Dreyfus Socially Responsible Growth Fund Inc – ‘485BPOS’ on 4/29/99

As of:  Thursday, 4/29/99   ·   Effective:  5/1/99   ·   Accession #:  890064-99-6   ·   File #s:  33-49014, 811-07044

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment No.7                         52±   228K 
 2: EX-23       Consent of Independent Accountant                      1      5K 
 3: EX-27       Financial Data Schedule                                2±     8K 

485BPOS   —   Post-Effective Amendment No.7
Document Table of Contents

485BPOS
1st “Page” of 9
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                        File Nos. 33-49014
                                                                  811-7044
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

FORM N-1A     

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]       

Pre-Effective Amendment No.                                      [  ] 

Post-Effective Amendment No. 7                                   [X]  

and/or    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]       

Amendment No. 9                                                  [X]  

(Check appropriate box or boxes.)     

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.    
(Exact Name of Registrant as Specified in Charter)    

c/o The Dreyfus Corporation                                 
200 Park Avenue, New York, New York          10166          
(Address of Principal Executive Offices)     (Zip Code)     

Registrant's Telephone Number, including Area Code: (212) 922-6000    

Mark N. Jacobs, Esq.    
200 Park Avenue     
New York, New York 10166    
(Name and Address of Agent for Service)     

It is proposed that this filing will become effective (check appropriate        
box)                                                                            

immediately upon filing pursuant to paragraph (b)           
----                                                                  

X  on May 1, 1999 pursuant to paragraph (b)                       
----                                                                  

60 days after filing pursuant to paragraph (a)(i)           
----                                                                  

on    (date) pursuant to paragraph (a)(i)                   
----                                                                  

75 days after filing pursuant to paragraph (a)(ii)          
----                                                                  
on     (date)      pursuant to paragraph (a)(ii) of Rule 485
----                                                                  

If appropriate, check the following box:                                        

           this post-effective amendment designates a new effective date
for a                                                       
previously filed post-effective amendment.        
----                                                                  

The Dreyfus Socially Responsible Growth Fund, Inc.                              

Investing in large-cap stocks that meet certain financial as well as social     
criteria                                                                        

PROSPECTUS May 1, 1999                                                          

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.           

485BPOS
2nd “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 2nd
The Fund                                                                        

          The Dreyfus Socially Responsible Growth Fund, Inc.

GOAL/APPROACH                                                                   

The fund seeks to provide capital growth, with current income as a secondary    
goal. To pursue these goals, the fund invests primarily in the common stock of  
companies that, in the opinion of the fund's management, meet traditional       
investment standards and conduct their business in a manner that contributes to 
the enhancement of the quality of life in America.                              

In choosing stocks, NCM Capital Management Group, Inc. ("NCM") first reviews    
potential investments based on fundamental security analysis. If a potential    
investment meets traditional financial concerns, it is designated to Dreyfus,   
which uses publicly available information, including reports prepared by        
"watchdog" groups and governmental agencies, to assess a company's record, based
on the fund's social screens. If this assessment does not reveal a negative     
pattern of conduct, the company's stock is eligible for purchase. Dreyfus       
supplements its initial assessment with additional research. If management      
decides that a company's conduct does not contribute to the enhancement of the  
quality of life in America, the stock will not be purchased. If it is already   
owned by the fund, it will be sold as soon as reasonably possible, consistent   
with the best interests of the fund. The fund may invest in companies with      
substantial overseas activities, but management does not currently examine      
corporate activities outside the U.S.                                           

Contents                                                                        

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

Goal/Approach                                                  INSIDE COVER     

Main Risks                                                                1     

Past Performance                                                          1     

Expenses                                                                  2     

Management                                                                3     

Financial Highlights                                                      4     

Account Information                                                             
--------------------------------------------------------------------------------

Account Policies                                                          5     

Distributions and Taxes                                                   5     

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

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

Fund shares are offered only to separate accounts established by insurance      
companies to fund variable annuity contracts ("VA contracts") and variable life 
insurance policies ("VLI policies"). Individuals may not purchase shares        
directly from, or place sell orders directly with, the fund. The VA contracts   
and VLI policies are described in the separate prospectuses issued by the       
participating insurance companies, over which the fund assumes no               
responsibility. Conflicts may arise between the interests of VA contract holders
and VLI policyholders. The board of directors will monitor events to identify   
any material conflicts and, if such conflicts arise, determine what action, if  
any, should be taken.                                                           

While the fund's investment objectives and policies may be similar to those of  
other funds managed by the investment advisers, the fund's investment results   
may be higher or lower than, and may not be comparable to, those of the other   
funds.                                                                          

Concepts to understand                                                          

SOCIAL SCREENING: to assess whether a company contributes to the enhancement of 
the quality of life in America, the fund considers a company's record in the    
areas of: (1) protection and improvement of the environment and the proper use  
of our natural resources, (2) occupational health and safety, (3) consumer      
protection and product purity, and (4) equal employment opportunity. Consistent 
with its consumer protection screen, the fund will not purchase shares in a     
company that manufactures tobacco products. Because there are few generally     
accepted measures of achievement in these areas, the development of suitable    
measurement techniques will be largely in the discretion and judgment of fund   
management. The fund does not evaluate a company's activities not directly      
related to its business (such as participation in community improvement         
projects) or the secondary implications of corporate activities (for example, in
looking at banks, the business activities of their borrowers will not be        
evaluated).                                                                     

485BPOS
3rd “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 3rd
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.                                

The fund's socially responsible investment criteria may limit the number of     
investment opportunities available to the fund, and as a result, the fund may   
produce more modest gains than funds that are not subject to such special       
investment considerations.                                                      

To the extent the fund invests in midsize and small companies, the fund may     
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.                                                          

Under adverse market conditions, the fund could invest some or all of its assets
in certain fixed-income and money market securities of eligible companies and   
domestic banks. 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 the   
period, the fund may not achieve its primary investment objective.              

The fund may write (sell) covered call option contracts to hedge the fund's     
portfolio and increase returns. There is the risk that such transactions        
sometimes may reduce returns or increase volatility. At times, the fund may     
engage in short-term trading, which could produce higher brokerage costs and    
taxable distributions.                                                          

PAST PERFORMANCE                                                                

The two tables below provide some indication of the risks of investing in the   
fund by showing the fund's annual returns and its long-term performance. The    
first table shows how the fund's performance has varied from year to year. The  
second table compares the performance of the fund over time to that of the S&P  
500((reg.tm)), a widely recognized unmanaged index of stock performance. Both   
tables assume the reinvestment of dividends and distributions. Of course, the   
past is not a prediction of the future.                                         
--------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)                             
                       1.49   34.50  21.23  28.43  29.38
89     90     91     92     93       94      95     96     97     98            

BEST QUARTER:                    Q4 '98                           +23.87%       

WORST QUARTER:                   Q3 '98                           -11.77%       
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
Average annual total return AS OF 12/31/98                                                                                       

                                                                                                                     Since       

                                                                                                                   inception     

                                                     1 Year                       5 Years                          (10/7/93)     
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
FUND                                                  29.38%                       22.43%                           23.01%       

S&P 500                                               28.60%                       24.05%                           23.32%*      

* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 9/30/93 IS USED AS THE                                                     
BEGINNING VALUE ON 10/7/93.                                                                                                      

What the fund is -- and isn't                                                   

The 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 goals, although as with all mutual funds, it cannot offer      
guaranteed results.                                                             

An investment in the 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 the fund, but you also have the potential to   
make money.                                                                     

Additional costs                                                                

Performance information reflects the fund's expenses only and does not reflect  
the fees and charges imposed by participating insurance companies under their VA
contracts or VLI policies. Because these fees and charges will reduce total     
return, VA contract holders and VLI policyholders should consider them when     
evaluating and comparing the fund's performance. VA contract holders and VLI    
policyholders should consult the prospectus for their contract or policy for    
more information.                                                               

The Fund                                                                        

485BPOS
4th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 4th
1
EXPENSES                                                                        

Investors pay certain fees and expenses in connection with the fund, which are  
described in the table below. Annual fund operating expenses are paid out of    
fund assets, so their effect is included in the fund's share price. As with the 
performance information given previously, these figures do not reflect any fees 
or charges imposed by participating insurance companies.                        
--------------------------------------------------------------------------------

Fee table                                                                       

ANNUAL FUND OPERATING EXPENSES                                                  

% OF AVERAGE DAILY NET ASSETS                                                   

Management fees                                                         0.75%   

Shareholder services fee                                                0.00%   

Other expenses                                                          0.05%   
--------------------------------------------------------------------------------

TOTAL                                                                   0.80%   

                                                        [Enlarge/Download Table]
Expense example                                                                                                                  

1 Year                               3 Years                              5 Years                              10 Years          
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
$82                                  $255                                 $444                                 $990              

This example shows what an investor 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 investors sold their 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 the investment adviser for managing the fund and
assisting in all aspects of the fund's operations.                              

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse Dreyfus Service
Corporation 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.                            

485BPOS
5th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 5th
2
MANAGEMENT                                                                      

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's  
leading mutual fund complexes, with more than $121 billion in more than 160     
mutual fund portfolios. Dreyfus is the primary mutual fund business of Mellon   
Bank Corporation, a broad-based financial services company with a bank at its   
core. With more than $389 billion of assets under management and $1.9 trillion  
of assets under administration and custody, Mellon provides a full range of     
banking, investment and trust products and services to individuals, businesses  
and institutions. Its mutual fund companies place Mellon as the leading bank    
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.   

During the past fiscal year, the fund paid Dreyfus an investment advisory fee at
the annual rate of 0.75% of the fund's average daily net assets.                

Management philosophy                                                           

The Dreyfus asset management philosophy is based on the belief that discipline  
and consistency are important to investment success. For each fund, the firm    
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, stable identity.                                               

NCM, located at 103 West Main Street, Durham, North Carolina 27705-3638, serves 
as the fund's sub-investment adviser. NCM was incorporated in 1986 and is one of
the nation's largest minority owned investment management firms. As of February 
28, 1999, NCM managed or administered approximately $4.49 billion in assets.    

Portfolio managers                                                              

Maceo K. Sloan serves as the fund's primary portfolio manager with respect to   
selection of portfolio securities. Mr. Sloan has held his position with the fund
since August 1994 and has been employed by NCM since 1986.                      

Paul Hilton serves as the fund's primary portfolio manager with respect to its  
areas of social concern. Mr. Hilton has been employed by Dreyfus since August   
1998. From April 1997 through August 1998, he was a Research Analyst in the     
Social Awareness Investment program at Smith Barney Asset Management, a division
of Travelers Group. From May 1995 through April 1997, he served as a Project    
Director for corporate social responsibility research at the Council on Economic
Priorities.                                                                     

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.          

Dreyfus is working to avoid year 2000-related problems in its systems and to    
obtain assurances from other service providers that they are taking similar     
steps. 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.                        

The Fund                                                                        

485BPOS
6th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 6th
3
FINANCIAL HIGHLIGHTS                                                            

The following table describes the fund's performance 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. Keep in mind    
that fees and charges imposed by participating insurance companies, which are   
not reflected in the table, would reduce the total returns that are shown.      

                                                        [Enlarge/Download Table]
                                                                                              YEAR ENDED DECEMBER 31,            

                                                                                 1998       1997       1996      1995       1994 
-------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                 
PER-SHARE DATA ($)                                                                                                               

 Net asset value, beginning of period                                           24.97      20.09     17.31      13.23      13.38 

 Investment operations:  Investment income -- net                                 .05        .09       .05        .08        .35 

                         Net realized and unrealized gain (loss)                                                                 
                         on investments                                          7.28       5.63      3.63       4.49       (.15)

 Total from investment operations                                                7.33       5.72      3.68       4.57        .20 

 Distributions:          Dividends from investment income -- net                 (.05)      (.10)     (.05)      (.08)      (.35)

                         Dividends from net realized gain                                                                        
                         on investments                                         (1.17)      (.74)     (.85)      (.41)        -- 

 Total distributions                                                            (1.22)      (.84)     (.90)      (.49)      (.35)

 Net asset value, end of period                                                 31.08      24.97     20.09      17.31      13.23 

 Total return (%)                                                               29.38      28.44     21.23      34.56       1.49 
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA                                                                                                         

 Ratio of expenses to average net assets (%)                                      .80        .82       .95       1.27        .25 

 Ratio of interest expense and loan commitment fees to average net assets (%)     .00*       .00*      .01         --         -- 

 Ratio of net investment income to average net assets (%)                         .20        .46       .42        .70       4.58 

 Decrease reflected in above expense ratios due to actions by Dreyfus                                                            
 and the sub-investment adviser (%)                                                --         --       .03        .06       2.60 

 Portfolio turnover rate (%)                                                    67.60      58.50    126.41      88.52     373.68 
-------------------------------------------------------------------------------------------------------------------------------- 

 Net assets, end of period ($ x 1,000)                                        477,797    275,887   114,570     31,657     10,406 

* AMOUNT REPRESENTS LESS THAN .01%.                                                                                              


485BPOS
7th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 7th
4
Account Information                                                             

ACCOUNT POLICIES                                                                

Buying/Selling shares                                                           

Fund shares may be purchased or sold (redeemed) by separate accounts of         
participating insurance companies. VA contract holders and VLI policyholders    
should consult the prospectus of the separate account of the participating      
insurance company for more information about buying or selling fund shares.     

The price for fund shares is the fund's 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. Purchase and sale orders from separate    
accounts received in proper form by the participating insurance company on a    
given business day are priced at the NAV calculated on such day, provided that  
the orders are received by the fund in proper form on the next business day. The
participating insurance company is responsible for properly transmitting        
purchase and sale orders.                                                       

Wire purchase payments may be made if the bank account of the participating     
insurance company is in a commercial bank that is a member of the Federal       
Reserve System or any other bank having a correspondent bank in New York City.  
Immediately available funds may be transmitted by wire to The Bank of New York  
(DDA#8900118474/The Dreyfus Socially Responsible Growth Fund, Inc.), for        
purchase of fund shares. The wire must include the fund account number (for new 
accounts, a taxpayer identification number should be included instead), account 
registration and dealer number if applicable of the participating insurance     
company.                                                                        

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.                                              

DISTRIBUTIONS AND TAXES                                                         

The fund generally pays dividends from its net investment income and distributes
any net capital gains that it has realized once a year. Distributions will be   
reinvested in the fund unless instructed otherwise by a participating insurance 
company.                                                                        

Since the fund's shareholders are the participating insurance companies and     
their separate accounts,  the tax treatment of dividends and distributions will 
depend on the tax status of the participating insurance company. Accordingly, no
discussion is included as to the federal income tax consequences to VA contract 
holders and VLI policyholders. For this information, VA contract holders and VLI
policyholders should consult the prospectus of the separate account of the      
participating insurance company or their tax advisers.                          

