . . . . . . . . . .        $21.23       $21.35       $18.05        $15.46       $12.63

                                                                   _______      _______      _______       _______      _______

TOTAL INVESTMENT RETURN. . . . . . . . . . . . . . . . . . .          4.83%       25.29%       34.35%        25.73%        1.04%(2)

RATIOS/SUPPLEMENTAL DATA:

   Ratio of expenses to average net assets . . . . . . . . .          1.24%        1.22%        1.25%          .83%          --

   Ratio of net investment income to average net assets  . .           .36%         .41%         .93%         1.64%        2.08%(2)

   Decrease reflected in above expense ratios due to
       undertakings by the Manager . . . . . . . . . . . . .            --          .06%         .32%         1.76%        2.01%(2)

   Portfolio Turnover Rate . . . . . . . . . . . . . . . . .        156.72%      110.14%      186.39%       143.61%       48.35%(2)

   Net Assets, end of period (000's Omitted) . . . . . . . .      $135,812     $161,960      $34,187        $6,687       $5,168

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

(1) From December 29, 1993 (commencement of operations) to October 31, 1994.

(2) Not annualized.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

Dreyfus Large Company 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
capital  appreciation.  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
fund' s  operations;  expenses  which are applicable to all series are allocated
among them on a pro rata basis.

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

  (A)  PORTFOLIO  VALUATION:  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.
Forward currency exchange contracts are valued at the forward rate.

  (B)  FOREIGN  CURRENCY TRANSACTIONS: The Fund does not isolate that portion of
the  results  of  operations resulting from changes in foreign exchange rates on
investments  from  the  fluctuations  arising  from  changes in market prices of
securities  held.  Such  fluctuations  are  included  with  the net realized and
unrealized gain or loss from investments.

  Net  realized foreign exchange gains or losses arise from sales and maturities
of  short-term securities, sales of foreign currencies, currency gains or losses
realized  on  securities  transactions, and the difference between the amount of
dividends,  interest  and foreign withholding taxes recorded on the Fund's books
and  the  U.S.  dollar  equivalent of the amounts actually received or paid. Net
unrealized  foreign  exchange gains or losses arise from changes in the value of
assets  and  liabilities  other  than  investments in securities, resulting from
changes  in exchange rates. Such gains and losses are included with net realized
and unrealized gain or loss on investments.

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

(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend date.
Dividends  from  investment  income-net  and dividends from net realized capital
gain   are   normally  declared  and  paid  annually,  but  the  Fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements  of  the Internal Revenue Code 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.

DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

  The  Fund  has  an  unused  capital  loss  carryover of approximately $290,000
available  for  Federal  income  tax  purposes  to be applied against future net
securities  profits,  if  any  realized  subsequent  to October 31, 1998. If not
applied, the carryover expires in fiscal 2006.

NOTE 2--BANK LINE OF CREDIT:

  The  Fund  may  borrow  up  to  $2  million  for  leveraging  purposes under a
short-term  unsecured line of credit and participates with other Dreyfus-managed
funds  in  a  $100 million unsecured line of credit primarily to be utilized for
temporary  or  emergency  purposes,  including  the  financing  of  redemptions.
Interest  is charged to the Fund at rates which are related to the Federal Funds
rate in effect at the time of borrowings.

  The  average  daily  amount  of borrowings outstanding under both arrangements
during  the  period  ended  October  31,  1998 was approximately $12,900, with a
related weighted average annualized interest rate of 6.47%.

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
October  31,  1998,  the  Fund  was charged $398,956 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  October  31, 1998, the Fund was charged $135,763 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 October 31, 1998, the Fund was
charged $20,765 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  redemption or exchange occurs less than fifteen
days  following  the date of issuance. During the period ended October 31, 1998,
redemption fees amounted to $4,087.

  (E)  During  the  period  ended  October  31,  1998,  the  Fund incurred total
brokerage  commissions of $646,593, of which $456 was paid to Dreyfus Investment
Services Corporation, a subsidiary of Mellon.

DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--SECURITIES TRANSACTIONS:

  (A)  The  aggregate  amount  of  purchases and sales of investment securities,
excluding  short-term securities and forward currency exchange contracts, during
the  period  ended October 31, 1998, amounted to $241,810,083 and  $273,046,428,
respectively.

The Fund enters into forward currency exchange contracts in order to hedge its
exposure  to changes in foreign currency exchange rates on its foreign portfolio
holdings.  When  executing  forward  currency  exchange  contracts,  the Fund is
obligated  to  buy  or  sell a foreign currency at a specified rate on a certain
date  in  the  future.  With  respect  to  sales  of  forward  currency exchange
contracts,  the  Fund  would incur a loss if the value of the contract increases
between  the  date  the  forward  contract  is  opened  and the date the forward
contract  is  closed.  The  Fund  realizes  a  gain if the value of the contract
decreases  between  those  dates.  With respect to purchases of forward currency
exchange  contracts,  the  Fund  would incur a loss if the value of the contract
decreases  between  the  date  the  forward  contract is opened and the date the
forward  contract  is  closed.  The  Fund  realizes  a  gain if the value of the
contract  increases between those dates. The Fund is also exposed to credit risk
associated  with counter party nonperformance on these forward currency exchange
contracts  which  is  typically  limited  to  the  unrealized  gain on each open
contract.  At  October  31,  1998,  there were no open forward currency exchange
contracts.

  (B)   At   October  31,  1998,  accumulated  net  unrealized  appreciation  on
investments   was   $15,996,358   consisting  of  $18,536,016  gross  unrealized
appreciation and $2,539,658 gross unrealized depreciation.

  At  October  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 LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Directors

Dreyfus Large Company Value Fund

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the statement of investments,
of  Dreyfus  Large  Company  Value  Fund (one of the series constituting Dreyfus
Growth  and Value Funds, Inc.) as of October 31, 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  by  the  custodian as of October 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  Large  Company  Value  Fund  at  October  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

December 10, 1998


DREYFUS LARGE COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

IMPORTANT TAX INFORMATION (UNAUDITED)

  For  Federal  tax  purposes,  the  Fund hereby designates $.075 per share as a
long-term capital gain distribution of the $1.110 per share paid on December 10,
1997.

  The  Fund  also  designates  15.83%  of the ordinary dividends paid during the
fiscal  year  ended  October  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.


                                   [reg.tm logo]

                                   (reg.tm)

DREYFUS LARGE COMPANY

VALUE FUND

200 Park Avenue

New York, NY 10166

MANAGER

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

CUSTODIAN

Mellon Bank, N.A.

One Mellon Bank Center

Pittsburgh, PA 15258

TRANSFER AGENT &

DIVIDEND DISBURSING AGENT

Dreyfus Transfer, Inc.

