Report of Independent Auditors
To the Shareholders and
Board of Directors of
Dreyfus Growth and Value Funds, Inc.
In planning and performing our audit of the financial statements of
Dreyfus Growth and Value Funds, Inc. (seven of the portfolios comprising
Dreyfus Aggressive Growth Fund, Dreyfus Aggressive Value Fund, Dreyfus
Emerging Leaders Fund, Dreyfus International Value Fund, Dreyfus MidCap
Value Fund, Dreyfus Premier Future Leaders and Dreyfus Technology Growth
Fund) for the year ended August 31, 2000, we considered its internal
control, including control activities for safeguarding securities, to
determine our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements of Form N-
SAR, and not to provide assurance on internal control.
The management of Dreyfus Growth and Value Funds, Inc. is
responsible for establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments by management
are required to assess the expected benefits and related costs of
control. Generally, internal controls that are relevant to an audit
pertain to the entity's objective of preparing financial statements for
external purposes that are fairly presented in conformity with generally
accepted accounting principles. Those internal controls include the
safeguarding of assets against unauthorized acquisition, use, or
disposition.
Because of inherent limitations in internal control,
misstatements due to errors or fraud may occur and not be detected.
Also, projections of any evaluation of internal control to future
periods are subject to the risk that internal control may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the specific internal control components
does not reduce to a relatively low level the risk that errors or
fraud in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely
period by employees in the normal course of performing their assigned
functions. However, we noted no matters involving internal control,
including control activities for safeguarding securities, and its
operation that we consider to be material weaknesses as defined above at
August 31, 2000.
This report is intended solely for the information and use of the Board of
Directors and management of Dreyfus Growth and Value Funds, Inc., and the
Securities and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.
ERNST & YOUNG LLP
October 2, 2000