Participating insurance companies should consult their tax advisers about       
federal, state and local tax consequences.                                      

Who the shareholders are                                                        

The participating insurance companies and their separate accounts are the       
shareholders of the fund. From time to time, a shareholder may own a substantial
number of fund shares. The sale of a large number of shares could hurt the      
fund's net asset value per share (NAV).                                         

Account Information                                                             

485BPOS
8th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 8th
5
For More Information                                                            

The Dreyfus Socially Responsible Growth Fund, Inc.                              
--------------------------------------                                          

SEC file number:  811-7044                                                      

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 1-800-554-4611 or 516-338-3300                                

BY MAIL  Write to:  The Dreyfus 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.                                                                     

(c) 1999, Dreyfus Service Corporation                                           
111P0599                                                                        

This prospectus is printed on recycled paper.                       

485BPOS
Last “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 9th
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.                
(STATEMENT OF ADDITIONAL INFORMATION)                 
PART B                
MAY 1, 1999                 

This Statement of Additional Information, which is not a prospectus,  
supplements and should be read in conjunction with the current Prospectus of    
The Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund"), dated May      
1, 1999, as it may be revised from time to time. To obtain a copy of the        
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,     
Uniondale, New York, 11556-0144, or call 1-800-554-4611 or 516-338-3300.        

Shares of the Fund are offered only to variable annuity and variable  
life insurance separate accounts established by insurance companies             
("Participating Insurance Companies") to fund variable annuity contracts and    
variable life insurance policies (collectively, "Policies").                    

The Fund's most recent Annual Report and Semi-Annual Report to        
Shareholders are separate documents supplied with this Statement of             
Additional Information, and the financial statements, accompanying notes and    
report of independent auditors appearing in the Annual Report are               
incorporated by reference into this Statement of Additional Information.        

TABLE OF CONTENTS                 
                                          Page

Description of the Fund                                    B-2                  
Management of the Fund                                     B-9                  
Management Agreements                                      B-12                 
Shareholder Services Plan                                  B-17                 
How to Buy Shares                                          B-17                 
How to Redeem Shares                                       B-18                 
Determination of Net Asset Value                           B-19                 
Dividends, Distributions and Taxes                         B-20                 
Portfolio Transactions                                     B-22                 
Performance Information                                    B-23                 
Information About the Fund                                 B-24                 
Counsel and Independent Auditors                           B-25                 

DESCRIPTION OF THE FUND                 

 The Fund is a Maryland corporation that was formed on July 20, 1992 and
commenced operations on October 7, 1993.  The Fund is an open-end management    
investment company, known as a mutual fund.  The Fund is a diversified fund,    
which means that, with respect to 75% of the Fund's total assets, the Fund      
will not invest more than 5% of its assets in the securities of any single      
issuer.                                                                         

 The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.  The Manager has engaged NCM Capital Management Group, Inc. ("NCM")    
to serve as the Fund's sub-investment adviser.  NCM provides day-to-day         
management of the Fund's portfolio, subject to the supervision of the           
Manager.                                                                        

Premier Mutual Fund Services, Inc. (the "Distributor") is the         
distributor of the Fund's shares.                                               

Certain Portfolio Securities                                                    

 The following information supplements and should be read in conjunction
with the Fund's Prospectus.                                                     

During a period when it becomes desirable to move the Fund toward a   
defensive position because of adverse trends in the financial markets or the    
economy, the Fund may invest some or all of its assets in securities issued     
or guaranteed by the U.S. Government or its agencies or instrumentalities,      
corporate bonds, high grade commercial paper, repurchase agreements, time       
deposits, bank certificates of deposit, bankers' acceptances and other short-   
term bank obligations issued in this country as well as those issued in         
dollar denominations by the foreign branches of U.S. banks, and cash or cash    
equivalents, without limit as to amount, as long as such investments are        
made in securities of eligible companies and domestic banks.  The Fund also     
may purchase these types of securities when it has cash reserves or in          
anticipation of taking a market position.                                       

U.S. Government Securities.  U.S. Government securities include a     
variety of U.S. Treasury Securities, which differ in their interest rates,      
maturities and times of issuance: Treasury Bills have initial maturities of     
one year or less; Treasury Notes have initial maturities of one to ten          
years; and Treasury Bonds generally have initial maturities of greater then     
ten years.  Some obligations issued or guaranteed by U.S. Government            
agencies and instrumentalities, such as Government National Mortgage            
Association pass-through certificates, are supported by the full faith and      
credit of the U.S. Treasury; others, such as those of the Federal Home Loan     
Banks, by the right of the issuer to borrow from the U.S. Treasury; others,     
such as those issued by the Federal National Mortgage Association, by           
discretionary authority of the U.S. Government to purchase certain              
obligations of the agency or instrumentality; and others, such as those         
issued by the Student Loan Marketing Association, only by the credit of the     
instrumentality.  These securities bear fixed, floating or variable rates of    
interest.  Principal and interest may fluctuate based on generally              
recognized reference rates or the relationship of rates.  While the U.S.        
Government provides financial support to such U.S. Government-sponsored         
agencies or instrumentalities, no assurance can be given that it will always    
do so since it is not so obligated by law.  The Fund will invest in such        
securities only when the Fund is satisfied that the credit risk with respect    
to the issuer is minimal.                                                       

Foreign Securities.  The Fund may invest in foreign securities.       
Foreign securities markets generally are not as developed or efficient as       
those in the United States.  Securities of some foreign issuers are less        
liquid and more volatile than securities of comparable U.S. issuers.            
Similarly, volume and liquidity in most foreign securities markets are less     
than in the United States and, at times, volatility of price can be greater     
than in the United States.                                                      

Because evidences of ownership of such securities usually are held    
outside the United States, the Fund will be subject to additional risks         
which include possible adverse political and economic developments, seizure     
or nationalization of foreign deposits and adoption of governmental             
restrictions which might adversely affect or restrict the payment of            
principal and interest on the foreign securities to investors located           
outside the country of the issuer, whether from currency blockage or            
otherwise.                                                                      

Since foreign securities often are purchased with and payable in      
currencies of foreign countries, the value of these assets as measured in       
U.S. dollars may be affected favorably or unfavorably by changes in currency    
rates and exchange control regulations.                                         

 Illiquid Securities.  The Fund may invest up to 15% of the value of its
net assets in securities which are illiquid securities, provided such           
investments are consistent with the Fund's investment objectives.  Illiquid     
securities are securities which are not readily marketable, including those     
with legal or contractual restrictions on resale.  Rule 144A under the          
Securities Act of 1933, as amended (the "Securities Act"), permits certain      
resales of restricted securities to qualified institutional buyers without      
registration under the Securities Act ("Rule 144A Securities").  The Fund's     
Board has directed the Manager to monitor the Fund's investments in such        
securities with particular regard to trading activity, availability of          
reliable price information and other relevant information, and has approved     
procedures to determine whether a readily available market exists.  Rule        
144A Securities for which there is a readily available market are not           
illiquid.  Investment in illiquid securities subjects the Fund to the risk      
that it will not be able to sell such securities when it may be opportune to    
do so, which could adversely affect the Fund's net asset value.                 

When the Fund purchases securities that are illiquid due to the fact  
that such securities have not been registered under the Securities Act, the     
Fund will endeavor to obtain the right to registration at the expense of the    
issuer.  Generally, there will be a lapse of time between the Fund's            
decision to sell any such securities and the registration of the securities     
permitting sale. The valuation of illiquid securities will be monitored by      
the Manager subject to the supervision of the Fund's Board.                     

Repurchase Agreements.  Repurchase agreements involve the acquisition 
by the Fund of an underlying debt instrument subject to an obligation of the    
seller to repurchase, and the Fund to resell, the instrument at a fixed         
price, usually not more than one week after its purchase.  The Fund's           
custodian will have custody of, and will hold in a segregated account,          
securities acquired by the Fund under a repurchase agreement.  Repurchase       
agreements are considered by the staff of the Securities and Exchange           
Commission to be loans by the Fund.  In an attempt to reduce the risk of        
incurring a loss on a repurchase agreement, the Fund will enter into            
repurchase agreements only with domestic banks with total assets in excess      
of one billion dollars or primary government securities dealers reporting to    
the Federal Reserve Bank of New York, with respect to securities of the type    
in which the Fund may invest, and the Fund will require that additional         
securities be deposited with its custodian if the value of the securities       
purchased should decrease below resale price.  The Manager will monitor on      
an ongoing basis the value of the collateral to assure that it always equals    
or exceeds the repurchase price.  Certain costs may be incurred by the Fund     
in connection with the sale of the securities if the seller does not            
repurchase them in accordance with the repurchase agreement.  In addition,      
if bankruptcy proceedings are commenced with respect to the seller of the       
securities, realization on the securities by the Fund may be delayed or         
limited.  The Fund will consider on an ongoing basis the creditworthiness of    
the institutions with which it enters into repurchase agreements.               

Certificates of Deposit.  Certificates of deposit are negotiable      
certificates evidencing the obligation of a bank to repay funds deposited       
with it for a specified period of time.                                         

 Time Deposits.  Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time (in no event longer        
than seven days) at a stated interest rate.                                     

Bankers' Acceptances.  Bankers' acceptances are credit instruments    
evidencing the obligation of a bank to pay a draft drawn on it by a             
customer.  These instruments reflect the obligation both of the bank and the    
drawer to pay the face amount of the instrument upon maturity.                  

Investment Techniques                                                           

 The following information supplements and should be read in conjunction
with the Fund's Prospectus.                                                     

Writing and Purchasing Options.  To earn additional income on its     
portfolio, the Fund, to a limited extent, may write covered call options on     
securities owned by the Fund ("covered options" or "options") and purchase      
call options in order to close option transactions, as described below.         

A call option gives the purchaser of the option the right to buy, and 
obligates the writer to sell, the underlying security at the exercise price     
at any time during the option period, regardless of the market price of the     
security.  The premium paid to the writer is the consideration for              
undertaking the obligations under the option contract.  When a covered          
option is written by the Fund, the Fund will make arrangements with the         
Fund's Custodian, to segregate the underlying securities until the option       
either is exercised, expires or the Fund closes out the option as described     
below.  A covered option sold by the Fund exposes the Fund during the term      
of the option to possible loss of opportunity to realize appreciation in the    
market price of the underlying security or to possible continued holding of     
a security which might otherwise have been sold to protect against              
depreciation in the market price of the security.  To limit this exposure,      
the value of the portfolio securities underlying covered call options           
written by the Fund will be limited to an amount not in excess of 20% of the    
value of the Fund's net assets at the time such options are written.            

The Fund will purchase call options only to close out open positions. 
To close out a position, the Fund may make a "closing purchase transaction,"    
which involves purchasing a call option on the same security with the same      
exercise price and expiration date as the option which it has previously        
written on a particular security.  The Fund will realize a profit (or loss)     
from a closing purchase transaction if the amount paid to purchase a call       
option is less (or more) than the amount received from the sale thereof.        

Borrowing Money.  The Fund is permitted to borrow to the extent       
permitted under the Investment Company Act of 1940, as amended (the "Act"),     
which permits an investment company to borrow an amount up to 33 1/3% of the    
value of its total assets.  The Fund currently intends to borrow money only     
for temporary or emergency (not leveraging) purposes, in an amount up to 15%    
of the value of the Fund's total assets (including the amount borrowed)         
valued at the lesser of cost or market, less liabilities (not including the     
amount borrowed) at the time the borrowing is made.  While borrowings exceed    
5% of the Fund's total assets, the Fund will not make any additional            
investments.                                                                    

Other Investment Considerations and Risks                                       

 The following information supplements and should be read in conjunction
with the Fund's Prospectus.                                                     

The Fund's objectives and special considerations (social screens), as 
described in the Fund's Prospectus, cannot be changed without approval by       
the holders of a majority, as defined in the Act, of the Fund's outstanding     
voting shares.  The Fund's Board of Directors may adopt additional criteria     
or restrictions governing the Fund's investments if the Board of Directors      
determines that the new criteria or restrictions are consistent with the        
Fund's objective of investing in a socially responsible manner, but the         
Board may not change the four existing special considerations described in      
the Prospectus without shareholder approval.                                    

 The Board will review new portfolio acquisitions in light of the Fund's
special concerns at their next regular meeting.  While the Board will           
disqualify a company evidencing a pattern of conduct that is inconsistent       
with the Fund's special standards, the Board need not disqualify a company      
on the basis of incidents that, in the Board's judgment, do not reflect the     
company's policies and overall current level of performance in the areas of     
special concern to the Fund.  The performance of companies in the areas of      
special concern are reviewed regularly to determine their continued             
eligibility.                                                                    

The Board of Directors of the Fund may, to a limited extent, authorize
the purchase of securities of foreign companies which have not been declared    
eligible for investment ("ineligible securities") in order to facilitate the    
purchase of securities of other foreign companies which are contributing or     
will contribute to the enhancement of the quality of life in America and        
which have been declared eligible for investment ("eligible securities").       
Certain countries have limited, either permanently or temporarily, the          
ability of foreigners to purchase shares of their domestic companies, shares    
which are already owned outside the country or shares which may be obtained     
through the sale of shares of other companies located in the same country       
which are owned outside that country.  Accordingly, the Fund may purchase       
ineligible securities so that these securities may be sold or redeemed in       
the country of origin, and the proceeds thus received used for the purchase     
of eligible securities.                                                         

Otherwise ineligible securities purchased for this limited purpose    
would be held in the Fund's portfolio for a maximum of 60 days in order to      
enable the Fund to have sufficient time to provide for the transportation of    
the securities and their sale or redemption.  Most transactions of this         
type, however, are expected to be completed in a much shorter period.           
Furthermore, such investments are limited, as a fundamental policy, in the      
aggregate, to a maximum of 2% of the net assets of the Fund at the time of      
investment.  Engaging in these transactions will result in additional           
expense to the Fund in the form of brokerage commissions incurred in the        
purchase and sale of the ineligible security.  Finally, the Board of            
Directors would authorize investments in ineligible securities only for the     
purpose of facilitating the purchase of securities of a specific eligible       
company.                                                                        

Simultaneous Investments.  Investment decisions for the Fund are made 
independently from those of other investment companies advised by the           
Manager and NCM.  However, if such other investment companies desire to         
invest in, or dispose of, the same securities as the Fund, available            
investments or opportunities for sales will be allocated equitably to each.     
In some cases, this procedure may adversely affect the size of the position     
obtained for or disposed of by the Fund or the price paid or received by the    
Fund.                                                                           

State Insurance Regulation.  The Fund is intended to be a funding     
vehicle for VA contracts and VLI policies to be offered by Participating        
Insurance Companies and will seek to be offered in as many jurisdictions as     
possible.  Certain states have regulations concerning concentration of          
investments and certain investment techniques.  If applied to the Fund, the     
Fund may be limited in its ability to engage in such techniques and to          
manage its portfolio with the flexibility provided herein.  It is the Fund's    
intention to operate in material compliance with current insurance laws and     
regulations, as applied, in each jurisdiction in which the Fund is offered.     