P.O. Box 9671

Providence, RI 02940








Printed in U.S.A.                                             251AR9810

Large Company

Value

Annual Report

October 31, 1998



DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

LETTER TO SHAREHOLDERS

Dear Shareholder:

We are pleased to provide you with this report for Dreyfus Small Company Value
Fund  for  the  12-month  period  ended October 31, 1998. Over this period, your
Fund' s  total return was -20.83%.* This compares with a total return of -11.84%
for  the  Russell  2000  Index,  which  serves  as the Fund's benchmark index.*

The Fund's performance was adversely affected by our holdings in capital goods
and  basic  industries,  two  of  the most economically sensitive sectors of the
market.  Further,  an  early  move  to  an  underweight  position  in energy and
technology  hampered  performance.  A modest exposure in financial stocks and an
underweight position in utilities also hurt results.

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. Financial stresses pushed the Fed to ease
credit  in  both  late  September  and  mid-October.  After many years of subpar
economic  growth,  continental Europe moved into a sustained economic expansion.
The overall European economy benefited as interest rates in peripheral countries
such  as  Spain  and  Italy  fell,  approaching  the lower levels established by
Germany,  on  the  eve  of  currency  unification.  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 price of assets they owned.

  The  negative  effect of Asian weakness was felt in the industrial sector more
than  in  the consumer sector. Corporate profits weakened, especially in sectors
affected  by  the Asian crisis such as world-traded commodities (oil, metals and
paper)  and  exports.  One  result of this 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

  Evidence  of  a  weaker  world  economy  accumulated as the financial stresses
continued.  A  worsened financial crisis occurred between the Russian default in
mid-August  and  the  fallout from the Long-Term Capital Management (hedge fund)
crisis  through  early October. However, proactive steps were taken to stabilize
the  Japanese  banks,  design  a  support  package  for Brazil and ease monetary
policy. The prospects for world economic weakness and monetary ease in the major
countries  will  be  powerfully influenced 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 October 31, 1998 encompassed some very different market
phases.  There  was  stock  market strength during the early part of the period.
Then  small-cap  indices  started  to  erode  in  the  spring and were joined by
large-cap  indices  by  mid-summer.  A sharp decline until the end of August was
followed  by  a  brief  rebound  and then a renewed decline amid financial fears
until early October. The last few weeks of the fiscal year saw a strong rally in
response  to  the easing of monetary policy. Over the 12-month period, the total
return on the Standard & Poor's Stock Price Index was 22.01%. Returns on mid-cap
and  small-cap  stock  indices  tended  to  be weaker than on large-caps, 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 nearly
11  months  of the fiscal year, but then eased policy twice. Second, weakness in
emerging  country economies contributed to declining commodity prices and a drop
in  long-term  Treasury bond yields to multidecade lows. Third, expectations for
corporate  profits dropped, first in the sectors sensitive to Asian developments
such as oil, basic materials and exports and then for a broader list of stocks.

  The  trigger  for  the  sharp  decline  in stocks in August appeared to be the
Russian default in the summer of 1998. This resulted in deepening concerns about
weaker  economic  growth  and  corporate profits. There was also a global margin
call 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 selloff due to concerns about financial contagion among emerging
countries  and  potential loan losses by financial institutions. However, in the
last few weeks of the fiscal year, these fears began to ebb and the stock market
rebounded.

  The  erosion  of  expectations  about average corporate profit growth over the
last  year contributed to an outperformance by a small group of super-cap growth
stocks  for  much  of  the  fiscal  year.  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 that fall into the value category fell
sharply following the Russian default and global margin call concerns.

  The  fiscal  year  ended  October 31, 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 19.71%, while the Russell
1000  Growth  Index  returned  24.64%  and the Russell 1000 Value Index returned
14.83% . The  return  on  the Russell Midcap Index was 4.46% while the small-cap
Russell 2000 Index return was -11.84%.***

PORTFOLIO FOCUS

  Our  investment  philosophy  for  the Fund focuses on identifying cheap stocks
with  positive  short-term  business trends and solid long-term fundamentals. We
examine   many   measures   to   identify   cheap   stocks;  price-to-earnings,
price-to-book, price-to-sales, and breakup value are the most important. We also
pay close attention to normalized earnings for cyclical industries. Our focus is
more  on  stocks  that  are  cheap  versus their own historical valuation ranges
rather than against the market as a whole. There are many stocks that trade well
below  historical average valuation measures, such as price-to-book, despite the
popular press's focus on how expensive the overall market is.

  While  cheap  stocks  tend to have less downside risk than the overall market,
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 and industries 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  run a highly
diversified  portfolio,  which  typically  holds  more  than  150 companies. The
portfolio  is  diversified  by  economic  sector  as  well. We believe that this
value-oriented  and  risk-averse strategy is particularly well suited to today's
market environment.

  We  believe  that  the  considerable  volatility  in  the prices of individual
securities  has  presented  the  opportunity  to  find attractively valued small
capitalization   stocks.   As  investors  become  increasingly  focused  on  the
short-term outlook for companies (i.e., next quarter's earnings sustainability),
they  may  be  missing  the  long-term  picture in the business analysis. With a
perspective  that  is  both  short-  and  long-term, value-oriented and research
driven,  we  will  seek  to  capitalize  on  the volatility in the current stock
market.

  We  have  invested in a number of companies that we believe to be attractively
valued  in the consumer services and consumer nondurables sectors. Some of these
stocks  historically  have  traded at very rich earnings multiples, but recently
have been severely penalized by the market because of short-term challenges or a
modest  deceleration of growth. Yet we believe that these companies can continue
to  be  high  quality,  consistent  long-term growers. One area where we believe
there  is  considerable  value is in shoe manufacturing and retailing. Companies
such  as  Wolverine  World  Wide and Maxwell Shoe have continued to do very well
despite  a  tough  retail  environment  for  shoes. When industry-wide inventory
excesses are corrected, we expect the shares to respond favorably.

  We  have substantially raised our weighting in technology following the severe
decline  experienced  by the sector due to concerns about Asia. While it is true
that many technology companies have a higher concentration of sales in Asia than
most  other  companies,  the  declines  in the prices of many high quality, high
growth  enterprises have been too severe, in our opinion. Many technology issues
are  trading  at  levels  close  to  their  all-time  lows  on several valuation
measures.  Recent  order trends indicate a strong pickup in demand for computers
and  computer  equipment.  Excess  inventories have been reduced and a period of
improved  sales  and  earnings may be at hand. Recent stock performance seems to
confirm  a  more  positive  market environment for the group. Symantec, which we
have  owned  for  some  time,  was  severely punished by the market for a recent
earnings   disappointment.   Having   substantially   reduced  our  position  in
anticipation  of  such  a  risk, we subsequently raised the holding to among the
largest  in  the  portfolio  because  we  believe it was hit way too hard by the
market. The shares have recently rebounded considerably.

