DREYFUS GROWTH & VALUE FUNDS INC, 497, 2000-02-09

DREYFUS GROWTH & VALUE FUNDS INC
497, 2000-02-09

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Dreyfus Premier
Technology Growth
Fund

Investing in technology companies for capital appreciation

PROSPECTUS January 1, 2000
As revised, February 15, 2000

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

The Fund

Dreyfus Premier Technology Growth Fund
---------------------------------
Ticker Symbols CLASS A: DTGRX
CLASS B: DTGBX
CLASS C: DTGCX
CLASS R: N/A
CLASS T: N/A

Contents

The Fund
- --------------------------------------------------------------------------------

Goal/Approach INSIDE COVER

Main Risks 1

Past Performance 2

Expenses 3

Management 4

Financial Highlights 5

Your Investment
- --------------------------------------------------------------------------------

Account Policies 6

Distributions and Taxes 9

Services for Fund Investors 9

Instructions for Regular Accounts 11

Instructions for IRAs 12

For More Information
- --------------------------------------------------------------------------------

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

GOAL/APPROACH

The fund seeks capital appreciation. To pursue this goal, the fund invests
primarily in the stocks of growth companies of any size that Dreyfus believes to
be leading producers or beneficiaries of technological innovation. Up to 25% of
the fund's assets may be invested in foreign securities. The fund's stock
investments may include common stocks, preferred stocks and convertible
securities.

In choosing stocks, the fund looks for sectors in technology that are expected
to outperform on a relative scale. The more attractive sectors are overweighted;
those sectors with less appealing prospects are underweighted. Among the sectors
evaluated are those that develop, produce or distribute products or services in
the computer, semi- conductor, electronics, communications, healthcare,
biotechnology, computer software and hardware, electronic components and
systems, network and cable broadcasting, telecommunications, defense and
aerospace, and environmental sectors.

Although the fund looks for companies with the potential for strong earnings
growth rates, some of the fund's investments may currently be experiencing
losses. Further, the fund may invest in small-, mid- and large-cap securities in
all available trading markets, including initial public offerings and the
after-market.

Concepts to understand

SMALL AND MIDSIZE COMPANIES: new and often entrepreneurial companies. These
companies, especially those with smaller capitalizations, tend to grow faster
than large-cap companies and typically use profits for expansion rather than for
paying dividends. They are more volatile than larger companies and fail more
often.

GROWTH COMPANIES: companies of any capitalization whose earnings are expected to
grow faster than the overall market. Often, growth stocks pay little or no
dividends and have relatively high price-to-earnings and price-to-book ratios.
For these reasons they tend to be more volatile than value stocks.

MAIN RISKS

While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. In fact, the technology sector has been among the
most volatile sectors of the stock market. The value of your investment will go
up and down, sometimes dramatically, which means that you could lose money.

Technology companies, especially small-cap technology companies, involve greater
risk because their earnings tend to be less predictable, their share prices tend
to be more volatile, and their securities tend to be less liquid than companies
in other sectors. Some of the fund's investments in technology companies will
rise and fall based on investor perception rather than economics. Other fund
investments are made in anticipation of future products and services which, if
delayed or cancelled, could cause the stock price to drop dramatically.

Growth companies are expected to increase their earnings at a certain rate. If
these expectations are not met, investors can punish the stocks inordinately,
even if earnings show an absolute increase. In addition, growth stocks typically
lack the dividend yield that can cushion stock prices in market downturns.

Under adverse market conditions, the fund could invest some or all of its assets
in money market securities. Although the fund would do this to avoid losses, it
could reduce the benefit from any upswing in the market. During such periods,
the fund may not achieve its investment objective.

Other potential risks

The fund, at times, may invest in certain derivatives, such as options and
futures, and in foreign currencies. It may also sell short, which involves
selling a security it does not own in anticipation of a decline in the market
price of the security. When employed, these practices are used primarily to
hedge the fund's portfolio but also to increase returns; however, such practices
may lower returns or increase volatility. Derivatives can be illiquid and highly
sensitive to changes in their underlying instrument. A small investment in
certain derivatives could have a potentially large impact on the fund's
performance.