Investment Restrictions                                                         

The Fund has adopted investment restrictions numbered 1 through 16 as 
fundamental policies.  These restrictions cannot be changed without approval    
by the holders of a majority, as defined in the Act, of the Fund's              
outstanding voting shares.  Investment restrictions numbered 17 and 18 are      
not fundamental policies and may be changed by vote of a majority of the        
Fund's Directors at any time.                                                   

1.   The Fund's special considerations described in the Fund's        
Prospectus will not be changed without stockholder approval.  The Board of      
Directors may from time to time without stockholder approval adopt              
additional criteria or restrictions governing the Fund's investments if the     
Board of Directors determines that the new criteria or restrictions are         
consistent with the Fund's objective of investing in a socially responsible     
manner.  Any such new criteria or restrictions would not be fundamental         
policies of the Fund and could be subsequently terminated or changed by the     
Board of Directors at any time without stockholder approval.                    

2.   The Fund may not purchase the securities of any issuer if such   
purchase would cause more than 5% of the value of its total assets to be        
invested in securities of such issuer (except securities of the United          
States Government or any instrumentality thereof).                              

3.   The Fund may not purchase the securities of any issuer if such   
purchase would cause the Fund to hold more than 10% of the outstanding          
voting securities of such issuer.                                               

4.   The Fund may not purchase securities of any company having less  
than three years' continuous operating history (including that of any           
predecessors), if such purchase would cause the value of the Fund's             
investments in all such securities to exceed 5% of the value of its net         
assets. See also Investment Restriction No. 10.                                 

5.   The Fund may not purchase securities of closed-end investment    
companies except in connection with a merger or consolidation of portfolio      
companies. The Fund shall not purchase or retain securities issued by open-     
end investment companies other than itself.                                     

6.   The Fund may not purchase or retain the securities of any issuer 
if officers or directors of the Fund or of its investment adviser, who own      
beneficially more than 1/2 of 1% of the securities of such issuer together      
own beneficially more than 5% of the securities of such issuer.                 

7.   The Fund may not purchase, hold or deal in commodities or        
commodity contracts, in oil, gas, or other mineral exploration or               
development programs, or in real estate but this shall not prohibit the Fund    
from investing, consistent with Investment Restriction 18 below, in             
securities of companies engaged in oil, gas or mineral investments or           
activities. This limitation shall not prevent the Fund from investing in        
securities issued by a real estate investment trust, provided that such         
trust is not permitted to invest in real estate or in interests other than      
mortgages or other security interests.                                          

8.   The Fund may not borrow money, except to the extent permitted    
under the Act.                                                                  

 9.   The Fund may not make loans other than by the purchase, consistent
with Investment Restriction 18 below, of bonds, debentures or other debt        
securities of the types commonly offered privately and purchased by             
financial institutions.  The purchase of a portion of an issue of publicly      
distributed debt obligations shall not constitute the making of loans.          

10.  The Fund may not act as an underwriter of securities of other    
issuers.                                                                        

11.  The Fund may not purchase from or sell to any of its officers or 
directors, or firms of which any of them are members, any securities (other     
than capital stock of the Fund), but such persons or firms may act as           
brokers for the Fund for customary commissions.                                 

12.  The Fund may not invest in the securities of a company for the   
purpose of exercising management or control, but the Fund will vote the         
securities it owns in its portfolio as a shareholder in accordance with its     
views.                                                                          

13.  The Fund may not purchase securities on margin, but the Fund may 
obtain such short-term credit as may be necessary for the clearance of          
purchases and sales of securities.                                              

 14.  The Fund may not sell any security short or engage in the purchase
and sale of put, call, straddle, or spread options or combinations thereof,     
or in writing such options, except that the Fund may write and sell covered     
call option contracts on securities owned by the Fund up to, but not in         
excess of, 20% of the market value of its net assets at the time such option    
contracts are written.  The Fund may also purchase call options for the         
purpose of terminating its outstanding obligations with respect to              
securities upon which covered call option contracts have been written. In       
connection with the writing of covered call options, the Fund may pledge        
assets to an extent not greater than 20% of the market value of its total       
net assets at the time such options are written.                                

15.  The Fund may not concentrate its investments in any particular   
industry or industries, except that the Fund may invest up to 25% of the        
value of its total assets in a single industry.                                 

 16.  The Fund may not purchase warrants in excess of 2% of the value of
its net assets. Such warrants shall be valued at the lower of cost or           
market, except that warrants acquired by the Fund in units or attached to       
securities shall be deemed to be without value, for purposes of this            
restriction only.                                                               

17.  The Fund may not pledge, mortgage, hypothecate or otherwise      
encumber its assets, except to the extent necessary to secure permitted         
borrowings.                                                                     

18.  The Fund may not enter into repurchase agreements providing for  
settlement in more than seven days after notice or purchase securities which    
are illiquid if, in the aggregate, more than 15% of the value of the Fund's     
net assets would be so invested.                                                

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values      
or assets will not constitute a violation of that restriction.                  

In addition, the Fund has adopted the following policies as non-      
fundamental policies.  The Fund intends (i) to comply with the                  
diversification requirements prescribed in regulations under Section 817(h)     
of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) to      
comply in all material respects with insurance laws and regulations             
applicable to investments of separate accounts of Participating Insurance       
Companies.  As non-fundamental policies, these policies may be changed by       
vote of a majority of the Board of Directors at any time.                       

MANAGEMENT OF THE FUND                

The Fund's Board is responsible for the management and supervision of 
the Fund.  The Board approves all significant agreements with those             
companies that furnish services to the Fund.  These companies are as            
follows:                                                                        

The Dreyfus Corporation                  Investment Adviser           
NCM Capital Management Group, Inc.       Sub-Investment Adviser       
Premier Mutual Fund Services, Inc.       Distributor                  
Dreyfus Transfer, Inc.                   Transfer Agent               
Mellon Bank, N.A.                        Custodian                    

 Board members and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,       
are shown below.                                                                

Directors of the Fund                                                           

CLIFFORD L. ALEXANDER, JR., Board Member.  President of Alexander &             
 Associates, Inc., a management consulting firm.  From 1977 to 1981, Mr.
Alexander served as Secretary of the Army and Chairman of the Board of
 the Panama Canal Company, and from 1975 to 1977, he was a member of the
Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and
Alexander.  He is a director of American Home Products Corporation,   
Cognizant Corporation, a service provider of marketing information and
information technology, The Dun & Bradstreet Corporation, MCI         
Communications Corporation, Mutual of America Life Insurance Company  
and TLC Beatrice International Holdings, Inc.  He is 65 years old and 
his address is 400 C. Street, N.E., Washington, D.C. 20002.           

LUCY WILSON BENSON, Board Member.  President of Benson and Associates,          
consultants to business and government.  Mrs. Benson is a director of 
Communications Satellite Corporation and Logistics Management         
Institute.  She is also a Trustee of the Alfred P. Sloan Foundation,  
Vice Chairman of the Board of Trustees of Lafayette College, Vice     
Chairman of the Citizens Network for Foreign Affairs, and a member of 
 the Council on Foreign Relations.  From 1980 to 1994, Mrs. Benson was a
director of The Grumman Corporation and of the General RE Corporation 
from 1990 to 1998.  Mrs. Benson served as a consultant to the U.S.    
Department of State and to SRI International from 1980 to 1981.  From 
 1977 to 1980, she was Under Secretary of State for Security Assistance,
Science and Technology.  She is 71 years old and her address is 46    
Sunset Avenue, Amherst, Massachusetts 01002.                          

JOSEPH S. DiMARTINO, Chairman of the Board.  Since January 1995, Chairman of    
the Board of various funds in the Dreyfus Family of Funds.  He is also
 a director of The Muscular Dystrophy Association, The Noel Group, Inc.,
 a venture capital company (for which, from February 1995 until November
1997, he was Chairman of the Board), Career Blazers, Inc. (formerly,  
Staffing Resources, Inc.), a temporary placement agency, HealthPlan   
Services Corporation, a provider of marketing, administrative and risk
management services to health and other benefit programs, Carlyle     
Industries, Inc. (formerly, Belding Heminway, Inc.), a button packager
and distributor, and Century Business Services, Inc. (formerly,       
International Alliance Services, Inc.), a provider of various         
outsourcing services for small and medium sized companies.  For more  
than five years prior to January 1995, he was President, a director   
and, until August 1994, Chief Operating Officer of the Manager and    
 Executive Vice President and a director of Dreyfus Service Corporation,
a wholly-owned subsidiary of the Manager.  From August 1994 until     
December 31, 1994, he was a director of Mellon Bank Corporation. He is
55 years old and his address is 200 Park Avenue, New York, New York   
10166.                                                                

For so long as the Fund's plan described in the section captioned     
"Shareholder Services Plan" remains in effect, the Board members of the Fund    
who are not "interested persons" of the Fund, as defined in the Act, will be    
selected and nominated by the Board members who are not "interested persons"    
of the Fund.                                                                    

The Fund typically pays its Board members an annual retainer and      
reimburses them for their expenses.  The Chairman of the Board receives an      
additional 25% of such compensation. Any Board member who becomes an            
Emeritus Board member shall be entitled to receive an annual retainer of one-   
half the amount paid to Board members.  The aggregate amount of compensation    
paid to each current Board member by the Fund and by all funds in the           
Dreyfus Family of Funds for which such person is a Board member (the number     
of which is set forth in parenthesis next to each Board member's total          
compensation)* for the year ended December 31, 1998, is as follows:             

                                  Total Compensation
          Aggregate          From Fund and
Name of Board                Compensation From  Fund Complex                    
Member                       Fund**             Paid to Board Member            

Clifford L. Alexander        $2,500             $  80,918 (38)                  

Lucy Wilson Benson           $2,500             $  77,168 (24)                  

Joseph S. DiMartino          $3,125             $619,660 (187)                  

____________________________                                                    
*    Represents the number of separate portfolios comprising the investment     
companies in the Fund Complex, including the Fund, for which the Board
member serves.                                                        

**   Amount does not include reimbursed expenses for attending Board            
meetings, which amounted to $1,401 for all Board members as a group.  

Officers of the Fund                                                            

MARIE E. CONNOLLY, President and Treasurer.  President, Chief Executive         
 Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston       
 Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager.  She is 42 years old.         

MARGARET W. CHAMBERS, Vice President and Secretary.  Senior Vice President      
 and General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager.  From    
 August 1996 to March 1998, she was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P.  From January 1986 to July 
1996, she was an associate with the law firm of Ropes & Gray.  She is 
39 years old.                                                         

STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant          
Treasurer.  Vice President and Client Development Manager of Funds    
 Distributor, Inc., and an officer of other investment companies advised
 or administered by the Manager.  From April 1997 to March 1998, she was
 employed as a Relationship Manager with Citibank, N.A. From August 1995
to April 1997, she was an Assistant Vice President with Hudson Valley 
Bank, and from September 1990 to August 1995, she was Second Vice     
President with Chase Manhattan Bank.  She is 30 years old.            

MARY A. NELSON, Vice President and Assistant Treasurer.  Vice President of      
the Distributor and Funds Distributor, Inc., and an officer of other  
investment companies advised or administered by the Manager.  From    
September 1989 to July 1994, she was an Assistant Vice President and  
Client Manager for The Boston Company, Inc.  She is 35 years old.     

GEORGE A. RIO, Vice President and Assistant Treasurer.  Executive Vice          
President and Client Service Director of Funds Distributor, Inc., and 
 an officer of other investment companies advised or administered by the
Manager.  From June 1995 to March 1998, he was Senior Vice President  
and Senior Key Account Manager for Putnam Mutual Funds.  From May 1994
to June 1995, he was Director of Business Development for First Data  
Corporation.  From September 1983 to May 1994, he was Senior Vice     
 President and Manager of Client Services and director of Internal Audit
at The Boston Company, Inc.  He is 44 years old.                      

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer.  Senior Vice      
President, Treasurer, Chief Financial Officer and a director of the   
Distributor and Funds Distributor, Inc., and an officer of other      
 investment companies advised or administered by the Manager.  From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and     
Treasury areas.  He is 36 years old.                                  

DOUGLAS C. CONROY, Vice President and Assistant Secretary.  Assistant Vice      
President of Funds Distributor, Inc., and an officer of other         
investment companies advised or administered by the Manager.  From    
April 1993 to January 1995, he was a Senior Fund Accountant for       
Investors Bank & Trust Company.  He is 30 years old.                  

CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary.  Vice            
President and Senior Associate General Counsel of Funds Distributor,  
Inc., and an officer of other investment companies advised or         
administered by the Manager.  From April 1994 to July 1996, he was    
Assistant Counsel at Forum Financial Group.  He is 34 years old.      

KATHLEEN K. MORRISEY, Vice President and Assistant Secretary.  Manager of       
Treasury Services Administration of Funds Distributor, Inc., and an   
officer of other investment companies advised or administered by the  
Manager.  From July 1994 to November 1995, she was a Fund Accountant  
for Investors Bank & Trust Company.  She is 26 years old.             

ELBA VASQUEZ, Vice President and Assistant Secretary.  Assistant Vice           
President of Funds Distributor, Inc., and an officer of other         
investment companies advised or administered by the Manager.  From    
March 1990 to May 1996, she was employed by U.S. Trust Company of New 
York, where she held various sales and marketing positions.  She is 37
years old.                                                            

The address of each officer of the Fund is 200 Park Avenue, New York, 
New York 10166.                                                                 

Board members and officers of the Fund, as a group, owned less than 1%
of the Fund's shares of common stock outstanding on April 26, 1999.             

 The following persons are known by the Fund to own of record 5% or more
of the Fund's outstanding voting securities on April 26, 1999:  Nationwide      
Variable Account II, CO47 c/o IPO, P.O. Box 182029, Columbus, OH 43218-2029     
- 53.85%; TransAmerica Occidental Life Insurance Company, Separate Account      
VA-2L, Accounting Department, P.O. Box 33849, Charlotte, NC 28233-3849 -        
12.09%; Nationwide Life Insurance Co., NWVA-9, c/o IPO Portfolio Accounting,    
P.O. Box 182029, Columbus, OH 43218-2029 - 10.71%; Nationwide Multi-Flex        
(NEA), CO48 c/o IPO, P.O. Box 182029, Columbus, OH                              
43218-2029 - 7.60%.                                                             

A shareholder that owns, directly or indirectly, 25% or more of the   
Fund's voting securities may be deemed to be a "control person" (as defined     
in the Act) of the Fund.                                                        

MANAGEMENT ARRANGEMENTS                 

 Investment Adviser.  The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation       
("Mellon").  Mellon is a publicly owned multibank holding company               
incorporated under Pennsylvania law in 1971 and registered under the Federal    
Bank Holding Company Act of 1956, as amended.  Mellon provides a                
comprehensive range of financial products and services in domestic and          
selected international markets.  Mellon is among the twenty-five largest        
bank holding companies in the United States based on total assets.              

