DREYFUS GROWTH & VALUE FUNDS INC
24F-2NT, 2001-01-09
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UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                   Washington, DC 20549

                                        FORM 24F-2
                             Annual Notice of Securities Sold
                                  Pursuant to Rule 24f-2



Read instructions at end of Form before preparing Form. Please print or type.

1.    Name and address of issuer:

        Dreyfus Growth and Value Funds, Inc.
        200 Park Avenue
        New York, NY  10166

2.    The name of each series or class of securities for which this Form is
      filed (If the form is being filed for all series and classes of securities
      of the issuer, check the box but do not list series or classes): [ X ]


3.    Investment Company Act File Number:  811-7123

      Securities Act File Number:  33-51061

4(a). Last day of fiscal year for which this notice is filed:

            October 31, 2000

4(b). [   ] Check box if this Form is being filed late (i.e. more than 90
      calendar days after the end of the issuer's fiscal year).
      (See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the registration
      fee due.


4(c). [   ] Check box if this is the last time the issuer will be filing this
      Form.

Dreyfus Large Company Value Fund
5.    Calculation of registration fee:

          (I) Aggregate sale price of securities sold during the  $35,039,077.07
              fiscal year pursuant to section 24(f):             ---------------

         (ii) Aggregate price of securities redeemed or           $53,910,210.97
              repurchased during the fiscal year:                ---------------

        (iii) Aggregate price of securities redeemed or
              repurchased during any PRIOR fiscal year ending no
              earlier than October 11, 1995 that were not previously used to
              reduce registration fees payable to the Commission: $58,633,377.17
                                                                 ---------------

         (iv) Total available redemption credits [add Items     -$112,543,588.14
              5(ii) and 5(iii):                                   --------------

          (v) Net Sales - if Item 5(I) is greater than Item 5(iv) [subtract
              Item 5(iv) from Item 5(i)]:                       $---------------

         (vi) Redemption credits available for use in future    $(77,504,511.07)
                                                                 ---------------
              years -- if Item 5(i) is less than Item 5(iv)
              [subtract Item 5(iv) from Item 5(I)]:

        (vii) Multiplier for determining registration fee (See     X   .000250
              Instruction C.9):                                  --------------


       (viii) Registration fee due (multiply Item 5(v) by Item      =$   0.00
              5(vii) (enter "0" if no fee is due):               ==============


6.    If the response to item 5(i) was determined by deducting an amount of
      securities that were registered under the Securities Act of 1933 pursuant
      to rule 24e-2 in effect before October 11, 1997, then report the amount of
      securities (number of shares or other units) deducted here: -0-. If there
      is a number of shares or other units that were registered pursuant to rule
      24e-2 remaining unsold at the end of the fiscal year for which this form
      is filed that are available for use by the issuer in future fiscal years,
      then state that number here: -0-.

7.    Interest due -- if this Form is being filed more than 90 days after the
      end of the issuer's fiscal year (See Instruction D):
                                                                    +$    N/A
                                                                  -------------

8.    Total of the amount of the registration fee due plus any interest due
      [line 5(viii) plus line 7]:
                                                                     =$  0.00
                                                                  =============
Dreyfus Small Company Value Fund
5.    Calculation of registration fee:

          (I) Aggregate sale price of securities sold during the     $70,478,168
              fiscal year pursuant to section 24(f):             ---------------

         (ii) Aggregate price of securities redeemed or            $  80,571,640
              repurchased during the fiscal year:                ---------------

        (iii) Aggregate price of securities redeemed or

              repurchased during any PRIOR fiscal year ending no earlier
              than October 11, 1995 that were not previously used to reduce
              registration fees payable to the Commission:          $ 91,811,792
                                                                  --------------

         (iv) Total available redemption credits [add Items        -$172,383,432
              5(ii) and 5(iii):                                   --------------

          (v) Net Sales - if Item 5(I) is greater than Item 5(iv) [subtract
              Item 5(iv) from Item 5(i)]:                       $---------------

         (vi) Redemption credits available for use in future $(101,905,264)
              years -- if Item 5(i) is less than Item 5(iv) ---------------
              [subtract Item 5(iv) from Item 5(I)]:

        (vii) Multiplier for determining registration fee (See     x   .000250
              Instruction C.9):                                  --------------

       (viii) Registration fee due (multiply Item 5(v) by Item       =$ 0.00
              5(vii) (enter "0" if no fee is due):               ==============


6.    If the response to item 5(i) was determined by deducting an amount of
      securities that were registered under the Securities Act of 1933 pursuant
      to rule 24e-2 in effect before October 11, 1997, then report the amount of
      securities (number of shares or other units) deducted here: -0-. If there
      is a number of shares or other units that were registered pursuant to rule
      24e-2 remaining unsold at the end of the fiscal year for which this form
      is filed that are available for use by the issuer in future fiscal years,
      then state that number here: -0-.

7.    Interest due -- if this Form is being filed more than 90 days after the
      end of the issuer's fiscal year (See Instruction D):
                                                                    +$    N/A
                                                                  -------------

8.    Total of the amount of the registration fee due plus any interest due
      [line 5(viii) plus line 7]:
                                                                     =$  0.00
                                                                  =============

TOTAL FOR ALL FUNDS:                                                 =$   0.00
                                                                  =============

9.    Date the registration fee and interest payment was sent to the
      Commission's lockbox depository:


            Method of Delivery:


                        [  X  ]  Wire Transfer
                        [     ]  Mail or other means



                                        SIGNATURES


      This report has been signed below by the following person on behalf of the
      issuer and in the capacity and on the date indicated.



      By (Signature and Title)*
                                    ------------------------------------
                                    Michael A. Rosenberg, Secretary


      Date:


* Please print the name and title of the signing officer below the signature.




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