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

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

The Fund 1

PAST PERFORMANCE

The tables below show some of the risks of investing in the fund. The first
table shows the fund's Class A performance for its first full calendar year of
operations. The performance figures do not reflect sales loads, and would be
lower if they did. The second table compares the fund's performance over time to
that of the S&P 500((reg.tm) )Index, an unmanaged index of stock performance.
These returns include applicable sales loads. Both tables assume reinvestment of
dividends. Of course, past performance is no guarantee of future results. Since
Class B, C, R and T shares are new, past performance information for a full
calendar year is not available for those classes as of the date of this
prospectus. Performance for each share class will vary from the performance of
the fund's other share classes due to differences in expenses.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

CLASS A SHARES

98.38
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

BEST QUARTER: Q4 '98 +44.37%

WORST QUARTER: Q3 '98 -3.28%

THE YEAR-TO-DATE TOTAL RETURN FOR THE FUND'S CLASS A SHARES AS OF 9/30/99 WAS
60.96%.
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Average annual total return AS OF 12/31/98

Since inception
1 Year (10/13/97)
- --------------------------------------------------------------------------------

CLASS A 86.97% 44.90%

S&P 500 28.60% 30.86%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 9/30/97 IS USED AS THE
BEGINNING VALUE ON 10/13/97.

What this fund is -- and isn't

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

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

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.

Fee table

<TABLE>

CLASS A CLASS B CLASS C CLASS R CLASS T
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)

Maximum front-end sales charge on purchases

AS A % OF OFFERING PRICE 5.75 NONE NONE NONE 4.50

Maximum contingent deferred sales charge (CDSC)

AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS NONE* 4.00 1.00 NONE NONE*
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ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)

% OF AVERAGE DAILY NET ASSETS

Management fees 0.75 0.75 0.75 0.75 0.75

Rule 12b-1 fee NONE 0.75 0.75 NONE 0.25

Shareholder services fee 0.25 0.25 0.25 NONE 0.25

Other expenses 0.22 0.22 0.22 0.22 0.22
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TOTAL 1.22 1.97 1.97 0.97 1.47

* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF
$1 MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE
YEAR.
</TABLE>

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

CLASS A $692 $940 $1,207 $1,967

CLASS B
WITH REDEMPTION $600 $918 $1,262 $1,924**

WITHOUT REDEMPTION $200 $618 $1,062 $1,924**

CLASS C
WITH REDEMPTION $300 $618 $1,062 $2,296
WITHOUT REDEMPTION $200 $618 $1,062 $2,296

CLASS R $99 $309 $536 $1,190

CLASS T $593 $894 $1,217 $2,128

** ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
THE DATE OF PURCHASE.
</TABLE>

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation. For the fiscal year ended August 31,
1999, Dreyfus waived a portion of its fee, reducing total expenses of Class A
from 1.22% to 1.20%. This waiver was voluntary and is no longer in effect.

RULE 12B-1 FEE: the fee paid to the fund's distributor to finance the sale and
distribution of Class B, C and T shares. Because this fee is paid out of the
fund's assets on an ongoing basis, over time it will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for providing
shareholder services.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees; these expenses for Class B,
C, R and T shares are based on other expenses for Class A for the past fiscal
year.

The Fund 3

MANAGEMENT

The fund's investment adviser is The Dreyfus Corporation, 200 Park Avenue, New
York, New York 10166. Founded in 1947, Dreyfus manages more than $120 billion in
over 160 mutual fund portfolios. For the past fiscal year, the fund paid Dreyfus
a management fee at the annual rate of 0.73% of the fund's average daily net
assets. Dreyfus is the primary mutual fund business of Mellon Financial
Corporation, a global financial services company with approximately $2.5
trillion of assets under management, administration or custody, including
approximately $450 billion under management. Mellon provides wealth management,
global investment services and a comprehensive array of banking services for
individuals, businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.

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

The fund's primary portfolio manager is Mark Herskovitz. Mr. Herskovitz has been
a primary portfolio manager of the fund since its inception and has been
employed by Dreyfus since 1996. From 1992 to 1996, he served as a trust
investment officer at National City Bank.