The Manager provides investment advisory services pursuant to the     
Management Agreement (the "Agreement") dated August 2, 1994, between the        
Manager and the Fund which is subject to annual approval by (i) the Board of    
Directors of the Fund or (ii) vote of a majority (as defined in the Act) of     
the outstanding voting securities of the Fund, provided that in either event    
the continuance also is approved by a majority of the Board of Directors who    
are not "interested persons" (as defined in the Act) of the Fund or the         
Manager, by vote cast in person at a meeting called for the purpose of          
voting on such approval. The Board of Directors, including a majority of the    
Directors who are not "interested persons," last approved the Agreement at a    
meeting held on July 16, 1998.  Shareholders approved the Agreement on          
August 2, 1994.  The Agreement is terminable without penalty, on 60 days'       
notice, by the Board of Directors of the Fund or by vote of the holders of a    
majority of the Fund's shares, or, upon not less than 90 days' notice, by       
the Manager. The Agreement will terminate automatically in the event of its     
assignment (as defined in the Act).                                             

As compensation for the Manager's services to the Fund, under the     
Agreement the Fund has agreed to pay the Manager a fee, computed monthly, at    
an annual rate of .75 of 1% of the Fund's average daily net assets.  All        
fees and expenses are accrued daily and deducted before declaration of          
dividends to shareholders.  For the fiscal year ended December 31, 1996, the    
investment advisory fee under the Agreement amounted to $522,795 and was        
reduced by $19,166 pursuant to an undertaking by the Manager, resulting in a    
net fee being paid to the Manager of $503,629.  For the fiscal years ended      
December 31, 1997 and December 31, 1998 the investment advisory fees            
amounted to $1,447,157 and $2,684,102, respectively.                            

The following persons are officers and/or directors of the Manager:   
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;      
Stephen E. Canter, President, Chief Operating Officer, Chief Investment         
Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional and a     
director; Lawrence S. Kash, Vice Chairman and a director; Ronald P.             
O'Hanley, III, Vice Chairman; J. David Officer, Vice Chairman and a             
director; William T. Sandalls, Jr., Executive Vice President; Mark N.           
Jacobs, Vice President, General Counsel and Secretary; Diane P. Durnin, Vice    
President-Product Development; Patrice M. Kozlowski, Vice President-            
Corporate Communications; Mary Beth Leibig, Vice President-Human Resources;     
Andrew S. Wasser, Vice President-Information Systems; Theodore A. Schachar,     
Vice President; Wendy Strutt, Vice President; Richard Terres, Vice              
President; William H. Maresca, Controller; James Bitetto, Assistant             
Secretary; Steven F. Newman, Assistant Secretary; and Mandell L. Berman,        
Burton C. Borgelt, Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo and     
Richard F. Syron, directors.                                                    

Sub-Investment Adviser.  NCM provides sub-investment advisory services
to the Fund pursuant to an Amended and Restated Sub-Investment Advisory         
Agreement dated April 22, 1996 between the Manager and NCM (the "Sub-           
Investment Advisory Agreement").  The Sub-Investment Advisory Agreement is      
subject to annual approval by (i) the Board of Directors of the Fund or (ii)    
vote of a majority (as defined in the Act) of the Fund's outstanding voting     
securities, provided that in either event the continuance also is approved      
by a majority of the Directors who are not "interested persons" (as defined     
in the Act) of any party to the Sub-Investment Advisory Agreement, by vote      
cast in person at a meeting called for the purpose of voting on such            
approval.  The Board of Directors, including a majority of the Directors who    
are not "interested persons," last approved the Sub-Investment Advisory         
Agreement at a meeting held on July 16, 1998.  Shareholders approved the Sub-   
Investment Advisory Agreement on April 18, 1996.  The Sub-Investment            
Advisory Agreement contains a restriction on NCM's ability to act as the        
investment adviser or sub-investment adviser for other funds with socially      
responsible investment policies without the consent of the Fund or the          
Manager.  The Sub-Investment Advisory Agreement is terminable without           
penalty, on 60 days' notice, by the Manager, by the Board of Directors of       
the Fund or by vote of the holders of a majority of the Fund's shares, or,      
upon not less than 90 days' notice, by NCM.  The Sub-Investment Advisory        
Agreement will terminate automatically in the event of its assignment (as       
defined in the Act).  In addition, if the Management Agreement terminates       
for any reason, the Sub-Investment Advisory Agreement will terminate            
effective upon the date the Management Agreement terminates.                    

As compensation for NCM's services under the Sub-Investment Advisory  
Agreement, the Manager has agreed to pay NCM a fee, payable monthly, at an      
annual rate as set forth below:                                                 

                                 Annual Fee as a Percentage of
Total Assets                        Average Daily Net Assets  

0 to $32 million                                    .10 of 1%                   
In excess of $32 million to $150 million            .15 of 1%                   
In excess of $150 million to $300 million           .20 of 1%                   
In excess of $300 million                           .25 of 1%                   

For the period from August 2, 1994 through April 21, 1996, NCM served 
as the Fund's sub-investment adviser pursuant to a sub-investment advisory      
agreement (the "Former NCM Agreement") dated August 2, 1994 between NCM and     
the Manager.  Pursuant to the Former NCM Agreement, the Manager paid NCM a      
sub-investment advisory fee at the annual rate of .10 of 1% of the Fund's       
average daily net assets up to $500 million; and .20 of 1% of the Fund's        
average daily net assets in excess of $500 million.  For the period from        
January 1, 1996 to April 21, 1996, the Manager paid NCM a sub-advisory fee      
of $21,325 pursuant to the Former NCM Agreement and for the period from         
April 22, 1996 to December 31, 1996, the Manager paid NCM a sub-advisory fee    
of $54,267 pursuant to the Sub-Investment Advisory Agreement.  For the          
fiscal years ended December 31, 1997 and 1998, the Manager paid NCM a sub-      
investment advisory fee of $296,615 and $654,784, respectively, pursuant to     
the Sub-Investment Advisory Agreement.                                          

 At a meeting of the Fund's Board of Directors held on January 14, 1999,
the Board approved a new sub-investment advisory agreement between the          
Manager and NCM, relating to the Fund (the "New Sub-Investment Advisory         
Agreement"), the terms of which (including the fee structure pursuant to        
which the Manager pays NCM) are identical to the terms of the Sub-Investment    
Advisory Agreement in all material respects.  Fund shareholders approved the    
New Sub-Investment Advisory Agreement at a Special Meeting of Shareholders      
held on April 14, 1999.  It is currently contemplated that the New Sub-         
Investment Advisory Agreement will become effective, and will replace the       
Sub-Investment Advisory Agreement, on or about June 30, 1999.                   

The following persons are officers and/or directors of NCM: Maceo K.  
Sloan, Chairman, President and Chief Executive Officer; Justin F. Beckett,      
Executive Vice President and Director; Peter J. Anderson, Director; Morris      
Goodwin, Jr., Director; Stephen W. Rozzell, Director; Edith H. Noel, Senior     
Vice President, Corporate Secretary and Treasurer; Clifford D. Mpare,           
Executive Vice President and Co-Chief Investment Officer; Ben Blakney,          
Executive Vice President and Chief Operating Officer; Victoria Treadwell,       
Senior Vice President and Director of Client Services; Paul L. VanKampen,       
Senior Vice President and Director of Fixed Income; Tammie F. Coley, Senior     
Vice President and Chief Financial Officer; David C. Carter, Vice President;    
Michael J. Ferraro, Vice President and Director of Trading; David A.            
Halloran, Senior Vice President and Director of Equities; Linda Jordan,         
Regional Vice President-Marketing; Lorenzo Newsome, Senior Vice President       
and Director of Fixed Income-Research; Marc Reid, Vice President-Client         
Services; Drake J. Craig, Vice-President; Reginald Weaver, Assistant Vice       
President-Trading.                                                              

NCM provides day-to-day management of the Fund's portfolio of         
investments in accordance with the stated policies of the Fund, subject to      
the supervision of the Manager and the approval of the Fund's Board of          
Directors.  The Manager and NCM provide the Fund with portfolio managers who    
are authorized by the Board to execute purchases and sales of securities.       
The Fund's portfolio managers are Paul A. Hilton (with respect to the Fund's    
areas of special concern) Maceo K. Sloan and Clifford Mpare.  The Manager       
and NCM also maintain research departments with professional staffs of          
portfolio managers and securities analysts who provide research services for    
the Fund as well as for other funds advised by the Manager or NCM.              

The Manager 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 the Manager's             
employees does not disadvantage any fund managed by the Manager.  Under the     
Policy, the Manager's employees must preclear personal transactions in          
securities not exempt under the Policy.  In addition, the Manager's             
employees must report their personal securities transactions and holdings,      
which are reviewed for compliance with the Policy.  In that regard, the         
Manager's portfolio managers and other investment personnel also are subject    
to the oversight of Mellon's Investment Ethics Committee.  The Manager's        
portfolio managers and other investment personnel who comply with the           
Policy's preclearance and disclosure procedures, and the requirements of the    
Committee, may be permitted to purchase, sell or hold securities which also     
may be or are held in fund(s) they manage or for which they otherwise           
provide investment advice.                                                      

All expenses incurred in the operation of the Fund are borne by the   
Fund, except to the extent specifically assumed by the Manager and/or NCM.      
The expenses borne by the Fund include:  taxes, interest, brokerage fees and    
commissions, if any, fees of Directors who are not officers, directors,         
employees or holders of 5% or more of the outstanding voting securities of      
the Manager or NCM, or any affiliate of the Manager or NCM, Securities and      
Exchange Commission fees, state Blue Sky qualification fees, advisory fees,     
charges of custodians, transfer and dividend disbursing agents' fees,           
certain insurance premiums, industry association fees, outside auditing and     
legal expenses, costs of maintaining the Fund's existence, costs of             
independent pricing services, costs attributable to investor services           
(including, without limitation, telephone and personnel expenses), cost of      
shareholders' reports and meetings, costs of preparing, printing and            
distributing prospectuses and statements of additional information, and any     
extraordinary expenses.                                                         

The Manager and NCM have agreed that if, in any fiscal year, the      
aggregate expenses of the Fund, exclusive of taxes, brokerage fees, interest    
and (with the prior written consent of the necessary state securities           
commissions) extraordinary expenses, but including the management fee,          
exceed the expense limitation of any state having jurisdiction over the         
Fund, the Fund may deduct from the fees to be paid to the Manager, or the       
Manager will bear, the excess expense.  For each fiscal year of the Fund,       
the Manager and NCM will pay or bear such excess on a pro rata basis in         
proportion to the relative fees otherwise payable to each pursuant to the       
Management Agreement and the Sub-Investment Advisory Agreement,                 
respectively. Such deduction or payment, if any, will be estimated daily,       
reconciled and effected or paid, as the case may be, on a monthly basis and     
will be limited to the amount of fees otherwise payable to the Manager and      
NCM under the respective agreement.                                             

The Manager maintains office facilities on behalf of the Fund, and    
furnishes statistical and research data, clerical help, accounting, data        
processing, bookkeeping and internal auditing and certain other required        
services to the Fund.  The Manager, from time to time, may make payments        
from its own assets to Participating Insurance Companies in connection with     
the provision of certain administrative services to the Fund and/or to          
purchasers of VA contracts or VLI policies.  The Manager also may make such     
advertising and promotional expenditures, using its own resources, as it        
from time to time deems appropriate.                                            

The Distributor.  The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor on a best efforts         
basis pursuant to an agreement which is renewable annually.                     

Transfer and Dividend Disbursing Agent and Custodian.  Dreyfus        
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the         
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's      
transfer and dividend disbursing agent.  Under a transfer agency agreement      
with the Fund, the Transfer Agent arranges for maintenance of shareholder       
account records for the Fund, the handling of certain communications between    
shareholders and the Fund and the payment of dividends and distributions        
payable by the Fund. For these services, the Transfer Agent receives a          
monthly fee computed on the basis of the number of shareholder accounts it      
maintains for the Fund during the month, and is reimbursed for certain out-     
of-pocket expenses.                                                             

Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,      
Pittsburgh, Pennsylvania 15258, acts as custodian of the Fund's investments.    
Under a custody agreement with the Fund, Mellon Bank, N.A. holds the Fund's     
securities and keeps all necessary accounts and records.  For its custody       
services, Mellon Bank, N.A. receives a monthly fee based on the market value    
of the Fund's assets held in custody and receives certain securities            
transaction charges.                                                            

SHAREHOLDER SERVICES PLAN                 

The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of       
the Manager, an amount not to exceed an annual rate of .25 of 1% of the         
value of the Fund's average daily net assets for certain allocated expenses     
with respect to servicing and/or maintaining shareholder accounts.              

A quarterly report of the amounts expended under the Shareholder      
Services Plan, and the purposes for which such expenditures were incurred,      
must be made to the Fund's Board for its review.  In addition, the              
Shareholder Services Plan provides that material amendments of the Plan must    
be approved by the Fund's Board, and by the Board members who are not           
"interested persons" (as defined in the Act) of the Fund and have no direct     
or indirect financial interest in the operation of the Shareholder Services     
Plan, by vote cast in person at a meeting called for the purpose of             
considering such amendments.  The Shareholder Services Plan is subject to       
annual approval by such vote of the Board members cast in person at a           
meeting called for the purpose of voting on the Plan.  The Shareholder          
Services Plan is terminable at any time by vote of a majority of the Board      
members who are not "interested persons" of the Fund and have no direct or      
indirect financial interest in the operation of the Shareholder Services        
Plan.                                                                           

For the fiscal year ended December 31, 1998, $4,500 was charged to the
Fund under the Shareholder Services Plan.                                       

HOW TO BUY SHARES                 

Fund shares currently are offered only to separate accounts of        
Participating Insurance Companies.  Individuals may not place purchase          
orders directly with the Fund.                                                  

 Separate accounts of the Participating Insurance Companies place orders
based on, among other things, the amount of premium payments to be invested     
pursuant to VA contracts and VLI policies.  See the prospectus of the           
separate account of the applicable Participating Insurance Company for more     
information on the purchase of Fund shares.  The Fund does not issue share      
certificates.                                                                   

Purchase orders from separate accounts based on premiums and          
transaction requests received by the Participating Insurance Company on a       
given business day in accordance with procedures established by the             
Participating Insurance Company will be effected at the Fund's net asset        
value determined on such business day if the orders are received by the Fund    
in proper form and in accordance with applicable requirements on the next       
business day and Federal Funds (monies of member banks within the Federal       
Reserve System which are held on deposit at a Federal Reserve Bank) in the      
net amount of such orders are received by the Fund on the next business day     
in accordance with applicable requirements.  It is each Participating           
Insurance Company's responsibility to properly transmit purchase orders and     
Federal Funds in accordance with applicable requirements.  VA contract          
holders and VLI policy holders should refer to the prospectus for their         
contracts or policies in this regard.                                           

Fund shares are sold on a continuous basis.  Net asset value per share
is determined as of the close of trading on the floor of the New York Stock     
Exchange (currently 4:00 p.m., New York time), on each day that the New York    
Stock Exchange is open for business.  For purposes of determining net asset     
value per share, options will be valued 15 minutes after the close of           
trading on the floor of the New York Stock Exchange.  Net asset value per       
share is computed by dividing the Fund's net assets (i.e., the value of its     
assets less liabilities) by the total number of shares outstanding.  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 Board of Directors.  For further information regarding the    
method employed in valuing Fund investments, see "Determination of Net Asset    
Value."                                                                         

HOW TO REDEEM SHARES                

 Fund shares may be redeemed at any time by the separate accounts of the
Participating Insurance Companies.  Individuals may not place redemption        
orders directly with the Fund.  Redemption requests received by the             
Participating Insurance Company from separate accounts on a given business      
day in accordance with procedures established by the Participating Insurance    
Company will be effected at the Fund's net asset value determined on such       
business day if the requests are received by the Fund in proper form and in     
accordance with applicable requirements on the next business day.  It is        
each Participating Insurance Company's responsibility to properly transmit      
redemption requests in accordance with applicable requirements.  VA contract    
holders and VLI policy holders should consult their Participating Insurance     
Company in this regard.  The value of the shares redeemed may be more or        
less than their original cost, depending on the Fund's then-current net         
asset value.  No charges are imposed by the Fund when shares are redeemed.      