  We  believe  that  energy  stock  valuations have become very compelling after
significantly  trailing  the  market  for most of the year. Most exploration and
production  companies  trade  at the low end of historical valuation ranges. For
the  most  part, this is due to falling energy prices. We do not try to forecast
energy  prices.  While energy prices fluctuate, we are comforted by the very low
valuations  and  strong  production  growth  characteristics  of  the  companies
recently  added  to  the  Fund. We have also added energy services stocks, which
until recently were not cheap enough, given our valuation criteria.

  Utilities  were among the best performing stocks in the recent market decline.
This  was  driven  by  falling  interest  rates and, more importantly, investors
seeking  safe havens from the risks of earnings disappointments due to the Asian
crisis.  We  don' t  own  stocks  in  the  group because, in our opinion, growth
prospects are anemic, business momentum is neutral and political risk is high.

  We  remain  overweighted  in transportation, particularly truckers, because in
our  opinion valuations assume a "worst case" economic environment, yet business
fundamentals are relatively sound.

  We  continue  to  de-emphasize  financial  stocks  because  valuations are not
compelling. Financials are trading well above historical multiple ranges on such
measures  as  price-to-earnings  and  price-to-book. In part, this is due to the
consolidation  trend  within  the  banking  sector,  as  the  potential takeover
premiums  are  built  into  many  stocks.  We  are  disciplined about valuation,
however,  and  won' t  buy  stocks  in  hope  of  a takeover. Much of the highly
publicized  drop  in  financials  this  fall was concentrated on the large money
center banks and brokers. Small cap financial stocks did not get cheap enough to
meet our valuation hurdles.

  In  recent  weeks  the  overall markets seem to have stabilized as a result of
actions  by  the Federal Reserve to reduce interest rates and restore confidence
in  the  economy.  This  has  been particularly beneficial for small cap stocks,
given a significant improvement in liquidity of smaller issuers.

  We  believe  that in due course, the investment philosophy that we follow will
prove  itself  once  again.  It  is  a  pleasure  and  a privilege to serve your
investment needs.

               Sincerely,


               [Peter I. Higgins signature]



               Peter I. Higgins

               Portfolio Manager

November 16, 1998

Boston, MA

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

**SOURCE:  LIPPER  ANALYTICAL  SERVICES,  INC.--  Reflects the reinvestment of
income  dividends and, where applicable, capital gain distributions. The Russell
2000  Index is a widely accepted, unmanaged index composed of the 2,000 smallest
companies in the Russell 3000 Index. The Russell 3000 Index is composed of 3,000
of the largest U.S. companies by market capitalization.

***SOURCE:  LIPPER  ANALYTICAL SERVICES, INC. -- The Russell 1000 Index measures
the  performance of the 1,000 largest companies in the Russell 3000 Index, which
represent  approximately  89%  of the total market capitalization of the Russell
3000  Index.  The  Russell  1000  Growth Index measures the performance of those
Russell  1000  companies  with higher price-to-book ratios and higher forecasted
growth  values.  The  Russell 1000 Value Index measures the performance of those
Russell  1000  companies  with  lower  price-to-book ratios and lower forecasted
growth values. 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.  All  indices are
unmanaged and include reinvested dividends.


DREYFUS SMALL COMPANY VALUE FUND                             OCTOBER 31, 1998
- - -----------------------------------------------------------------------------

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

                                    Dollars

$18,210

Dreyfus Small Company Value Fund

$15,676

Russell 2000 Index*

*Source: Lipper Analytical Services, Inc.

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

           One Year Ended                     From Inception (12/29/93)

          October 31, 1998                       to October 31, 1998




              (20.83)%                                 13.18%

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

Past performance is not predictive of future performance.

The  above  graph  compares  a  $10,000 investment made in Dreyfus Small Company
Value  Fund  on  12/29/93  (Inception  Date) to a $10,000 investment made in the
Russell  2000  Index  on  that  date. For comparative purposes, the value of the
Index  on 12/31/93 is used as the beginning value on 12/29/93. All dividends and
capital gain distributions are reinvested.

The Fund's performance shown in the line graph takes into account all applicable
fees  and expenses. The Russell 2000 Index is an unmanaged index and is composed
of  the  2,000  smallest  companies  in the Russell 3000 Index. The Russell 3000
Index   is   composed   of  3,000  of  the  largest  U.S.  companies  by  market
capitalization.  The  Index  does  not take into account charges, fees and other
expenses.  Further  information  relating to Fund performance, including expense
reimbursements,  if applicable, is contained in the Financial Highlights section
of the Prospectus and elsewhere in this report.

<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS                                     OCTOBER 31, 1998

Common Stocks--97.1%                                                                                 Shares           Value
- - -------------------------------------------------------                                          ____________     _____________
<S>                                                                                         <C>                 <C>
            Basic Industries--4.2%  CalMat . . . . . . . . . . . . . . . . . . . . . . . .            268,200   $     6,285,938

                                    Cherry, Cl. B  . . . . . . . . . . . . . . . . . . . .  (a)        57,900           709,275

                                    Gaylord Container, Cl. A . . . . . . . . . . . . . . .  (a)       527,600         1,582,800

                                    IMCO Recycling . . . . . . . . . . . . . . . . . . . .            106,300         1,468,269

                                    Philip Services  . . . . . . . . . . . . . . . . . . .  (a)        94,285            47,143

                                    Safety-Kleen . . . . . . . . . . . . . . . . . . . . .  (a)       536,700         1,643,644

                                    Structural Dynamics Research . . . . . . . . . . . . .  (a)        30,000           431,250

                                    Wausau-Mosinee Paper . . . . . . . . . . . . . . . . .             36,400           634,725

                                                                                                                  _____________

                                                                                                                     12,803,044

                                                                                                                  _____________

               Capital Goods--6.8%  Aviall . . . . . . . . . . . . . . . . . . . . . . . .  (a)       190,400         2,058,700

                                    Avondale Industries  . . . . . . . . . . . . . . . . .  (a)       142,400         3,711,300

                                    Building Material Holdings . . . . . . . . . . . . . .  (a)         6,200            68,975

                                    Chicago Bridge & Iron N.V. . . . . . . . . . . . . . .            158,800         1,617,775

                                    DONCASTERS, A.D.S. . . . . . . . . . . . . . . . . . .  (a)       221,400         3,099,600

                                    Fairchild, Cl. A . . . . . . . . . . . . . . . . . . .  (a)       161,100         2,174,850