Barry Mills also serves as a portfolio manager for the fund. Mr. Mills has been
a senior managing analyst in Dreyfus' equity research department since July
1999. From February 1997 through April 1999, Mr. Mills served as a senior equity
analyst with Phoenix Investment Partners, Ltd. From 1995 to February 1997, he
served as Director of Research for Howe and Rusling, Inc.

Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.

Concepts to understand

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

Dreyfus has taken steps designed to avoid year 2000-related problems in its
systems and to monitor the readiness of other service providers. In addition,
issuers of securities in which the fund invests may be adversely affected by
year 2000-related problems. This could have an impact on the value of the fund's
investments and its share price.

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the
fiscal periods indicated. Certain information reflects financial results for a
single fund share. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report, which is available upon
request.

<TABLE>

YEAR ENDED AUGUST 31,
CLASS A 1999 1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

PER-SHARE DATA ($)

Net asset value, beginning of period 12.11 12.50

Investment operations: Investment (loss)(2) (.18) (.10)

Net realized and unrealized gain (loss) on investments 20.36 (.29)

Total from investment operations 20.18 (.39)

Distributions: Dividends from net realized gain (loss) on investments (.08) --

Net asset value, end of period 32.21 12.11

Total return (%)(3) 167.23 (3.12)(4,5)
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RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.20 1.12(4)

Ratio of interest expense to average net assets (%) -- .01(4)

Ratio of net investment income (loss) to average net assets (%) (.64) (.77)(4)

Decrease reflected in above expense ratios due to actions by Dreyfus (%) .02 .81(4)

Portfolio turnover rate (%) 78.93 291.12
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 459,457 12,370

(1) FROM OCTOBER 13, 1997 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1998.

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

(3) EXCLUSIVE OF SALES CHARGE.

(4) NOT ANNUALIZED.

(5) CALCULATED BASED ON NET ASSET VALUE ON THE CLOSE OF BUSINESS ON OCTOBER 14,
1997 (COMMENCEMENT OF INITIAL OFFERING) TO AUGUST 31, 1998.
</TABLE>

<TABLE>

YEAR ENDED AUGUST 31, 1999
CLASS B(1) CLASS C(1) CLASS R(1) CLASS T(2)
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<S> <C> <C> <C> <C>

PER-SHARE DATA ($)

Net asset value, beginning of period 28.25 28.25 28.25 32.21

Investment operations: Investment (loss)(3) (.16) (.16) (.07) --

Net realized and unrealized
gain (loss) on investments 4.04 4.01 4.04 --

Total from investment operations 3.88 3.85 3.97 --

Net asset value, end of period 32.13 32.10 32.22 32.21

Total return (%) 13.73(4,5) 13.63(4,5) 14.05(4) --(5)
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RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .81(4) .82(4) .44(4) --

Ratio of net investment income (loss) to average net assets (%) (.61)(4) (.62)(4) (.24)(4) --

Portfolio turnover rate (%) 78.93 78.93 78.93 78.93
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 73,588 30,207 1,257 1

(1) FROM APRIL 15, 1999 (COMMENCEMENT OF INITIAL OFFERING) TO AUGUST 31, 1999.

(2) COMMENCED OFFERING ON AUGUST 31, 1999.

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

(4) NOT ANNUALIZED.

(5) EXCLUSIVE OF SALES CHARGE.
</TABLE>

The Fund 5

Your Investment

ACCOUNT POLICIES

THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account may impose policies, limitations and fees which are different from
those described here.

YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees and a
contingent deferred sales charge (CDSC).

* CLASS A shares may be appropriate for investors who prefer to pay the
fund's sales charge up front rather than upon the sale of their shares,
want to take advantage of the reduced sales charges available on larger
investments and/or have a longer- term investment horizon

* CLASS B shares may be appropriate for investors who wish to avoid a
front-end sales charge, put 100% of their investment dollars to work
immediately and/or have a longer-term investment horizon

* CLASS C shares may be appropriate for investors who wish to avoid a
front-end sales charge, put 100% of their investment dollars to work
immediately and/or have a shorter-term investment horizon

* CLASS R shares are designed for eligible institutions on behalf of their
clients (individuals may not purchase these shares directly)

* CLASS T shares may be appropriate for investors who prefer to pay the
fund's sales charge up front rather than upon the sale of their shares,
want to take advantage of the reduced sales charges available on larger
investments and have a shorter-term investment horizon

Your financial representative can help you choose the share class that is
appropriate for you.