The Fund ordinarily will make payment for all shares redeemed within  
seven days after receipt by the Transfer Agent of a redemption request in       
proper form, except as provided by the rules of the Securities and Exchange     
Commission.                                                                     

Should any conflict between VA contract holders and VLI policy holders
arise which would require that a substantial amount of net assets be            
withdrawn, orderly portfolio management could be disrupted to the potential     
detriment of such contract holders and policy holders.                          

 Redemption Commitment. The Fund has committed itself to pay in cash for
all redemption requests by any shareholder of record, limited in amount         
during any 90-day period to the lesser of $250,000 or 1% of the value of the    
Fund's net assets at the beginning of such period. Such commitment is           
irrevocable without the prior approval of the Securities and Exchange           
Commission and is a fundamental policy, which may not be changed without        
shareholder approval.  In the case of requests for redemption in excess of      
such amount, the Fund's Board reserves the right to make payments in whole      
or in part in securities (which may include non-marketable securities) or       
other assets of the Fund in case of an emergency or any time a cash             
distribution would impair the liquidity of the Fund to the detriment of the     
existing shareholders.  In this event, the securities would be valued in the    
same manner as the portfolio of the Fund.  If the recipient sold such           
securities, brokerage charges would be incurred.                                

Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock     
Exchange is closed (other than customary weekend and holiday closings), (b)     
when trading in the markets the Fund normally utilizes is restricted, or        
when an emergency exists as determined by the Securities and Exchange           
Commission so that disposal of the Fund's investments or determination of       
its net asset value is not reasonably practicable, or (c) for such other        
periods as the Securities and Exchange Commission by order may permit to        
protect the Fund's shareholders.                                                

DETERMINATION OF NET ASSET VALUE                

Valuation of Portfolio Securities. Portfolio securities, including    
warrants and covered call options written, are valued at the last sales         
price on the securities exchange on which the securities primarily are          
traded or at the last sales price on the national securities market.            
Securities not listed on an exchange or national securities market, or          
securities in which there were no transactions, are valued at the average of    
the most recently reported bid and asked prices.  Bid price is used when no     
asked price is available.  Market quotations of foreign securities in           
foreign currencies are translated into U.S. dollars at the prevailing rates     
of exchange.  Short-term investments are carried at amortized cost, which       
approximates value.  Any securities or other assets for which market            
quotations are not readily available are valued at fair value as determined     
in good faith by the Fund's Board.  The Fund's Board will review the method     
of valuation on a regular basis.  In making their good faith valuation, the     
Board will generally take the following into consideration: restricted          
securities which are, or are convertible into, securities of the same class     
of securities for which a public market exists usually will be valued at        
market value less the same percentage discount at which purchased.  This        
discount will be revised periodically by the Fund's Board if they believe       
that it no longer reflects the value of the restricted securities.              
Restricted securities not of the same class as securities for which a public    
market exists will usually be valued initially at cost.  Any subsequent         
adjustments from cost will be based upon considerations deemed relevant by      
the Fund's Board.  Expenses and fees, including the advisory fees, are          
accrued daily and taken into account for the purpose of determining the net     
asset value of Fund shares.                                                     

New York Stock Exchange Closings. The holidays (as observed) on which 
the New York Stock Exchange is closed currently are: New Year's Day, Martin     
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,                
Independence Day, Labor Day, Thanksgiving and Christmas.                        

DIVIDENDS, DISTRIBUTIONS AND TAXES                

Since its inception, the Fund has qualified as a "regulated investment
company" under Subchapter M of the Code.  The Fund intends to continue to so    
qualify if such qualification is in the best interests of the Participating     
Insurance Companies.  Qualification as a "regulated investment company"         
relieves the Fund of any liability for Federal income taxes to the extent       
its earnings are distributed in accordance with applicable provisions of the    
Code. The term "regulated investment company" does not imply the supervision    
of management or investment practices or policies by any government agency.     
The Fund may be subject to a non-deductible 4% excise tax, measured with        
respect to certain undistributed amounts of investment income and capital       
gains.  If the Fund does not qualify as a "regulated investment company," it    
will be subject to the general rules governing the federal income taxation      
of corporations under the Code.                                                 

Section 817(h) of the Code requires that the investments of a         
segregated asset account of an insurance company be "adequately diversified"    
as provided therein or in accordance with U.S. Treasury Regulations in order    
for the account to serve as the basis for VA contracts or VLI policies.  The    
Fund intends to comply with applicable requirements so that the Fund's          
investments are "adequately diversified" for this purpose.  Section 817(h)      
and the U.S. Treasury Regulations issued thereunder provide the manner in       
which a segregated asset account will treat investments in a regulated          
investment company for purposes of the diversification requirements.  If a      
Fund satisfies certain conditions, a segregated asset account owning shares     
of the Fund will be treated as owning multiple investments consisting of the    
account's proportionate share of each of the assets of the Fund.  The Fund      
intends to satisfy these conditions so that the shares of the Fund owned by     
a segregated asset account of a Participating Insurance Company will be         
treated as multiple investments.  If, however, the Fund is not "adequately      
diversified" within the meaning of Section 817(h) of the Code, the VA           
contracts and VLI policies supported by the Fund would not be treated as        
annuity or life insurance contracts, as the case may be, for any period (or     
subsequent period) during which the Fund is not "adequately diversified".       

Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gains and losses.  However, all or a portion of the       
gain or loss realized for the disposition of foreign currency, non-U.S.         
dollar denominated debt instruments, and certain financial futures and          
options, may be treated as ordinary income or loss under Section 988 of the     
Code.  In addition, all or a portion of the gain realized from the              
disposition of certain market discount bonds will be treated as ordinary        
income under Section 1276 of the Code.  Finally, all or a portion of the        
gain realized from engaging in "conversion transactions" may be treated as      
ordinary income under Section 1258 of the Code.  "Conversion transactions"      
are defined to include certain forward, futures, option and straddle            
transactions, transactions marketed or sold to produce capital gains, or        
transactions described in Treasury regulations to be issued in the future.      

Under Section 1256 of the Code, gain or loss realized by the Fund from
certain financial futures and options transactions will be treated as 60%       
long term capital gain or loss and 40% short term capital gain or loss.         
Gain or loss will arise upon the exercise or lapse of such futures and          
options as well as from closing transactions.  In addition, any such futures    
or options remaining unexercised at the end of the Fund's taxable year will     
be treated as sold for their then fair market value, resulting in additional    
gain or loss to the Fund characterized in the manner described above.           

Offsetting positions held by the Fund involving financial futures and 
options may constitute "straddles."  Straddles are defined to include           
"offsetting positions" in actively traded personal property.  The tax           
treatment of straddles is governed by Sections 1092 and 1258 of the Code,       
which, in certain circumstances, overrides or modifies the provisions of        
Sections 988 and 1256 of the Code.  As such, all or a portion of any short      
or long-term capital gain from certain "straddle" and/or conversion             
transactions may be recharacterized as to ordinary income.                      

If the Fund were treated as entering into straddles by reason of its  
futures or options transactions, such straddles could be characterized as       
"mixed straddles" if the futures or options transactions comprising such        
straddles were governed by Section 1256 of the Code.  The Fund may make one     
or more elections with respect to "mixed straddles."  Depending upon which      
elections made, if any, the results to the Fund may differ.  If no election     
is made, to the extent the straddle rules apply to positions established by     
the Fund, losses realized by the Fund will be deferred to the extent of         
unrealized gain in any offsetting positions.  Moreover, as a result of the      
straddle and conversion transaction rules, short term capital loss on           
straddle positions may be recharacterized as long term capital loss, and        
long term capital gain on "straddle positions" may be recharacterized as        
short term capital gain or ordinary income.                                     

The Taxpayer Relief Act of 1997 included constructive sale provisions 
that generally apply if the Fund either (1) holds an appreciated financial      
position with respect to stock, certain debt obligations, or partnership        
interests ("appreciated financial position") and enters into a short sale,      
futures or forward contract, or offsetting notional principal contract or       
other transaction described in Treasury regulations to be issued in the         
future (collectively, a "Contract") respecting the same or substantially        
identical property or (2) holds an appreciated financial position that is a     
Contract and then acquires property that is the same as, or substantially       
identical to, the underlying property.  In each instance, with certain          
exceptions, the Fund generally will be taxed as if the appreciated financial    
position were sold at its fair market value on the date the Fund enters into    
the financial position or acquires the property, respectively.  Transactions    
that are identified hedging or straddle transactions under other provisions     
of the Code can be subject to the constructive sale provisions.                 

Investment by the Fund in securities issued at a discount or providing
for deferred interest or for payment of interest in the form of additional      
obligations could, under special tax rules, affect the amount, timing and       
character of distributions to shareholders.  For example, the Fund could be     
required to take into account annually a portion of the discount (or deemed     
discount) at which such securities were issued and to distribute such           
portion in order to maintain its qualification as a regulated investment        
company.  In such case, the Fund may have to dispose of securities which it     
might otherwise have continued to hold in order to generate cash to satisfy     
these distribution requirements.                                                

 For more information concerning federal income tax consequences, Policy
owners should refer to the prospectus for their contracts or policies.          

PORTFOLIO TRANSACTIONS                

The Manager assumes general supervision over placing orders on behalf 
of the Fund for the purchase or sale of portfolio securities.  Allocation of    
brokerage transactions, including their frequency, is made in the best          
judgment of the Manager and in a manner deemed fair and reasonable to           
shareholders, rather than by any formula.  The primary consideration in all     
portfolio securities transactions is prompt execution of orders at the most     
favorable net price.  When this primary consideration is met to the             
satisfaction of the Manager, brokers may also be selected based on their        
sales of shares of other funds advised by the Manager or its affiliates, or     
NCM, as well as their ability to handle special executions such as are          
involved in large block trades or broad distributions.  Large block trades      
may, in certain cases, result from two or more funds advised or administered    
by the Manager being engaged simultaneously in the purchase or sale of the      
same security.  Subject to the primary consideration, particular brokers        
selected may also include those who supplement the Manager's and NCM's          
research facilities with statistical data, investment information, economic     
facts and opinions; sales of Fund shares by a broker may be taken into          
consideration.  Information so received is in addition to and not in lieu of    
services required to be performed by the Manager and NCM and their fees are     
not reduced as a consequence of the receipt of such supplemental                
information.  Such information may be useful to the Manager in serving both     
the Fund and other funds which it advises and to NCM in serving both the        
Fund and the other accounts it manages, and, conversely, supplemental           
information obtained by the placement of business of other clients may be       
useful to the Manager and NCM in carrying out their obligations to the Fund.    
The overall reasonableness of brokerage commissions paid is evaluated by the    
Manager based upon its knowledge of available information as to the general     
level of commissions paid by other institutional investors for comparable       
services. When transactions are executed in the over-the-counter market, the    
Fund will deal with the primary market makers unless a more favorable price     
or execution is otherwise obtainable.  Although it is not possible to place     
a dollar value on the research services received from brokers who effect        
transactions in portfolio securities, it is the opinion of the Manager that     
these services should not reduce the overall expenses of its research           
department.                                                                     

 The Fund contemplates that, consistent with the policy of obtaining the
most favorable net price, brokerage transactions may be conducted through       
the Manager or its affiliates.  The Fund's Board has adopted procedures in      
conformity with Rule 17e-1 under the Act to ensure that all brokerage           
commissions paid to the Manager or its affiliates are reasonable and fair.      

For its portfolio securities transactions for the fiscal years ended  
December 31, 1996, 1997 and 1998, the Fund paid total brokerage commissions     
of $193,281, $280,682 and $517,419, respectively, none of which was paid to     
the Distributor.  For the fiscal year ended December 31, 1997 there were no     
spreads or concessions on principal transactions.  For the fiscal years         
ended December 31, 1996, and 1998, concessions on principal transactions        
totaled $5,950 and $36,937, respectively.                                       

The Fund's portfolio turnover rates (exclusive of U.S. Government     
securities and short-term investments) for the fiscal years ended December      
31, 1997 and 1998 were 58.50% and 67.60%, respectively.  The Fund will not      
seek to realize profits by anticipating short-term market movements.  The       
annual portfolio turnover rate indicates the rate of change in the Fund's       
portfolio; for instance, a rate of 100% would result if all the securities      
in the portfolio at the beginning of an annual period had been replaced by      
the end of the period.  While the rate of portfolio turnover will not be a      
limiting factor when management deems changes appropriate, it is anticipated    
that, in view of the Fund's investment objectives, its annual turnover rate     
generally should not exceed 100%.  When extraordinary market conditions         
prevail, a higher turnover rate and increased brokerage expenses may be         
expected.                                                                       

The aggregate amount of transactions during the last fiscal year in   
securities effected on an agency basis through a broker for, among other        
things, research services, and the commissions and concessions related to       
such transactions were as follows:                                              

Transaction              Commissions and          
Amount                   Concessions              

$120,317,882             $106,926                 

PERFORMANCE INFORMATION                 

Performance figures for the Fund will not reflect the separate charges
applicable to the Policies offered by Participating Insurance Companies.        

The Fund's average annual total return for the 1, 5 and 5.24 year     
periods ended December 31, 1998 was 29.38%, 22.43% and 23.01%, respectively.    
Average annual total return of the Fund is calculated by determining the        
ending redeemable value of an investment purchased with a hypothetical          
$1,000 payment made at the beginning of the period (assuming the                
reinvestment of dividends and distributions), dividing by the amount of the     
initial investment, taking the "n"th root of the quotient (where "n" is the     
number of years in the period) and subtracting 1 from the result.               