                                    Genlyte Group  . . . . . . . . . . . . . . . . . . . .  (a)        75,400         1,493,863

                                    Hawk, Cl. A  . . . . . . . . . . . . . . . . . . . . .  (a)        49,600           496,000

                                    Intermet . . . . . . . . . . . . . . . . . . . . . . .              5,200            84,500

                                    OmniQuip International . . . . . . . . . . . . . . . .            100,300         1,341,513

                                    Vivid Technologies . . . . . . . . . . . . . . . . . .  (a)        15,000            88,125

                                    Wabash National  . . . . . . . . . . . . . . . . . . .            205,200         3,642,300

                                    Wolverine Tube . . . . . . . . . . . . . . . . . . . .  (a)        23,500           497,906

                                                                                                                  _____________

                                                                                                                     20,375,407

                                                                                                                  _____________

           Computer Software--6.8%  ARDENT Software  . . . . . . . . . . . . . . . . . . .  (a)       292,500         4,387,500

                                    Learning Company . . . . . . . . . . . . . . . . . . .  (a)       253,400         6,540,888

                                    Sybase . . . . . . . . . . . . . . . . . . . . . . . .  (a)       157,400           934,563

                                    Symantec . . . . . . . . . . . . . . . . . . . . . . .  (a)       531,700         8,507,200

                                                                                                                  _____________

                                                                                                                     20,370,151

                                                                                                                  _____________

           Consumer Durables--4.4%  BE Aerospace . . . . . . . . . . . . . . . . . . . . .  (a)       190,500         4,095,750

                                    Beazer Homes USA . . . . . . . . . . . . . . . . . . .  (a)        94,600         1,673,238

                                    Dura Automotive System, Cl. A  . . . . . . . . . . . .  (a)        96,400         2,301,550

                                    LADD Furniture . . . . . . . . . . . . . . . . . . . .  (a)        81,400         1,475,375

                                    Midway Games . . . . . . . . . . . . . . . . . . . . .  (a)        97,600           957,700

                                    Newmark Homes  . . . . . . . . . . . . . . . . . . . .             42,500           345,313

                                    Tristar Aerospace  . . . . . . . . . . . . . . . . . .            239,800         2,457,950

                                                                                                                  _____________

                                                                                                                     13,306,876

                                                                                                                  _____________

       Consumer Non-Durables--9.4%  Ashworth . . . . . . . . . . . . . . . . . . . . . . .  (a)       218,400         1,392,300

                                    Authentic Fitness  . . . . . . . . . . . . . . . . . .             30,400           419,900

                                    Ball . . . . . . . . . . . . . . . . . . . . . . . . .             88,400         3,729,375

                                    Crown Crafts . . . . . . . . . . . . . . . . . . . . .            208,200         1,171,125

                                    Delta Woodside Industries  . . . . . . . . . . . . . .             70,800           398,250

                                    Fruit of The Loom, Cl. A . . . . . . . . . . . . . . .  (a)        56,300           858,575

                                    Houghton Mifflin . . . . . . . . . . . . . . . . . . .             55,600         2,168,400

                                    Maxwell Shoe, Cl. A  . . . . . . . . . . . . . . . . .  (a)       160,000         1,880,000

DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                         OCTOBER 31, 1998


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

Consumer Non-Durables (continued)   Phillips-Van Heusen  . . . . . . . . . . . . . . . . .            251,600    $    2,311,575

                                    Pilgrim's Pride  . . . . . . . . . . . . . . . . . . .             52,100         1,201,556

                                    Pillowtex  . . . . . . . . . . . . . . . . . . . . . .             54,000         1,755,000

                                    SLI  . . . . . . . . . . . . . . . . . . . . . . . . .  (a)        59,400           994,950

                                    Saint John Knits . . . . . . . . . . . . . . . . . . .            234,000         4,723,875

                                    Vans . . . . . . . . . . . . . . . . . . . . . . . . .  (a)       282,400         2,329,800

                                    Warnaco Group, Cl. A . . . . . . . . . . . . . . . . .             27,500           702,969

                                    Wolverine World Wide . . . . . . . . . . . . . . . . .            180,100         2,352,556

                                                                                                                  _____________

                                                                                                                     28,390,206

                                                                                                                  _____________

          Consumer Services--18.0%  ACNielsen  . . . . . . . . . . . . . . . . . . . . . .  (a)        37,600         1,005,800

                                    Bon-Ton Stores . . . . . . . . . . . . . . . . . . . .  (a)       172,700         1,133,344

                                    Boyd Gaming  . . . . . . . . . . . . . . . . . . . . .  (a)       274,400           823,200

                                    Brown Group  . . . . . . . . . . . . . . . . . . . . .            242,000         3,856,875

                                    Brylane  . . . . . . . . . . . . . . . . . . . . . . .  (a)        68,100         1,098,113

                                    Buffets  . . . . . . . . . . . . . . . . . . . . . . .  (a)       217,900         2,356,044

                                    Building One Services  . . . . . . . . . . . . . . . .  (a)       116,500         1,441,688

                                    CEC Entertainment  . . . . . . . . . . . . . . . . . .  (a)       137,000         3,870,250

                                    Cadmus Communication . . . . . . . . . . . . . . . . .             85,000         1,476,875

                                    Claire's Stores  . . . . . . . . . . . . . . . . . . .            238,000         4,031,125

                                    Discount Auto Parts  . . . . . . . . . . . . . . . . .  (a)       119,600         2,885,350

                                    Dress Barn . . . . . . . . . . . . . . . . . . . . . .  (a)        81,100         1,145,538

                                    Elder-Beerman Stores . . . . . . . . . . . . . . . . .  (a)       133,900         1,564,956

                                    Emmis Communications, Cl. A  . . . . . . . . . . . . .  (a)       144,600         4,735,650

                                    Finish Line, Cl. A . . . . . . . . . . . . . . . . . .  (a)       182,900         1,943,313

                                    Finley Enterprises . . . . . . . . . . . . . . . . . .  (a)       149,700         1,061,934

                                    J & J Snack Foods  . . . . . . . . . . . . . . . . . .  (a)       119,300         2,684,250

                                    Lithia Motors, Cl. A . . . . . . . . . . . . . . . . .  (a)       126,600         1,899,000

                                    Micro Warehouse  . . . . . . . . . . . . . . . . . . .  (a)       102,300         2,231,419

                                    Miller Industries  . . . . . . . . . . . . . . . . . .  (a)       297,400         1,561,350

                                    OfficeMax  . . . . . . . . . . . . . . . . . . . . . .  (a)       379,100         3,459,288

                                    Sapiens International  . . . . . . . . . . . . . . . .  (a)       220,000         1,498,750