Reduced Class A and Class T sales charge

LETTER OF INTENT: lets you purchase Class A and Class T shares over a 13-month
period and receive the same sales charge as if all shares had been purchased at
once.

RIGHT OF ACCUMULATION: lets you add the value of any shares you own in this
fund, any other Dreyfus Premier fund, or any other fund that is advised by
Founders Asset Management LLC ("Founders"), an affiliate of Dreyfus, sold with a
sales load, to the amount of your next Class A or Class T investment for
purposes of calculating the sales charge.

CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.

Share class charges

EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Consult your financial representative
or the SAI to see if this may apply to you. Shareholders beneficially owning
Class A shares on April 15, 1999, may purchase Class A shares without a sales
load. Because Class A has lower expenses than Class T, if you invest $1 million
or more in the fund you should consider buying Class A shares.
- --------------------------------------------------------------------------------

Sales charges

CLASS A AND CLASS T -- CHARGED WHEN YOU BUY SHARES
<TABLE>

Sales charge Sales charge
deducted as a % as a % of your
Your investment of offering price net investment
- ------------------------------------------------------------------------------------------------------------------------------------
Class Class Class Class
A T A T
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Up to $49,999 5.75% 4.50% 6.10% 4.70%

$50,000 -- $99,999 4.50% 4.00% 4.70% 4.20%

$100,000 -- $249,999 3.50% 3.00% 3.60% 3.10%

$250,000 -- $499,999 2.50% 2.00% 2.60% 2.00%

$500,000 -- $999,999 2.00% 1.50% 2.00% 1.50%

$1 million or more* 0.00% 0.00% 0.00% 0.00%

* A 1.00% CDSC may be charged on any shares sold within one year of purchase
(except shares bought through dividend reinvestment).
</TABLE>

Class T shares also carry an annual Rule 12b-1 fee of 0.25% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS B -- CHARGED WHEN YOU SELL SHARES

CDSC as a % of your initial
Time since you bought investment or your redemption
the shares you are selling (whichever is less)
- --------------------------------------------------------------------------------

Up to 2 years 4.00%

2 -- 4 years 3.00%

4 -- 5 years 2.00%

5 -- 6 years 1.00%

More than 6 years Shares will automatically
convert to Class A

Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS C -- CHARGED WHEN YOU SELL SHARES

A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES

Buying shares

THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. The fund's investments are valued based on market value or,
where market quotations are not readily available, based on fair value as
determined in good faith by the fund's board.

ORDERS TO BUY AND SELL SHARES received by dealers by the close of trading on the
NYSE and transmitted to the distributor or its designee by the close of its
business day (normally 5:15 p.m. Eastern time) will be based on the NAV
determined as of the close of trading on the NYSE that day.
- --------------------------------------------------------------------------------

Minimum investments

Initial Additional
- --------------------------------------------------------------------------------

REGULAR ACCOUNTS $1,000 $100; $500 FOR
TELETRANSFER INVESTMENTS

TRADITIONAL IRAS $750 NO MINIMUM

SPOUSAL IRAS $750 NO MINIMUM

ROTH IRAS $750 NO MINIMUM

EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR

DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS

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

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A and Class T shares are offered to the public at NAV plus a sales charge.
Classes B, C and R are offered at NAV, but Classes B and C generally are subject
to higher annual operating expenses and a CDSC.

Your Investment 7

ACCOUNT POLICIES (CONTINUED)

Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME through your financial representative,
or you can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Any certificates representing fund shares being sold must be
returned with your redemption request. Your order will be processed promptly and
you will generally receive the proceeds within a week.

TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. There are certain instances
when you may qualify to have the CDSC waived. Consult the SAI for details.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.