 The Fund's total return for the period October 7, 1993 (commencement of
operations) to December 31, 1998 was 195.34%.  Total return is calculated by    
subtracting the amount of the Fund's net asset value per share at the           
beginning of a stated period from the net asset value per share at the end      
of the period (after giving effect to the reinvestment of dividends and         
distributions during the period), and dividing the result by the net asset      
value per share at the beginning of the period.                                 

Performance will vary from time to time and past results are not      
necessarily representative of future results.  Investors should remember        
that performance is a function of portfolio management in selecting the type    
and quality of portfolio securities and is affected by operating expenses.      
Performance information, such as that described above, may not provide a        
basis for comparison with other investments or other investment companies       
using a different method of calculating performance.  The effective yield       
and total return for the Fund should be distinguished from the rate of          
return of a corresponding sub-account or investment division of a separate      
account of a Participating Insurance Company, which rate will reflect the       
deduction of additional charges, including mortality and expense risk           
charges, and will therefore be lower.  VA contract holders and VLI policy       
holders should consult the prospectus for such contract or policy.              

 Calculations of the Fund's performance information may reflect absorbed
expenses pursuant to any undertaking that may be in effect.  Comparative        
performance information may be used from time to time in advertising or         
marketing the Fund's shares, including data from Lipper Analytical Services,    
Inc., Dow Jones Industrial Average, Standard & Poor's 500 Composite Stock       
Price Index, The VARDSsm Report, IBC/Donoghue's Money Fund Report, Financial    
Planning Magazine, Money Magazine, Morningstar, Inc. Bank Rate Monitor, N.      
Palm Beach, Fla. 33408 or other industry publications.                          

From time to time, advertising material for the Fund also may include 
biographical information relating to its portfolio managers and may refer to    
or include commentary by the portfolio managers relating to investment          
strategy, asset growth, current or past business, political, economic or        
financial conditions and other matters of general interest to investors.        

INFORMATION ABOUT THE FUND                

Each share has one vote and, when issued and paid for in accordance   
with the terms of the offering, is fully paid and non-assessable.  Shares of    
stock are of one class and have equal rights as to voting, redemption,          
dividends, and in liquidation. Shares have no preemptive, subscription or       
conversion rights and are freely transferable.                                  

 The Fund currently permits investors to invest in only one portfolio of
securities.  The Fund expects that it may in the future, create one or more     
additional portfolios of securities, each with a different investment           
objective.                                                                      

Unless otherwise required by the Act, ordinarily it will not be       
necessary for the Fund to hold annual meetings of shareholders.  As a           
result, Fund shareholders may not consider each year the election of            
Directors or the appointment of auditors.  However, pursuant to the Fund's      
By-Laws, the holders of at least 10% of the shares outstanding and entitled     
to vote may require the Fund to hold a special meeting of shareholders for      
the purpose of removing a Director from office and the holders of at least      
25% of such shares may require the Fund to hold a special meeting of            
shareholders for any other purpose.  Fund shareholders may remove a Director    
by the affirmative vote of a majority of the Fund's outstanding voting          
shares.  In addition, the Board of Directors will call a meeting of             
shareholders for the purpose of electing Directors if, at any time, less        
than a majority of the Directors holding office at the time were elected by     
shareholders.                                                                   

The Fund sends annual and semi-annual financial statements to all its 
shareholders.                                                                   

COUNSEL AND INDEPENDENT AUDITORS    

Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York     
10103, as counsel for the Fund, has rendered its opinion as to certain legal    
matters in connection with the shares of capital stock being sold pursuant      
to the Fund's Prospectus to which this Statement of Additional Information      
relates.                                                                        

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,      
independent auditors, have been selected as independent auditors of the         
Fund.  The auditors examine the Fund's financial statements and provide         
other audit, tax and related services.                                          

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.    

PART C. OTHER INFORMATION   
     ___________________________

Item 23.  Exhibits                                                              
_______   _____________________________________________________                 

(a)      Registrant's Articles of Incorporation and Articles of Amendment     
    are incorporated by reference to Exhibit (1) of the Registration
      Statement on Form N-1A, filed on July 21, 1992, and Exhibit (1) of
  Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on October 7, 1992.                        

(b)      Registrant's By-Laws are incorporated by reference to Exhibit (2)    
     of Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on October 7, 1992.                        

(d)      Management Agreement and Amended and Restated Sub-Investment         
      Advisory Agreement are incorporated by reference to Exhibit (5)(a)
      of Post-Effective Amendment No. 2 to the Registration Statement on
 Form N-1A, filed on March 1, 1995 and Exhibit (5)(b) of Post-
   Effective Amendment No. 3 to the Registration Statement on Form
N-1A, filed on April 25, 1996.                              

(e)      Distribution Agreement is incorporated by reference to Exhibit (6)   
      of Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A, filed on March 1, 1995.                          

(g)      Custody Agreement and Sub-Custodian Agreement are incorporated by    
    reference to Exhibits (8)(a) and (b) of Post-Effective Amendment
    No. 6 to the Registration Statement on Form N-1A, filed on April
22, 1997.                                                   

(h)      Shareholder Services Plan is incorporated by reference to Exhibit    
(9) of Post-Effective Amendment No. 2 to the Registration   
Statement on Form   N-1A, filed on March 1, 1995.           

(i)      Opinion and consent of Registrant's counsel is incorporated by       
     reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
  Registration Statement on Form N-1A, filed on October 7, 1992.

(j)      Consent of Independent Auditors.                                     

(m)      Financial Data Schedule.                                             

Item 23.  Exhibits - List (continued)                                           
_______   _____________________________________________________                 

Other Exhibits                                              
______________                                              

          (a)  Power of Attorney is incorporated by reference to Other
             Exhibits (a) of Post Effective Amendment No. 8 to the
              Registration Statement on Form N-1A, filed on March 1,
1999.                                   

        (b)  Certificate of Assistant Secretary is incorporated by
         reference to Other Exhibits (b) of Post-Effective
                Amendment No. 8 to the Registration Statement on Form N-
1A, filed on March 1, 1999.             

Item 24.  Persons Controlled by or under Common Control with Registrant.        
_______   ______________________________________________________________        

Not Applicable                                              

Item 25.  Indemnification                                                       
_______   _______________                                                       

     The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,    
    underwriter or affiliated person of the Registrant is insured or
indemnified in any manner against any liability which may be
   incurred in such capacity, other than insurance provided by any
     director, officer, affiliated person or underwriter for their own
protection, is incorporated by reference to Item 27 of      
  Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A, filed on February 24, 1993.                      

           Reference is also made to the Distribution Agreement filed as
     Exhibit (6) of Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A, filed on March 1, 1995.             

Item 26.    Business and Other Connections of Investment Adviser.               
_______     ____________________________________________________                

(a)  Manager - The Dreyfus Corporation                  
________________________________________________        

  The Dreyfus Corporation ("Dreyfus") and subsidiary
 companies comprise a financial service organization whose
      business consists primarily of providing investment management
       services as the investment adviser, manager and distributor for
      sponsored investment companies registered under the Investment
Company Act of 1940 and as an investment adviser to     
      institutional and individual accounts.  Dreyfus also serves as
sub-investment adviser to and/or administrator of other 
    investment companies. Dreyfus Service Corporation, a wholly-
     owned subsidiary of Dreyfus, serves primarily as a registered
    broker-dealer of shares of investment companies sponsored by
    Dreyfus and of other investment companies  for which Dreyfus
acts as investment adviser, sub-investment adviser or   
      administrator.  Dreyfus Management, Inc., another wholly-owned
      subsidiary, provides investment management services to various
pension plans, institutions and individuals.            

                                                        [Enlarge/Download Table]

ITEM 26.  Business and Other Connections of Investment Adviser (continued)                                                        

          Officers and Directors of Investment Adviser                                                                            

                                                                                                                                  
Name and Position                                                                                                                 
With Dreyfus                     Other Businesses                               Position Held                    Dates            

Christopher M. Condron           Franklin Portfolio Associates, LLC*            Director                         1/97 - Present   
Chairman of the Board and                                                                                                         
Chief Executive Officer                                                                                                           
                                 TBCAM Holdings, Inc.*                          Director                         10/97 - Present  
                                                                                President                        10/97 - 6/98     
                                                                                Chairman                         10/97 - 6/98     

                                 The Boston Company                             Director                         1/98 - Present   
                                 Asset Management, LLC*                         Chairman                         1/98 - 6/98      
                                                                                President                        1/98 - 6/98      

                                 The Boston Company                             President                        9/95 - 1/98      
                                 Asset Management, Inc.*                        Chairman                         4/95 - 1/98      

                                 Pareto Partners                                Partner Representative           11/95 - 5/97     
                                 271 Regent Street                                                                                
                                 London, England W1R 8PP                                                                          

                                 Franklin Portfolio Holdings, Inc.*             Director                         1/97 - Present   

                                 Certus Asset Advisors Corp.**                  Director                         6/95 -Present    

                                 Mellon Capital Management                      Director                         5/95 -Present    
                                 Corporation***                                                                                   

                                 Mellon Bond Associates, LLP+                   Executive Committee              1/98 - Present   
                                                                                Member                                            

                                 Mellon Bond Associates+                        Trustee                          5/95 -1/98       

                                 Mellon Equity Associates, LLP+                 Executive Committee              1/98 - Present   
                                                                                Member                                            

                                 Mellon Equity Associates+                      Trustee                          5/95 - 1/98      

                                 Boston Safe Advisors, Inc.*                    Director                         5/95 - Present   
                                                                                President                        5/95 - Present   

                                 Mellon Bank, N.A. +                            Director                         1/99 - Present   
                                                                                Chief Operating Officer          3/98 - Present   
                                                                                President                        3/98 - Present   
                                                                                Vice Chairman                    11/94 - 3/98     

                                 Mellon Bank Corporation+                       Chief Operating Officer          1/99 - Present   
                                                                                President                        1/99 - Present   
                                                                                Director                         1/98 - Present   
                                                                                Vice Chairman                    11/94 - 1/99     

Christopher M. Condron           The Boston Company, Inc.*                      Vice Chairman                    1/94 - Present   
Chairman and Chief                                                              Director                         5/93 - Present   
Executive Officer                                                                                                                 
(Continued)                      Laurel Capital Advisors, LLP+                  Exec. Committee                  1/98 - 8/98      
                                                                                Member                                            

                                 Laurel Capital Advisors+                       Trustee                          10/93 - 1/98     

                                 Boston Safe Deposit and Trust                  Director                         5/93 -Present    
                                 Company*                                                                                         

                                 The Boston Company Financial                   President                        6/89 - Present   
                                 Strategies, Inc. *                             Director                         6/89 - Present   

Mandell L. Berman                Self-Employed                                  Real Estate Consultant,          11/74 -   Present
Director                         29100 Northwestern Highway                     Residential Builder and                           
                                 Suite 370                                      Private Investor                                  
                                 Southfield, MI 48034                                                                             

Burton C. Borgelt                DeVlieg Bullard, Inc.                          Director                         1/93 - Present   
Director                         1 Gorham Island                                                                                  
                                 Westport, CT 06880                                                                               

                                 Mellon Bank Corporation+                       Director                         6/91 - Present   

                                 Mellon Bank, N.A. +                            Director                         6/91 - Present   

                                 Dentsply International, Inc.                   Director                         2/81 - Present   
                                 570 West College Avenue                                                                          
                                 York, PA                                                                                         

                                 Quill Corporation                              Director                         3/93 - Present   
                                 Lincolnshire, IL                                                                                 

Stephen E. Canter                Dreyfus Investment                             Chairman of the Board            1/97 - Present   
President, Chief Operating       Advisors, Inc.++                               Director                         5/95 - Present   
Officer, Chief Investment                                                       President                        5/95 - Present   
Officer, and Director                                                                                                             
                                 Newton Management Limited                      Director                         2/99 - Present   
                                 London, England                                                                                  

                                 Mellon Bond Associates, LLP+                   Executive Committee              1/99 - Present   
                                                                                Member                                            

                                 Mellon Equity Associates, LLP+                 Executive Committee              1/99 - Present   
                                                                                Member                                            

                                 Franklin Portfolio Associates, LLC*            Director                         2/99 - Present   

                                 Franklin Portfolio Holdings, Inc.*             Director                         2/99 - Present   

                                 The Boston Company Asset                       Director                         2/99 - Present   
                                 Management, LLC*                                                                                 

                                 TBCAM Holdings, Inc.*                          Director                         2/99 - Present   

                                 Mellon Capital Management                      Director                         1/99 - Present   
                                 Corporation***                                                                                   

Stephen E. Canter                Founders Asset Management, LLC                 Member, Board of                 12/97 - Present  
President, Chief Operating       2930 East Third Ave.                           Managers                                          
Officer, Chief Investment        Denver, CO 80206                               Acting Chief Executive           7/98 - 12/98     
Officer, and Director                                                           Officer                                           
(Continued)                                                                                                                       
                                 The Dreyfus Trust Company+++                   Director                         6/ 95 - Present  

Thomas F. Eggers                 Dreyfus Service Corporation++                  Executive Vice President         4/96 - Present   
Vice Chairman - Institutional                                                   Director                         9/96 - Present   
and Director                                                                                                                      
                                 Founders Asset Management, LLC                 Member, Board of                 2/99 - Present   
                                 2930 East Third Avenue                         Managers                                          
                                 Denver, CO 80206                                                                                 

Steven G. Elliott                Mellon Bank Corporation+                       Senior Vice Chairman             1/99 - Present   
Director                                                                        Chief Financial Officer          1/90 - Present   
                                                                                Vice Chairman                    6/92 - 1/99      
                                                                                Treasurer                        1/90 - 5/98      

                                 Mellon Bank, N.A.+                             Senior Vice Chairman             3/98 - Present   
                                                                                Vice Chairman                    6/92 - 3/98      
                                                                                Chief Financial Officer          1/90 - Present   

                                 Mellon EFT Services Corporation                Director                         10/98 - Present  
                                 Mellon Bank Center, 8th Floor                                                                    
                                 1735 Market Street                                                                               
                                 Philadelphia, PA 19103                                                                           

                                 Mellon Financial Services                      Director                         1/96 - Present   
                                 Corporation #1                                 Vice President                   1/96 - Present   
                                 Mellon Bank Center, 8th Floor                                                                    
                                 1735 Market Street                                                                               
                                 Philadelphia, PA 19103                                                                           

                                 Boston Group Holdings, Inc.*                   Vice President                   5/93 - Present   

                                 APT Holdings Corporation                       Treasurer                        12/87 - Present  
                                 Pike Creek Operations Center                                                                     
                                 4500 New Linden Hill Road                                                                        
                                 Wilmington, DE 19808                                                                             

                                 Allomon Corporation                            Director                         12/87 - Present  
                                 Two Mellon Bank Center                                                                           
                                 Pittsburgh, PA 15259                                                                             