                                    Stage Stores . . . . . . . . . . . . . . . . . . . . .  (a)        84,400         1,118,300

                                    Station Casinos  . . . . . . . . . . . . . . . . . . .  (a)       107,500           645,000

                                    Sunglass Hut International . . . . . . . . . . . . . .  (a)       143,900           665,538

                                    Sykes Enterprises  . . . . . . . . . . . . . . . . . .  (a)        85,500         1,677,938

                                    Timberland, Cl. A  . . . . . . . . . . . . . . . . . .  (a)        16,800           672,000

                                    Young Broadcasting, Cl. A  . . . . . . . . . . . . . .  (a)        47,700         1,505,531

                                                                                                                  _____________

                                                                                                                     54,048,419

                                                                                                                  _____________

                      Energy--7.6%  Barrett Resources  . . . . . . . . . . . . . . . . . .  (a)        11,200           263,900

                                    Devon Energy . . . . . . . . . . . . . . . . . . . . .             67,000         2,269,625

                                    EEX  . . . . . . . . . . . . . . . . . . . . . . . . .  (a)       505,400         1,958,425

                                    Forecenergy  . . . . . . . . . . . . . . . . . . . . .  (a)        80,300           476,781

                                    Giant Industries . . . . . . . . . . . . . . . . . . .            161,300         1,885,194

                                    Houston Exploration  . . . . . . . . . . . . . . . . .  (a)       169,400         3,006,850

                                    Marine Drilling  . . . . . . . . . . . . . . . . . . .  (a)       143,800         1,608,763

                                    Newfield Exploration . . . . . . . . . . . . . . . . .  (a)        60,400         1,468,475

                                    Newpark Resources  . . . . . . . . . . . . . . . . . .  (a)       308,400         2,910,525

DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                         OCTOBER 31, 1998


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

                Energy (continued)  Range Resources  . . . . . . . . . . . . . . . . . . .            513,700    $    2,921,669

                                    Santa Fe Energy Resources  . . . . . . . . . . . . . .  (a)       369,200         2,999,750

                                    Titan Exploration  . . . . . . . . . . . . . . . . . .  (a)       195,600         1,149,150

                                                                                                                  _____________

                                                                                                                     22,919,107

                                                                                                                  _____________

          Financial Services--7.9%  ARM Financial Group, Cl. A . . . . . . . . . . . . . .            143,000         2,743,813

                                    Astoria Financial  . . . . . . . . . . . . . . . . . .            137,313         5,904,459

                                    Bay View Capital . . . . . . . . . . . . . . . . . . .             52,600           907,350

                                    CNA Surety . . . . . . . . . . . . . . . . . . . . . .  (a)       132,800         1,867,500

                                    FirstFed Financial . . . . . . . . . . . . . . . . . .  (a)         9,300           152,288

                                    Golden State Bancorp . . . . . . . . . . . . . . . . .  (a)       163,060         3,128,714

                                    Guarantee Life Cos.  . . . . . . . . . . . . . . . . .             66,300         1,276,275

                                    Klamath First Bancorp  . . . . . . . . . . . . . . . .             73,400         1,339,550

                                    PFF Bancorp  . . . . . . . . . . . . . . . . . . . . .  (a)       201,700         2,962,469

                                    Resource Bancshares Mortgage Group . . . . . . . . . .             50,600           746,350

                                    SCPIE Holdings . . . . . . . . . . . . . . . . . . . .             89,700         2,814,338

                                                                                                                  _____________

                                                                                                                     23,843,106

                                                                                                                  _____________

                 Health Care--7.4%  CONMED . . . . . . . . . . . . . . . . . . . . . . . .  (a)       229,300         6,076,434

                                    Elscint  . . . . . . . . . . . . . . . . . . . . . . .             81,200           913,500

                                    ESC Medical Systems  . . . . . . . . . . . . . . . . .  (a)       310,800         2,525,250

                                    Hologic Inc. . . . . . . . . . . . . . . . . . . . . .  (a)       194,300         2,659,481

                                    King Pharmaceuticals . . . . . . . . . . . . . . . . .            161,400         2,511,788

                                    PharMerica . . . . . . . . . . . . . . . . . . . . . .  (a)       471,900         1,592,663

                                    Quest Diagnostics  . . . . . . . . . . . . . . . . . .            231,500         3,848,688

                                    Rural/Metro Corp.  . . . . . . . . . . . . . . . . . .  (a)        68,500           719,250

                                    SpaceLabs Medical  . . . . . . . . . . . . . . . . . .  (a)       102,200         1,481,900

                                                                                                                  _____________

                                                                                                                     22,328,954

                                                                                                                  _____________

                 Technology--20.1%  CFM Technologies . . . . . . . . . . . . . . . . . . .  (a)        10,800            97,200

                                    CHS Electronics  . . . . . . . . . . . . . . . . . . .  (a)       443,200         4,321,200

                                    Credence Systems . . . . . . . . . . . . . . . . . . .  (a)       217,000         3,227,875

                                    DSP Group  . . . . . . . . . . . . . . . . . . . . . .  (a)        83,300         1,332,800

                                    Diamond Multimedia Systems . . . . . . . . . . . . . .  (a)        82,100           472,075

                                    Electroglas  . . . . . . . . . . . . . . . . . . . . .  (a)       104,100         1,307,756

                                    FSI International  . . . . . . . . . . . . . . . . . .  (a)        56,300           365,950

                                    GT Interactive Software  . . . . . . . . . . . . . . .  (a)       250,700         1,707,894

                                    Hadco  . . . . . . . . . . . . . . . . . . . . . . . .  (a)        53,700         1,691,550

                                    HMT Technology . . . . . . . . . . . . . . . . . . . .  (a)       199,400         1,719,825

                                    Hutchinson Technology  . . . . . . . . . . . . . . . .  (a)        38,600           750,288

                                    Hypercom . . . . . . . . . . . . . . . . . . . . . . .  (a)       242,100         2,299,950

                                    In Focus Systems . . . . . . . . . . . . . . . . . . .  (a)       386,100         2,413,125

                                    KEMET  . . . . . . . . . . . . . . . . . . . . . . . .  (a)        77,900         1,090,600

                                    Kulicke & Soffa Industries . . . . . . . . . . . . . .  (a)       149,100         2,432,194

                                    LTX  . . . . . . . . . . . . . . . . . . . . . . . . .  (a)       276,500           553,000

                                    Lam Research . . . . . . . . . . . . . . . . . . . . .  (a)       195,500         2,822,531

                                    Lattice Semiconductor  . . . . . . . . . . . . . . . .  (a)        30,200         1,026,800

                                    Maxtor . . . . . . . . . . . . . . . . . . . . . . . .  (a)       348,700         3,704,938

DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                         OCTOBER 31, 1998


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

            Technology (continued)  Mosaix . . . . . . . . . . . . . . . . . . . . . . . .  (a)        44,200   $       273,488

                                    Oak Industries . . . . . . . . . . . . . . . . . . . .  (a)       102,900         2,784,731

                                    Pioneer Standard Electronics . . . . . . . . . . . . .            127,300         1,137,744

                                    Planar Systems . . . . . . . . . . . . . . . . . . . .  (a)        97,400           876,600

                                    Power Integrations . . . . . . . . . . . . . . . . . .            114,000         1,824,000

                                    Praegitzer Industries  . . . . . . . . . . . . . . . .  (a)       187,600         1,553,563

                                    Read-Rite  . . . . . . . . . . . . . . . . . . . . . .  (a)       235,500         2,531,625

                                    Silicon Valley Group . . . . . . . . . . . . . . . . .             88,000         1,127,500

                                    Splash Technology Holdings . . . . . . . . . . . . . .  (a)       242,500         2,046,094

                                    Trimble Navigation Ltd.  . . . . . . . . . . . . . . .  (a)        82,500           660,000

                                    Unitrode . . . . . . . . . . . . . . . . . . . . . . .  (a)       206,200         2,590,388

                                    Vishay Intertechnology . . . . . . . . . . . . . . . .            111,000         1,678,875

                                    VLSI Technology  . . . . . . . . . . . . . . . . . . .  (a)       134,400         1,293,600

                                    Vtel . . . . . . . . . . . . . . . . . . . . . . . . .  (a)        61,500           280,594

                                    Wang Laboratories  . . . . . . . . . . . . . . . . . .  (a)       216,200         4,621,275

                                    Watkins-Johnson  . . . . . . . . . . . . . . . . . . .             99,900         1,860,638

                                                                                                                  _____________

                                                                                                                     60,478,266

                                                                                                                  _____________

              Transportation--4.5%  American Freightways . . . . . . . . . . . . . . . . .  (a)       265,500         2,256,750

                                    Arkansas Best  . . . . . . . . . . . . . . . . . . . .  (a)       470,300         2,527,863

                                    Covenant Transport, Cl.A . . . . . . . . . . . . . . .  (a)        75,100         1,135,888

                                    Kitty Hawk . . . . . . . . . . . . . . . . . . . . . .  (a)       223,600         2,236,000

                                    Knightsbridge Tankers  . . . . . . . . . . . . . . . .             30,819           670,313

                                    Old Dominion Freight Line  . . . . . . . . . . . . . .  (a)        24,600           307,500

                                    USFreightways  . . . . . . . . . . . . . . . . . . . .             60,100         1,506,256

                                    Yellow . . . . . . . . . . . . . . . . . . . . . . . .  (a)       173,800         2,791,663

                                                                                                                  _____________

                                                                                                                     13,432,233

                                                                                                                  _____________

TOTAL INVESTMENTS (cost $356,335,724). . . . . . . . . . . . . . . . . . . . . . . . . . .              97.1%      $292,295,769

                                                                                                      _______     _____________


CASH AND RECEIVABLES (NET) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               2.9%     $    8,612,641

                                                                                                      _______     _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             100.0%      $300,908,410

                                                                                                      _______     _____________

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

(a) Non-income producing.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES                          OCTOBER 31, 1998

                                                                                                     Cost             Value
                                                                                                _____________     _____________
<S>                                                                                              <C>               <C>
ASSETS:                          Investments in securities--See Statement of Investments . .     $356,335,724      $292,295,769

                                 Cash  . . . . . . . . . . . . . . . . . . . . . . . . . .                              318,758

                                 Receivable for investment securities sold . . . . . . . .                           16,396,836

                                 Dividends and interest receivable . . . . . . . . . . . .                               44,653

                                 Receivable for shares of Common Stock subscribed  . . . .                               43,059

                                 Prepaid expenses  . . . . . . . . . . . . . . . . . . . .                               86,967

                                                                                                                  _____________

                                                                                                                    309,186,042

                                                                                                                  _____________


LIABILITIES:                     Due to The Dreyfus Corporation and affiliates . . . . . .                              217,707

                                 Due to Distributor  . . . . . . . . . . . . . . . . . . .                               57,860

                                 Payable for investment securities purchased . . . . . . .                            5,842,054

                                 Bank loan payable--Note 2 . . . . . . . . . . . . . . . .                            1,900,000

                                 Payable for shares of Common Stock redeemed . . . . . . .                              191,862

                                 Accrued expenses  . . . . . . . . . . . . . . . . . . . .                               68,149

                                                                                                                  _____________

                                                                                                                      8,277,632

                                                                                                                  _____________


NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $300,908,410

                                                                                                                  _____________



REPRESENTED BY:                  Paid-in capital . . . . . . . . . . . . . . . . . . . . .                         $370,854,482

                                 Accumulated net realized gain (loss) on investments,
                                   options written and securities sold short . . . . . . .                           (5,906,117)

                                 Accumulated net unrealized appreciation (depreciation)
                                   on investments--Note 4(b) . . . . . . . . . . . . . . .                          (64,039,955)

                                                                                                                  _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $300,908,410

                                                                                                                  _____________

SHARES OUTSTANDING

(100 MILLION SHARES OF $.001 PAR VALUE COMMON STOCK AUTHORIZED). . . . . . . . . . . . . .                           17,641,449


NET ASSET VALUE, offering and redemption price per share--Note 3(d). . . . . . . . . . . .                               $17.06

                                                                                                                        _______

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF OPERATIONS                           YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME
<S>                                                                                        <C>                  <C>
INCOME:                          Cash dividends (net of $15,116 foreign taxes
                                    withheld at source)  . . . . . . . . . . . . .         $  2,553,468

                                 Interest  . . . . . . . . . . . . . . . . . . . .              644,858

                                                                                          _____________

                                    Total Income . . . . . . . . . . . . . . . . .                              $   3,198,326

EXPENSES:                        Management fee--Note 3(a) . . . . . . . . . . . .            3,078,535

                                 Shareholder servicing costs--Note 3(b)  . . . . .            1,570,727

                                 Registration fees . . . . . . . . . . . . . . . .               89,977

                                 Custodian fees--Note 3(b) . . . . . . . . . . . .               81,585

                                 Prospectus and shareholders' reports  . . . . . .               75,155

                                 Professional fees . . . . . . . . . . . . . . . .               52,061

                                 Directors' fees and expenses--Note 3(c) . . . . .               26,551

                                 Interest expense--Note 2  . . . . . . . . . . . .               23,264

                                 Dividends on securities sold short  . . . . . . .                7,920

                                 Miscellaneous . . . . . . . . . . . . . . . . . .               17,817

                                                                                          _____________

                                    Total Expenses . . . . . . . . . . . . . . . .                                  5,023,592