Written sell orders

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

* amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days

* requests to send the proceeds to a different payee or address

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

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

General policies

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

THE FUND RESERVES THE RIGHT TO:

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

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

* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions

* change its minimum investment amounts

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

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

Small account policies

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

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

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

DISTRIBUTIONS AND TAXES

THE FUND USUALLY PAYS ITS SHAREHOLDERS dividends from its net investment income,
and distributes any net capital gains it has realized once a year. Each share
class will generate a different dividend because each has different expenses.
Your distributions will be reinvested in the fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.

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

Taxability of distributions

Type of Tax rate for Tax rate for

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

INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE

SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE

LONG-TERM
CAPITAL GAINS 10% 20%

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

Taxes on transactions

Except for tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.

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

SERVICES FOR FUND INVESTORS

THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or it may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------

For investing

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

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

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

DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
the fund into another Dreyfus fund
or certain Founders-advised funds
(not available for IRAs).
- --------------------------------------------------------------------------------

For exchanging shares

DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from the fund into another
Dreyfus fund or certain
Founders-advised funds.
- --------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds. There will be no CDSC
on Class B shares, as long as the amounts
withdrawn do not exceed 12% annually
of the account value at the time the
shareholder elects to participate in the plan.

Your Investment 9

SERVICES FOR FUND INVESTORS (CONTINUED)

Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund
or Founders-advised fund. You can also exchange Class T shares into Class A
shares of certain Dreyfus Premier fixed-income funds. You can request your
exchange by contacting your financial representative. Be sure to read the
current prospectus for any fund into which you are exchanging before investing.
Any new account established through an exchange will generally have the same
privileges as your original account (as long as they are available). There is
currently no fee for exchanges, although you may be charged a sales load when
exchanging into any fund that has a higher one.

TeleTransfer privilege

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

Reinvestment privilege

UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A, B or T
shares you redeemed within 45 days of selling them at the current share price
without any sales charge. If you paid a CDSC, it will be credited back to your
account. This privilege may be used only once.

Account statements

EVERY FUND INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT
In Writing

Complete the application.

Mail your application and a check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing

By Telephone

WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 8900336722
* the fund name
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable

Call us to obtain an account number.
Return your application with the account
number on the application.

Automatically

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

TO ADD TO AN ACCOUNT

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

Mail the slip and the check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900336722
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

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

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

TO SELL SHARES

Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other
documentation, if required (see page 8).

Mail your request to:
The Dreyfus Family of Funds
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing

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

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

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

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

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

To open an account, make subsequent investments or to sell shares, please
contact your financial representative or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS.

Concepts to understand

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

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

Your Investment 11

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

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

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

By Telephone

Automatically

TO ADD TO AN ACCOUNT

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

Mail the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.

TO SELL SHARES

Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other
documentation, if required (see page 8).

Mail your request to:
The Dreyfus Trust Company
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing

SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN.

[Application p1]

[Application p2]

NOTES

For More Information

Dreyfus Premier Technology Growth Fund
A series of Dreyfus Growth and Value Funds, Inc.
- -------------------------------------
SEC file number: 811-7123

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

Annual/Semiannual Report

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

Statement of Additional Information (SAI)

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

To obtain information:

BY TELEPHONE
Call your financial representative or 1-800-554-4611

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

ON THE INTERNET Text-only versions of fund documents can
be viewed online or downloaded from:
http://www.sec.gov

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

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

Dreyfus
Midcap
Value Fund

Investing in value stocks for
capital appreciation

PROSPECTUS January 1, 2000
As revised, February 15, 2000

<PAGE>

Contents

THE FUND
- ----------------------------------------------------
What every investor
should know about
the fund

2 Goal/Approach

3 Main Risks

4 Past Performance

5 Expenses

6 Management

7 Financial Highlights

YOUR INVESTMENT
- --------------------------------------------------------------------
Information
for managing your
fund account

8 Account Policies

11 Distributions and Taxes

12 Services for Fund Investors

14 Instructions for Regular Accounts

16 Instructions for IRAs

FOR MORE INFORMATION
- -------------------------------------------------------------------------------
Where to learn more
about this and other
Dreyfus funds
INFORMATION ON THE FUND'S RECENT STRATEGIES
AND HOLDINGS CAN BE FOUND IN THE CURRENT
ANNUAL/ SEMIANNUAL REPORT (SEE BACK COVER).