                                 Collection Services Corporation                Controller                       10/90 - 2/99     
                                 500 Grant Street                               Director                         9/88 - 2/99      
                                 Pittsburgh, PA 15258                           Vice President                   9/88 - 2/99      
                                                                                Treasurer                        9/88 - 2/99      

                                 Mellon Financial Company+                      Principal Exec. Officer          1/88 - Present   
                                                                                Chief Financial Officer          8/87 - Present   
                                                                                Director                         8/87 - Present   
                                                                                President                        8/87 - Present   

                                 Mellon Overseas Investments                    Director                         4/88 - Present   
                                 Corporation+                                   Chairman                         7/89 - 11/97     
                                                                                President                        4/88 - 11/97     
                                                                                Chief Executive Officer          4/88 - 11/97     

                                 Mellon International Investment                Director                         9/89 - 8/97      
                                 Corporation+                                                                                     

Steven G. Elliott                Mellon Financial Services                      Treasurer                        12/87 - Present  
Director (Continued)             Corporation # 5+                                                                                 

                                 Mellon Financial Markets, Inc.+                Director                         1/99 - Present   

                                 Mellon Financial Services                      Director                         1/99 - Present   
                                 Corporation #17                                                                                  
                                 Fort Lee, NJ                                                                                     

                                 Mellon Mortgage Company                        Director                         1/99 - Present   
                                 Houston, TX                                                                                      

                                 Mellon Ventures, Inc. +                        Director                         1/99 - Present   

Lawrence S. Kash                 Dreyfus Investment                             Director                         4/97 - Present   
Vice Chairman                    Advisors, Inc.++                                                                                 
And Director                                                                                                                      
                                 Dreyfus Brokerage Services, Inc.               Chairman                         11/97 - Present  
                                 401 North Maple Ave.                           Chief Executive Officer          11/97 - Present  
                                 Beverly Hills, CA                                                                                

                                 Dreyfus Service Corporation++                  Director                         1/95 - 2/99      
                                                                                President                        9/96 - 3/99      

                                 Dreyfus Precious Metals, Inc.++ +              Director                         3/96 - 12/98     
                                                                                President                        10/96 - 12/98    

                                 Dreyfus Service                                Director                         12/94 - Present  
                                 Organization, Inc.++                           President                        1/97 -  Present  

                                 Seven Six Seven Agency, Inc. ++                Director                         1/97 - Present   

                                 Dreyfus Insurance Agency of                    Chairman                         5/97 - Present   
                                 Massachusetts, Inc.++++                        President                        5/97 - Present   
                                                                                Director                         5/97 - Present   

                                 The Dreyfus Trust Company+++                   Chairman                         1/97 - 1/99      
                                                                                President                        2/97 - 1/99      
                                                                                Chief Executive Officer          2/97 - 1/99      
                                                                                Director                         12/94 - Present  

                                 The Dreyfus Consumer Credit                    Chairman                         5/97 - Present   
                                 Corporation++                                  President                        5/97 - Present   
                                                                                Director                         12/94 - Present  

                                 Founders Asset Management, LLC                 Member, Board of                 12/97 - Present  
                                 2930 East Third Avenue                         Managers                                          
                                 Denver, CO. 80206                                                                                

                                 The Boston Company Advisors,                   Chairman                         12/95 - Present  
                                 Inc.                                           Chief Executive Officer          12/95 - Present  
                                 Wilmington, DE                                 President                        12/95 - Present  

                                 The Boston Company, Inc.*                      Director                         5/93 - Present   
                                                                                President                        5/93 - Present   

                                 Mellon Bank, N.A.+                             Executive Vice President         6/92 - Present   

                                 Laurel Capital Advisors, LLP+                  Chairman                         1/98 - 8/98      
                                                                                Executive Committee              1/98 - 8/98      
                                                                                Member                                            
                                                                                Chief Executive Officer          1/98 - 8/98      
                                                                                President                        1/98 - 8/98      

Lawrence S. Kash                 Laurel Capital Advisors, Inc. +                Trustee                          12/91 - 1/98     
Vice Chairman                                                                   Chairman                         9/93 - 1/98      
And Director (Continued)                                                        President and CEO                12/91 - 1/98     

                                 Boston Group Holdings, Inc.*                   Director                         5/93 - Present   
                                                                                President                        5/93 - Present   

Martin G. McGuinn                Mellon Bank Corporation+                       Chairman                         1/99 - Present   
Director                                                                        Chief Executive Officer          1/99 - Present   
                                                                                Director                         1/98 - Present   
                                                                                Vice Chairman                    1/90 - 1/99      

                                 Mellon Bank, N. A. +                           Chairman                         3/98 - Present   
                                                                                Chief Executive Officer          3/98 - Present   
                                                                                Director                         1/98 - Present   
                                                                                Vice Chairman                    1/90 - 3/98      

                                 Mellon Leasing Corporation+                    Vice Chairman                    12/96 - Present  

                                 Mellon Bank (DE) National                      Director                         4/89 - 12/98     
                                 Association                                                                                      
                                 Wilmington, DE                                                                                   

                                 Mellon Bank (MD) National                      Director                         1/96 - 4/98      
                                 Association                                                                                      
                                 Rockville, Maryland                                                                              

                                 Mellon Financial                               Vice President                   9/86  - 10/97    
                                 Corporation (MD)                                                                                 
                                 Rockville, Maryland                                                                              

J. David Officer                 Dreyfus Service Corporation++                  Executive Vice President         5/98 - Present   
Vice Chairman                                                                   Director                         3/99 - Present   
And Director                                                                                                                      
                                 Dreyfus Insurance Agency of                    Director                         5/98 - Present   
                                 Massachusetts, Inc.++++                                                                          

                                 Seven Six Seven Agency, Inc.++                 Director                         10/98 - Present  

                                 Mellon Residential Funding Corp. +             Director                         4/97 - Present   

                                 Mellon Trust of Florida, N.A.                  Director                         8/97 - Present   
                                 2875 Northeast 191st Street                                                                      
                                 North Miami Beach, FL 33180                                                                      

                                 Mellon Bank, NA+                               Executive Vice President         7/96 - Present   

                                 The Boston Company, Inc.*                      Vice Chairman                    1/97 - Present   
                                                                                Director                         7/96 - Present   

                                 Mellon Preferred Capital                       Director                         11/96 - Present  
                                 Corporation*                                                                                     

                                 RECO, Inc.*                                    President                        11/96 - Present  
                                                                                Director                         11/96 - Present  

                                 The Boston Company Financial                   President                        8/96 - Present   
                                 Services, Inc.*                                Director                         8/96 - Present   

                                 Boston Safe Deposit and Trust                  Director                         7/96 - Present   
                                 Company*                                       President                        7/96 - 1/99      

J. David Officer                 Mellon Trust of New York                       Director                         6/96 - Present   
Vice Chairman and                1301 Avenue of the Americas                                                                      
Director (Continued)             New York, NY 10019                                                                               

                                 Mellon Trust of California                     Director                         6/96 - Present   
                                 400 South Hope Street                                                                            
                                 Suite 400                                                                                        
                                 Los Angeles, CA 90071                                                                            

                                 Mellon Bank, N.A.+                             Executive Vice President         2/94 - Present   

                                 Mellon United National Bank                    Director                         3/98 - Present   
                                 1399 SW 1st Ave., Suite 400                                                                      
                                 Miami, Florida                                                                                   

                                 Boston Group Holdings, Inc.*                   Director                         12/97 - Present  

                                 Dreyfus Financial Services Corp. +             Director                         9/96 - Present   

                                 Dreyfus Investment Services                    Director                         4/96 - Present   
                                 Corporation+                                                                                     

Richard W. Sabo                  Founders Asset Management LLC                  President                        12/98 - Present  
Director                         2930 East Third Avenue                         Chief Executive Officer          12/98 - Present  
                                 Denver, CO. 80206                                                                                

                                 Prudential Securities                          Senior Vice President            07/91 - 11/98    
                                 New York, NY                                   Regional Director                07/91 - 11/98    

Richard F. Syron                 American Stock Exchange                        Chairman                         4/94 - Present   
Director                         86 Trinity Place                               Chief Executive Officer          4/94 - Present   
                                 New York, NY 10006                                                                               

Ronald P. O'Hanley               Franklin Portfolio Holdings, Inc.*             Director                         3/97 - Present   
Vice Chairman                                                                                                                     
                                 TBCAM Holdings, Inc.*                          Chairman                         6/98 - Present   
                                                                                Director                         10/97 - Present  

                                 The Boston Company Asset                       Chairman                         6/98 - Present   
                                 Management, LLC*                               Director                         1/98 - 6/98      

                                 The Boston Company Asset                       Director                         2/97 - 12/97     
                                 Management, Inc. *                                                                               

                                 Boston Safe Advisors, Inc.*                    Chairman                         6/97 - Present   
                                                                                Director                         2/97 - Present   

                                 Pareto Partners                                Partner Representative           5/97 - Present   
                                 271 Regent Street                                                                                
                                 London, England W1R 8PP                                                                          

                                 Mellon Capital Management                      Director                         5/97 -Present    
                                 Corporation***                                                                                   

                                 Certus Asset Advisors Corp.**                  Director                         2/97 - Present   

                                 Mellon Bond Associates+                        Trustee                          2/97 - Present   
                                                                                Chairman                         2/97 - Present   

                                 Mellon Equity Associates+                      Trustee                          2/97 - Present   
                                                                                Chairman                         2/97 - Present   

                                 Mellon-France Corporation+                     Director                         3/97 - Present   

Ronald P. O'Hanley               Laurel Capital Advisors+                       Trustee                          3/97 - Present   
Vice Chairman (Continued)                                                                                                         

Mark N. Jacobs                   Dreyfus Investment                             Director                         4/97 - Present   
General Counsel,                 Advisors, Inc.++                               Secretary                        10/77 - 7/98     
Vice President, and                                                                                                               
Secretary                        The Dreyfus Trust Company+++                   Director                         3/96 - Present   

                                 The TruePenny Corporation++                    President                        10/98 - Present  
                                                                                Director                         3/96 - Present   

                                 Dreyfus Service                                Director                         3/97 - Present   
                                 Organization, Inc.++                                                                             

William H. Maresca               The Dreyfus Trust Company+++                   Director                         3/97 - Present   
Controller                                                                                                                        
                                 Dreyfus Service Corporation++                  Chief Financial Officer          12/98 - Present  

                                 Dreyfus Consumer Credit Corp. ++               Treasurer                        10/98 -Present   

                                 Dreyfus Investment                             Treasurer                        10/98 - Present  
                                 Advisors, Inc. ++                                                                                

                                 Dreyfus-Lincoln, Inc.                          Vice President                   10/98 - Present  
                                 4500 New Linden Hill Road                                                                        
                                 Wilmington, DE 19808                                                                             

                                 The TruePenny Corporation++                    Vice President                   10/98 - Present  

                                 Dreyfus Precious Metals, Inc. +++              Treasurer                        10/98 - 12/98    

                                 The Trotwood Corporation++                     Vice President                   10/98 - Present  

                                 Trotwood Hunters Corporation++                 Vice President                   10/98 - Present  

                                 Trotwood Hunters Site A Corp. ++               Vice President                   10/98 - Present  

                                 Dreyfus Transfer, Inc.                         Chief Financial Officer          5/98 - Present   
                                 One American Express Plaza,                                                                      
                                 Providence, RI 02903                                                                             

                                 Dreyfus Service                                Assistant  Treasurer             3/93 - Present   
                                 Organization, Inc.++                                                                             

                                 Dreyfus Insurance Agency of                    Assistant Treasurer              5/98 - Present   
                                 Massachusetts, Inc.++++                                                                          

William T. Sandalls, Jr.         Dreyfus Transfer, Inc.                         Chairman                         2/97 - Present   
Executive Vice President         One American Express Plaza,                                                                      
                                 Providence, RI 02903                                                                             

                                 Dreyfus Service Corporation++                  Director                         1/96 - Present   
                                                                                Executive Vice President         2/97 - Present   
                                                                                Chief Financial Officer          2/97-12/98       

                                 Dreyfus Investment                             Director                         1/96 - Present   
                                 Advisors, Inc.++                               Treasurer                        1/96 - 10/98     

William T. Sandalls, Jr.         Dreyfus-Lincoln, Inc.                          Director                         12/96 - Present  
Executive Vice President         4500 New Linden Hill Road                      President                        1/97 - Present   
(Continued)                      Wilmington, DE 19808                                                                             

                                 Seven Six Seven Agency, Inc.++                 Director                         1/96 - 10/98     
                                                                                Treasurer                        10/96 - 10/98    

                                 The Dreyfus Consumer                           Director                         1/96 - Present   
                                 Credit Corp.++                                 Vice President                   1/96 - Present   
                                                                                Treasurer                        1/97 - 10/98     

                                 Dreyfus Partnership                            President                        1/97 - 6/97      
                                 Management, Inc.++                             Director                         1/96 - 6/97      

                                 Dreyfus Service Organization,                  Director                         1/96 - 6/97      
                                 Inc.++                                         Executive Vice President         1/96 - 6/97      
                                                                                Treasurer                        10/96- Present   

                                 Dreyfus Insurance Agency of                    Director                         5/97 - Present   
                                 Massachusetts, Inc.++++                        Treasurer                        5/97- Present    
                                                                                Executive Vice President         5/97 - Present   

Diane P. Durnin                  Dreyfus Service Corporation++                  Senior Vice President -          5/95 - 3/99      
Vice President - Product                                                        Marketing and Advertising                         
Development                                                                     Division                                          

Patrice M. Kozlowski             None                                                                                             
Vice President - Corporate                                                                                                        
Communications                                                                                                                    

Mary Beth Leibig                 None                                                                                             
Vice President -                                                                                                                  
Human Resources                                                                                                                   

Theodore A. Schachar             Dreyfus Service Corporation++                  Vice President -Tax              10/96 - Present  
Vice President - Tax                                                                                                              
                                 Dreyfus Investment Advisors, Inc.++            Vice President - Tax             10/96 - Present  

                                 Dreyfus Precious Metals, Inc. +++              Vice President - Tax             10/96 - 12/98    

                                 Dreyfus Service Organization, Inc.++           Vice President - Tax             10/96 - Present  

Wendy Strutt                     None                                                                                             
Vice President                                                                                                                    

Richard Terres                   None                                                                                             
Vice President                                                                                                                    

Andrew S. Wasser                 Mellon Bank Corporation+                       Vice President                   1/95 - Present   
Vice-President -                                                                                                                  
Information Systems                                                                                                               

James Bitetto                    The TruePenny Corporation++                    Secretary                        9/98 - Present   
Assistant Secretary                                                                                                               
                                 Dreyfus Service Corporation++                  Assistant Secretary              8/98 - Present   

                                 Dreyfus Investment                             Assistant Secretary              7/98 - Present   
                                 Advisors, Inc.++                                                                                 

                                 Dreyfus Service                                Assistant Secretary              7/98 - Present   
                                 Organization, Inc.++                                                                             

Steven F. Newman                 Dreyfus Transfer, Inc.                         Vice President                   2/97 - Present   
Assistant Secretary              One American Express Plaza                     Director                         2/97 - Present   
                                 Providence, RI 02903                           Secretary                        2/97 - Present   

                                 Dreyfus Service                                Secretary                        7/98 - Present   
                                 Organization, Inc.++                           Assistant Secretary              5/98 - 7/98      

_______________________________                                                                                                   
*    The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.                                  
**   The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.                     
***  The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.                  
+    The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.                          
++   The address of the business so indicated is 200 Park Avenue, New York, New York 10166.                                       
+++  The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.                     
++++ The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109.                                    