                                                                                                                _____________


INVESTMENT (LOSS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                 (1,825,266)

                                                                                                                _____________

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

                    Net realized gain (loss) on investments:

                                    Long transactions (including options written)  .      $  (3,155,750)

                                    Short sale transactions  . . . . . . . . . . .           (1,207,774)

                                                                                          _____________

                                        NET REALIZED GAIN (LOSS) . . . . . . . . .                                 (4,363,524)

                                 Net unrealized appreciation (depreciation) on
                                    investments, options written and securities
                                    sold short . . . . . . . . . . . . . . . . . .                                (82,191,499)

                                                                                                                _____________

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS . . . . . . . . . . . . . .                                (86,555,023)

                                                                                                                _____________

NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . .                               $(88,380,289)

                                                                                                                _____________






                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS


                                                                                               Year Ended        Year Ended
                                                                                            October 31, 1998  October 31, 1997
                                                                                            _______________    _______________
<S>                                                                                          <C>                <C>
OPERATIONS:
  Investment income (loss)--net  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   (1,825,266)    $      257,749

  Net realized gain (loss) on investments  . . . . . . . . . . . . . . . . . . . . . . .         (4,363,524)         6,631,396

  Net unrealized appreciation (depreciation) on investments  . . . . . . . . . . . . . .        (82,191,499)        17,725,090

                                                                                             ______________     ______________

    Net Increase (Decrease) in Net Assets Resulting from Operations  . . . . . . . . . .        (88,380,289)        24,614,235

                                                                                             ______________     ______________

DIVIDENDS TO SHAREHOLDERS FROM:

  Investment income--net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (275,563)           (46,432)

  Net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . .         (7,072,792)        (2,431,882)

                                                                                             ______________     ______________

    Total Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (7,348,355)        (2,478,314)

                                                                                             ______________     ______________

CAPITAL STOCK TRANSACTIONS:

  Net proceeds from shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        296,824,006        460,227,849

  Dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          6,869,046          2,423,279

  Cost of shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (283,794,090)      (124,900,940)

                                                                                             ______________     ______________

    Increase (Decrease) in Net Assets from Capital Stock Transactions  . . . . . . . . .         19,898,962        337,750,188

                                                                                             ______________     ______________

       Total Increase (Decrease) in Net Assets . . . . . . . . . . . . . . . . . . . . .        (75,829,682)       359,886,109

NET ASSETS:

  Beginning of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        376,738,092         16,851,983

                                                                                             ______________     ______________

  End of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 300,908,410      $ 376,738,092

                                                                                             ______________     ______________



UNDISTRIBUTED INVESTMENT INCOME--NET . . . . . . . . . . . . . . . . . . . . . . . . . .           ----       $        259,232

                                                                                             ______________     ______________

                                                                                                 Shares               Shares

                                                                                             ______________     ______________

CAPITAL SHARE TRANSACTIONS:

  Shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         13,797,646         22,290,239

  Shares issued for dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . .            320,684            145,455

  Shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (13,638,948)        (6,227,693)

                                                                                             ______________     ______________

    Net Increase (Decrease) in Shares Outstanding  . . . . . . . . . . . . . . . . . . .            479,382         16,208,001

                                                                                             ______________     ______________

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

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



                                                                                       Year Ended October 31,
                                                                      ______________________________________________________

PER SHARE DATA:                                                     1998          1997         1996         1995        1994(1)
                                                                   _______      _______      _______       _______      _______
<S>                                                                 <C>          <C>          <C>           <C>          <C>
   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 INVESTMENT 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
       undertakings by The Dreyfus Corporation . . . . . . .            --          .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 (000's Omitted) . . . . . . . .      $300,908     $376,738      $16,852        $6,404       $5,166

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

(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.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

NOTES    TO    FINANCIAL    STATEMENTS

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

Dreyfus Small Company 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
capital  appreciation.  The Dreyfus Corporation ("Dreyfus") serves as the Fund's
investment  adviser.  Dreyfus  is  a  direct  subsidiary  of  Mellon  Bank, N.A.
(" Mellon"). The Boston Company Asset Management, Inc. ("TBC Asset Management"),
an  indirect  subsidiary  of  Mellon  and an affiliate of Dreyfus, serves as the
Fund'  s  sub-investment  adviser.  Premier  Mutual  Fund  Services,  Inc.  (the
" Distributor" ) 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
fund' s  operations;  expenses  which are applicable to all series are allocated
among them on a pro rata basis.

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

  (A)  PORTFOLIO  VALUATION:  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.
Forward currency exchange contracts are valued at the forward rate.

  (B)  FOREIGN  CURRENCY TRANSACTIONS: The Fund does not isolate that portion of
the  results  of  operations resulting from changes in foreign exchange rates on
investments  from  the  fluctuations  arising  from  changes in market prices of
securities  held.  Such  fluctuations  are  included  with  the net realized and
unrealized gain or loss from investments.

  Net  realized foreign exchange gains or losses arise from sales and maturities
of  short-term securities, sales of foreign currencies, currency gains or losses
realized  on  securities  transactions, and the difference between the amount of
dividends,  interest  and foreign withholding taxes recorded on the Fund's books
and  the  U.S.  dollar  equivalent of the amounts actually received or paid. Net
unrealized  foreign  exchange gains or losses arise from changes in the value of
assets  and  liabilities  other  than  investments in securities, resulting from
changes  in exchange rates. Such gains and losses are included with net realized
and unrealized gain or loss on investments.

(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded  on  a  trade  date  basis.  Realized  gain  and  loss  from securities
transactions  are  recorded  on  the  identified  cost basis. Dividend income is
recognized  on  the  ex-dividend  date  and  interest  income,  including, where
applicable,  amortization  of  discount  on  investments,  is  recognized on the
accrual  basis.  Under the terms of the custody agreement, the Fund received net
earnings  credits  of  $5,228  during the period ended October 31, 1998 based on
available cash balances left on deposit. Income earned under this arrangement is
included in interest income.

(D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend date.
Dividends  from  investment  income-net  and dividends from net realized capital
gain   are   normally  declared  and  paid  annually,  but  the  Fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code of DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  1986,  as  amended  (the "Code"). To the extent that net realized capital gain
can  be  offset  by capital loss carryovers, it is the policy of the Fund not to
distribute such gain.

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

  As  of  October  31,  1998,  the  Fund  reclassified certain components of net
assets.  The  reclassifications  resulted  in  a  net  decrease  to  accumulated
investment  loss  of  $1,841,597,  a  decrease  in accumulated net realized gain
(loss)  on  investments  of  $1,074,937  and  a  decrease  in paid-in capital of
$766,660. Net assets were not affected by these reclassifications.