The Fund

Dreyfus Midcap Value Fund
- --------------------------------
Ticker Symbol: DMCVX

GOAL/APPROACH

The fund seeks to surpass the performance of the Russell Midcap Value Index. To
pursue this goal, it invests at least 65% of its total assets in value
companies. Normally, the fund's dollar-weighted average market capitalization
will be between that of the Russell MidCap Index and the Russell 2000 Index. As
of December 31, 1999, the fund's dollar-weighted average market capitalization
was $3.5 billion. The fund's stock investments may include common stocks,
preferred stocks and convertible securities of both U.S. and foreign issuers.

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

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

* BUSINESS HEALTH, or overall efficiency and
profitability as measured by return on assets and return on equity

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

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

Concepts to understand

MIDCAP COMPANIES: established companies that may not be well known. Midcap
companies may lack the resources to weather economic shifts, though they can be
faster to innovate than large companies.

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

MAIN RISKS

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

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

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

Under adverse market conditions, the fund could invest some or all of its assets
in money market securities. Although the fund would do this to avoid losses, it
could have the effect of reducing the benefit from any upswing in the market.
During such periods, the fund may not achieve its investment objective.

Other potential risks

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

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

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

The Fund

PAST PERFORMANCE

The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The second
table compares the fund's performance over time to that of the Russell Midcap
Value Index and the Russell Midcap Index, which are unmanaged indexes of stock
performance. Both tables assume reinvestment of dividends and distributions. Of
course, past performance is no guarantee of future results.
--------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

37.33 28.00 -4.21
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

BEST QUARTER: Q4 '98 +22.55%

WORST QUARTER: Q3 '98 -27.65%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/99 WAS 16.80%.
--------------------------------------------------------

Average annual total return AS OF 12/31/98

Since
inception

1 Year (9/29/95)
--------------------------------------------------------

FUND -4.21% 20.39%

RUSSELL MIDCAP
VALUE INDEX 5.09% 19.31%*

RUSSELL MIDCAP INDEX 10.09% 18.68%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF EACH INDEX ON 9/30/95 IS USED AS THE
BEGINNING VALUE ON 9/29/95.

What this fund is -- and isn't

EXPENSES

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

Fee table

SHAREHOLDER TRANSACTION FEES

% OF TRANSACTION AMOUNT

Maximum redemption fee 1.00%

CHARGED ONLY WHEN SELLING SHARES YOU

HAVE OWNED FOR LESS THAN 15 DAYS
--------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.75%

Shareholder services fee 0.25%

Other expenses 0.40%

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

TOTAL 1.40%

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

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

$143 $443 $766 $1,680
</TABLE>

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

Concepts to understand

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

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

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

The Fund 5

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $120
billion in over 160 mutual fund portfolios. For the past fiscal year, the fund
paid Dreyfus a management fee at the annual rate of 0.75% of the fund's average
daily net assets. Dreyfus is the primary mutual fund business of Mellon
Financial Corporation, a global financial services company with approximately
$2.5 trillion of assets under management, administration or custody, including
approximately $450 billion under management. Mellon provides wealth management,
global investment services and a comprehensive array of banking services for
individuals, businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.

Peter I. Higgins, CFA, has managed the fund since September 1995. Mr. Higgins
has been a portfolio manager for The Boston Company Asset Management, an
affiliate of Dreyfus, since 1991. In May 1996, he became a dual employee of
Dreyfus and The Boston Company.

Concepts to understand

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

FINANCIAL HIGHLIGHTS

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

<TABLE>

YEAR ENDED AUGUST 31,
1999 1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

PER-SHARE DATA ($)

Net asset value, beginning of period 15.39 22.23 15.80 12.50

Investment operations:

Investment income (loss) -- net (.17)(2) (.06)(2) (.01) .08

Net realized and unrealized gain (loss)
on investments 8.26 (5.73) 8.23 3.28

Total from investment operations 8.09 (5.79) 8.22 3.36

Distributions:

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

Dividends from net realized gain
on investments (1.78) (1.05) (1.75) (.02)

Total distributions (1.78) (1.05) (1.79) (.06)

Net asset value, end of period 21.70 15.39 22.23 15.80

Total return (%) 55.71 (27.32) 55.45 26.88(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.34 1.29 1.25 1.18(3)

Ratio of interest expense and loan
commitment fees to average net assets (%) .06 .01 .01 .01(3)

Ratio of net investment income (loss)
to average net assets (%) (.89) (.25) (.14) .56(3)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) -- -- .26 1.13(3)

Portfolio turnover rate (%) 257.23 168.72 154.92 266.80(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 98,168 80,300 81,494 3,591

(1) FROM SEPTEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 1996.

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

(3) NOT ANNUALIZED.
</TABLE>

The Fund 7

Your Investment

ACCOUNT POLICIES

Buying shares

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

Minimum investments

Initial Additional
--------------------------------------------------------

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

TRADITIONAL IRAS $750 NO MINIMUM

SPOUSAL IRAS $750 NO MINIMUM

ROTH IRAS $750 NO MINIMUM

EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST
YEAR

DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS

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

Third-party investments

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

Selling shares

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

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that:

* if the fund has not yet collected payment for the shares you are selling,
it may delay sending the proceeds for up to eight business days or until it
has collected payment

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

Limitations on selling shares by phone

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

CHECK NO MINIMUM $150,000 PER DAY

WIRE $1,000 $500,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS

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

Written sell orders

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

* amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days

* requests to send the proceeds to a different payee or address

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

Your Investment 9

ACCOUNT POLICIES (CONTINUED)

General policies

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

THE FUND RESERVES THE RIGHT TO:

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

* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions

* change its minimum investment amounts

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

Small account policies

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

DISTRIBUTIONS AND TAXES

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

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

Taxability of distributions

Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
--------------------------------------------------------

INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE

SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE

LONG-TERM
CAPITAL GAINS 10% 20%

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

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

Taxes on transactions

Except for tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.

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

Your Investment

SERVICES FOR FUND INVESTORS

Automatic services

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

For investing

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

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

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

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

For exchanging shares

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

For selling shares

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

Dreyfus Financial Centers

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

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

Exchange privilege

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

Dreyfus TeleTransfer privilege

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

24-hour automated account access

YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you -- by calling 1-800-645-6561.

Retirement plans

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

* for traditional, rollover, Roth and Education IRAs, call 1-800-645-656

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

Your Investment

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

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

By Telephone

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900279656
* the fund name
* your Social Security or tax ID number
* name(s) of investor(s)

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

Automatically

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

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

Via the Internet

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

TO ADD TO AN ACCOUNT

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

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

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900279656
* the fund name
* your account number
* name(s) of investor(s)

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

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

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

TO SELL SHARES

Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds

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

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

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

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

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

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

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

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

1-800-645-6561

Outside the U.S. 516-794-5452

Make checks payable to:

THE DREYFUS FAMILY OF FUNDS

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

Concepts to understand

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

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

Your Investment 15

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

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

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

By Telephone

Automatically

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

Via the Internet

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

TO ADD TO AN ACCOUNT

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

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

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900279656
* the fund name
* your account number
* name of investor
* the contribution year

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

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

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

All contributions will count as current year.

TO SELL SHARES

Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other
documentation, if required.

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

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

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

1-800-645-6561

Outside the U.S. 516-794-5452

Make checks payable to:

THE DREYFUS TRUST COMPANY, CUSTODIAN

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

Concepts to understand

Your Investment 17

For More Information

Dreyfus Midcap Value Fund
A series of Dreyfus Growth and Value Funds, Inc.
----------------------------
SEC file number: 811-7123

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

Annual/Semiannual Report

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

Statement of Additional Information (SAI)

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

To obtain information:

BY TELEPHONE
Call 1-800-645-6561

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

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

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

SEC
http://www.sec.gov

DREYFUS
http://www.dreyfus.com