NOTE 2--BANK LINE OF CREDIT:

  The  Fund  may  borrow  up  to  $10  million  for  leveraging purposes under a
short-term  unsecured line of credit and participates with other Dreyfus-managed
funds  in  a  $100 million unsecured line of credit primarily to be utilized for
temporary  or  emergency  purposes,  including  the  financing  of  redemptions.
Interest  is charged to the Fund at rates which are related to the Federal Funds
rate in effect at the time of borrowings.

  The  average  daily  amount  of borrowings outstanding under both arrangements
during  the  period  ended  October  31, 1998 was approximately $380,700, with a
related weighted average annualized interest rate of 6.11%.

NOTE   3--INVESTMENT   ADVISORY  FEE,  SUB-INVESTMENT  ADVISORY  FEE  AND  OTHER
TRANSACTIONS WITH AFFILIATES:

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

  Pursuant  to a Sub-Investment Advisory Agreement between Dreyfus and TBC Asset
Management,  the  sub-investment  advisory fee is computed at the annual rate of
 . 375  of  1% of the value of the Fund's average daily net assets and is payable
monthly by Dreyfus.

  (B)  Under  the Shareholder Services Plan, the Fund pays the Distributor at an
annual rate of .25 of 1% of the value of the Fund's average daily net assets for
the  provision  of  certain services. The services provided may include personal
services  relating  to  shareholder  accounts,  such  as  answering  shareholder
inquiries  regarding  the  Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. The Distributor may
make  payments  to Service Agents (a securities dealer, financial institution or
other  industry  professional)  in  respect  of  these services. The Distributor
determines  the  amounts  to  be paid to Service Agents. During the period ended
October  31,  1998,  the Fund was charged $1,026,178 pursuant to the Shareholder
Services Plan.

  The  Fund  compensates  Dreyfus  Transfer,  Inc., a wholly-owned subsidiary of
Dreyfus,   under  a  transfer  agency  agreement  for  providing  personnel  and
facilities  to  perform transfer agency services for the Fund. During the period
ended  October  31, 1998, the Fund was charged $280,533 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 October 31, 1998, the Fund was
charged $81,585 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  redemption or exchange occurs less than fifteen
days following the date of issuance.

DREYFUS SMALL COMPANY 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 and option transactions,
during the period ended October 31, 1998 is summarized as follows:
<TABLE>
<CAPTION>


                                                                                            Purchases                Sales
                                                                                          _____________          _____________
<S>                                                                                        <C>                    <C>
   Long transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           $533,116,172           $523,406,715

   Short sale transactions . . . . . . . . . . . . . . . . . . . . . . . . . . .              5,350,848                 88,810

                                                                                            ___________            ___________

       TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           $538,467,020           $523,495,525

                                                                                            ___________            ___________
</TABLE>


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

  In  addition,  the  following table summarizes the Fund's call options written
for the period ended October 31, 1998:
<TABLE>
<CAPTION>


                                                                                                       Options Terminated
                                                                                                   _________________________

                                                                                                                        Net

                                                               Number of         Premiums                            Realized
                                                               Contracts         Received            Cost           Gain (Loss)
                                                              __________        __________        __________        __________
<S>                                                                 <C>           <C>                  <C>             <C>
   OPTIONS WRITTEN:

   Contracts outstanding October 31, 1997  . . . . . . . .          2,471         $533,444

   Contracts written . . . . . . . . . . . . . . . . . . .            897          159,966

                                                                 ________        _________

                                                                    3,368          693,410

                                                                 ________        _________

   Contracts Terminated:

       Closed  . . . . . . . . . . . . . . . . . . . . . .            397            53,882            $67,191         $(13,309)

       Exercised . . . . . . . . . . . . . . . . . . . . .            447           140,391                 --               --

       Expired . . . . . . . . . . . . . . . . . . . . . .          2,524           499,137                 --          499,137

                                                                 ________         _________           ________        _________

          Total contracts terminated . . . . . . . . . . .          3,368          $693,410            $67,191         $485,828

                                                                 ________         _________           ________        _________

   Contracts outstanding October 31, 1998  . . . . . . . .             --                --

                                                                 ________         _________
</TABLE>


  The  Fund  may purchase and write (sell) put and call options in order to gain
exposure to or protect against changes in the market.

  As  a  writer  of  call options, the Fund receives a premium at the outset and
then  bears the market risk of unfavorable changes in the price of the financial
instruments  underlying  the options. Generally, the Fund would incur a gain, to
the  extent  of the premium, if the price of the underlying financial instrument
decreases  between  the  date  the  option  is written and the date on which the
option  is  terminated. Generally, the Fund would realize a loss if the price of
the  financial  instrument  increases  between those dates. At October 31, 1998,
there were no open options contracts outstanding.

  (B)   At   October  31,  1998,  accumulated  net  unrealized  depreciation  on
investments   was   $64,039,955   consisting  of  $14,589,723  gross  unrealized
appreciation and $78,629,678 gross unrealized depreciation.

  At  October  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 SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

REPORT OF ERNST AND YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Directors

Dreyfus Small Company Value Fund

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the statement of investments, of Dreyfus Small Company Value Fund (one
of  the  Funds  constituting Dreyfus Growth and Value Funds, Inc.) as of October
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  by  the  custodian as of October 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  Small  Company  Value  Fund  at  October  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

December 10, 1998



DREYFUS SMALL COMPANY VALUE FUND
- - -----------------------------------------------------------------------------

IMPORTANT TAX INFORMATION (UNAUDITED)

  For  Federal  tax  purposes,  the  Fund hereby designates $.045 per share as a
long-term  capital  gain distribution of the $.400 per share paid on December 9,
1997.

  The  Fund  also  designates  12.54%  of the ordinary dividends paid during the
fiscal  year  ended  October  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.


                                   [reg.tm logo]

                                   (reg.tm)

DREYFUS SMALL COMPANY

VALUE FUND

200 Park Avenue

New York, NY 10166

INVESTMENT ADVISOR

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

SUB-INVESTMENT ADVISOR

The Boston Company

Asset Management, Inc.

One Boston Place

Boston, MA 02108

CUSTODIAN

Mellon Bank, N.A.

One Mellon Bank Center

Pittsburgh, PA 15258

TRANSFER AGENT &

DIVIDEND DISBURSING AGENT

Dreyfus Transfer, Inc.

P.O. Box 9671

Providence, RI 02940




Printed in U.S.A.                                             253AR9810

Small Company

Value Fund

Annual Report

October 31, 1998




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