Item 26.  Business and Other Connections of Investment Adviser (continued)      

(b) Sub-Investment Adviser - NCM Capital Management Group, Inc.:      

NCM Capital Management Group, Inc. ("NCM"), a privately held
         corporation with principal place of business at 103 West Main Street,
          Durham, North Carolina 27705, is a registered investment adviser under
      the Investment Advisers Act of 1940.  The business of NCM consists
          primarily of providing investment counseling services to institutional
investors.                                                  

Officers and Directors of Sub-Investment Adviser    

Name and Position with NCM              Other Businesses                        

MACEO K. SLOAN, CFA, FLMI     Chairman, President and Chief Executive           
Chairman, President and       Officer:                                          
Chief Executive Officer            Sloan Financial Group, Inc.                  
          103 West Main Street
                    Durham, North Carolina  27705;
Chairman:           
               New Africa Advisers, Inc.
          103 West Main Street
                    Durham, North Carolina  27705;
Director:           
                        National Association of Securities
    Professionals;
                Mechanics and Farmers Bank
             Durham, North Carolina;
                      North Carolina Air Cargo Airport
Authority;
        SCAMA Corporation;

Trustee:            
                      College Retirement Equities Fund
      730 Third Avenue
          New York, NY  10017;

JUSTIN F. BECKETT             President and Chief Executive Officer:            
Executive Vice President           New Africa Advisers                          
and Director                       103 West Main Street                         
                    Durham, North Carolina  27705;
Director:           
          African News Service
          103 West Main Street
                    Durham, North Carolina  27705;
Trustee:            
                Elizabeth State University
                     Elizabeth City, North Carolina;

                  Chairman and Chief Investment Officer:
              IDS Advisory Group, Inc.
  IDS Tower 10
             Minneapolis, MN  55440;

PETER J. ANDERSON             Director and Senior Vice President-Investments:   
Director                           IDS Financial Services Inc.                  
  IDS Tower 10
             Minneapolis, MN  55440;
Director:           
                 Fairview-Southdale Hospital
              6401 France Avenue South
       Edina, MN  55435;

MORRIS GOODWIN, JR.           Treasurer:                                        
Director                           Deluxe Corporation                           
          3680 Victoria Street
         Shoreview, MN 55120
Director:           
            Minnesota Public Radio
      Minneapolis, MN;

STEPHEN W. ROSZELL            President and Chief Executive Officer:            
Director                           American Express Asset Management Group Inc. 
  IDS Tower 10
           Minneapolis, MN 55440

EDITH H. NOEL                 None                                              
Senior Vice President,                                                          
Corporate Secretary and                                                         
Treasurer                                                                       

BENJAMIN BLANKNEY             None                                              
Executive Vice President and                                                    
Chief Operating Officer                                                         

CLIFFORD D. MPARE, CFA, CMA   None                                              
Executive Vice President and                                                    
Co-Chief Investment Officer                                                     

VICTORIA TREADWELL            None                                              
Senior Vice President-                                                          
Director of Client Services                                                     

PAUL L. VANKAMPEN, CFA        None                                              
Senior Vice President-                                                          
Director of Fixed Income                                                        

TAMIE E. COLEY                None                                              
Senior Vice President and                                                       
Chief Financial Officer                                                         

DAVID C. CARTER               None                                              
Vice President                                                                  

DAVID A. HALLORAN             None                                              
Senior Vice President                                                           
and Director of Equities                                                        

MICHAEL J. FERRARO            None                                              
Vice President-                                                                 
Director of Trading                                                             

LINDA JORDAN                  None                                              
Regional Vice President-                                                        
Marketing                                                                       

LORENZO NEWSOME               None                                              
Senior Vice President                                                           
and Director-                                                                   
Fixed Income Research                                                           

MARC REID                     None                                              
Vice President-                                                                 
Client Services                                                                 

DRAKE J.CRAIG, CFA            None                                              
Vice President                                                                  

REGINALD WEAVER               None                                              
Assistant Vice President-                                                       
Trader                                                                          

Item 27.  Principal Underwriters                                                
________  ______________________                                                

(a)  Other investment companies for which Registrant's principal      
underwriter (exclusive distributor) acts as principal underwriter or            
exclusive distributor:                                                          

1)     Comstock Partners Funds, Inc.                                  
2)     Dreyfus A Bonds Plus, Inc.                                     
3)     Dreyfus Appreciation Fund, Inc.                                
4)     Dreyfus Asset Allocation Fund, Inc.                            
5)     Dreyfus Balanced Fund, Inc.                                    
6)     Dreyfus BASIC GNMA Fund                                        
7)     Dreyfus BASIC Money Market Fund, Inc.                          
8)     Dreyfus BASIC Municipal Fund, Inc.                             
9)     Dreyfus BASIC U.S. Government Money Market Fund                
10)    Dreyfus California Intermediate Municipal Bond Fund            
11)    Dreyfus California Tax Exempt Bond Fund, Inc.                  
12)    Dreyfus California Tax Exempt Money Market Fund                
13)    Dreyfus Cash Management                                        
14)    Dreyfus Cash Management Plus, Inc.                             
15)    Dreyfus Connecticut Intermediate Municipal Bond Fund           
16)    Dreyfus Connecticut Municipal Money Market Fund, Inc.          
17)    Dreyfus Florida Intermediate Municipal Bond Fund               
18)    Dreyfus Florida Municipal Money Market Fund                    
19)    The Dreyfus Fund Incorporated                                  
20)    Dreyfus Global Bond Fund, Inc.                                 
21)    Dreyfus Global Growth Fund                                     
22)    Dreyfus GNMA Fund, Inc.                                        
23)    Dreyfus Government Cash Management Funds                       
24)    Dreyfus Growth and Income Fund, Inc.                           
25)    Dreyfus Growth and Value Funds, Inc.                           
26)    Dreyfus Growth Opportunity Fund, Inc.                          
27)    Dreyfus Debt and Equity Funds                                  
28)    Dreyfus Index Funds, Inc.                                      
29)    Dreyfus Institutional Money Market Fund                        
30)    Dreyfus Institutional Preferred Money Market Fund              
31)    Dreyfus Institutional Short Term Treasury Fund                 
32)    Dreyfus Insured Municipal Bond Fund, Inc.                      
33)    Dreyfus Intermediate Municipal Bond Fund, Inc.                 
34)    Dreyfus International Funds, Inc.                              
35)    Dreyfus Investment Grade Bond Funds, Inc.                      
36)    Dreyfus Investment Portfolios                                  
37)    The Dreyfus/Laurel Funds, Inc.                                 
38)    The Dreyfus/Laurel Funds Trust                                 
39)    The Dreyfus/Laurel Tax-Free Municipal Funds                    
40)    Dreyfus LifeTime Portfolios, Inc.                              
41)    Dreyfus Liquid Assets, Inc.                                    
42)    Dreyfus Massachusetts Intermediate Municipal Bond Fund         
43)    Dreyfus Massachusetts Municipal Money Market Fund              
44)    Dreyfus Massachusetts Tax Exempt Bond Fund                     
45)    Dreyfus MidCap Index Fund                                      
46)    Dreyfus Money Market Instruments, Inc.                         
47)    Dreyfus Municipal Bond Fund, Inc.                              
48)    Dreyfus Municipal Cash Management Plus                         
49)    Dreyfus Municipal Money Market Fund, Inc.                      
50)    Dreyfus New Jersey Intermediate Municipal Bond Fund            
51)    Dreyfus New Jersey Municipal Bond Fund, Inc.                   
52)    Dreyfus New Jersey Municipal Money Market Fund, Inc.           
53)    Dreyfus New Leaders Fund, Inc.                                 
54)    Dreyfus New York Insured Tax Exempt Bond Fund                  
55)    Dreyfus New York Municipal Cash Management                     
56)    Dreyfus New York Tax Exempt Bond Fund, Inc.                    
57)    Dreyfus New York Tax Exempt Intermediate Bond Fund             
58)    Dreyfus New York Tax Exempt Money Market Fund                  
59)    Dreyfus U.S. Treasury Intermediate Term Fund                   
60)    Dreyfus U.S. Treasury Long Term Fund                           
61)    Dreyfus 100% U.S. Treasury Money Market Fund                   
62)    Dreyfus U.S. Treasury Short Term Fund                          
63)    Dreyfus Pennsylvania Intermediate Municipal Bond Fund          
64)    Dreyfus Pennsylvania Municipal Money Market Fund               
65)    Dreyfus Premier California Municipal Bond Fund                 
66)    Dreyfus Premier Equity Funds, Inc.                             
67)    Dreyfus Premier International Funds, Inc.                      
68)    Dreyfus Premier GNMA Fund                                      
69)    Dreyfus Premier Worldwide Growth Fund, Inc.                    
70)    Dreyfus Premier Municipal Bond Fund                            
71)    Dreyfus Premier New York Municipal Bond Fund                   
72)    Dreyfus Premier State Municipal Bond Fund                      
73)    Dreyfus Premier Value Fund                                     
74)    Dreyfus Short-Intermediate Government Fund                     
75)    Dreyfus Short-Intermediate Municipal Bond Fund                 
76)    The Dreyfus Socially Responsible Growth Fund, Inc.             
77)    Dreyfus Stock Index Fund, Inc.                                 
78)    Dreyfus Tax Exempt Cash Management                             
79)    The Dreyfus Third Century Fund, Inc.                           
80)    Dreyfus Treasury Cash Management                               
81)    Dreyfus Treasury Prime Cash Management                         
82)    Dreyfus Variable Investment Fund                               
83)    Dreyfus Worldwide Dollar Money Market Fund, Inc.               
84)    Founders Funds, Inc.                                           
85)    General California Municipal Bond Fund, Inc.                   
86)    General California Municipal Money Market Fund                 
87)    General Government Securities Money Market Fund, Inc.          
88)    General Money Market Fund, Inc.                                
89)    General Municipal Bond Fund, Inc.                              
90)    General Municipal Money Market Funds, Inc.                     
91)    General New York Municipal Bond Fund, Inc.                     
92)    General New York Municipal Money Market Fund                   

(b)                                                                             
                                                   Positions and
Name and principal       Positions and offices with        offices with         
business address         the Distributor                   Registrant           
__________________       ___________________________       _____________        

Marie E. Connolly+       Director, President, Chief        President and        
             Executive Officer and Chief       Treasurer
Compliance Officer            

Joseph F. Tower, III+    Director, Senior Vice President,  Vice President       
                 Treasurer and Chief Financial     and Assistant
             Officer                           Treasurer

Mary A. Nelson+          Vice President                    Vice President       
                                                   and Assistant
                                               Treasurer

Jean M. O'Leary+         Assistant Vice President,         None                 
Assistant Secretary and       
Assistant Clerk               

William J. Nutt+         Chairman of the Board             None                 

Michael S. Petrucelli++  Senior Vice President             Vice President,      
                                                         Assistant Treasurer
                                                   and Assistant
                                               Secretary

Patrick W. McKeon+       Vice President                    None                 

Joseph A. Vignone+       Vice President                    None                 

________________________________                                                
+  Principal business address is 60 State Street, Boston, Massachusetts 02109.
++  Principal business address is 200 Park Avenue, New York, New York 10166.    

Item 28.   Location of Accounts and Records                                     
_______        ________________________________                                 

1.  First Data Investor Services Group, Inc.,             
a subsidiary of First Data Corporation            
P.O. Box 9671                                     
Providence, Rhode Island 02940-9671               

2.  Mellon Bank, N.A.                                     
One Mellon Bank Center                            
Pittsburgh, Pennsylvania 15258                    

3.  Dreyfus Transfer, Inc.                                
P.O. Box 9671                                     
Providence, Rhode Island 02940-9671               

4.  The Dreyfus Corporation                               
200 Park Avenue                                   
New York, New York 10166                          

Item 29.   Management Services                                                  
_______    ___________________                                                  

Not Applicable                                            

Item 30.   Undertakings                                                         
_______    ____________                                                         

None                                                      

SIGNATURES    
__________  

Pursuant to the requirements of the Securities Act of 1933 and the    
Investment Company Act of 1940, the Registrant certifies that it meets all      
of the requirements for effectiveness of this Amendment to the Registration     
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has      
duly caused this Amendment to the Registration Statement to be signed on its    
behalf by the undersigned, thereunto duly authorized, in the City of New        
York, and State of New York on the 27th day of April, 1999.                     

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.                

BY:  /s/ MARIE E. CONNOLLY*                                       
____________________________                            
MARIE E. CONNOLLY, PRESIDENT                            

Pursuant to the requirements of the Securities Act of 1933, this Amendment  
to the Registration Statement has been signed below by the following persons    
in the capacities and on the date indicated.                                    

Signatures                        Title                       Date
__________________________     ______________________________     __________    

/s/Marie E. Connolly*          President and Treasurer             4/27/99      
______________________________ (Principal Executive, Financial                  
Marie E. Connolly              and Accounting Officer)                          

/s/Clifford L. Alexander, Jr.* Director                            4/27/99      
_____________________________                                                   
Clifford L. Alexander, Jr.                                                      

/s/Lucy Wilson Benson*         Director                            4/27/99      
______________________________                                                  
Lucy Wilson Benson                                                              

/s/Joseph S. DiMartino*        Chairman of the Board of Directors  4/27/99      
_____________________________                                                   
Joseph S. DiMartino                                                             

*BY: /s/ Stephanie Pierce                                                       
__________________________                                            
Stephanie Pierce,                                                     
Attorney-in-Fact                                                      

INDEX   

EXHIBITS                                                              

(a)  Consent of Independent Accountant                      

(b)  Financial Data Schedule                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘485BPOS’ Filing		Date		First		Last			Other Filings
		1/1/00		5
		6/30/99		9					N-30D,  NSAR-A
Effective on:		5/1/99		1		9
Filed on:		4/29/99
		4/26/99		9
		4/14/99		9					DEF 14A,  PRE 14A
		3/1/99		9					485APOS
		2/28/99		5
		1/14/99		9
		12/31/98		9					24F-2NT,  N-30D,  NSAR-B
		7/16/98		9
		12/31/97		9					24F-2NT,  N-30D,  NSAR-B
		4/22/97		9					485BPOS
		12/31/96		9					24F-2NT,  N-30D,  NSAR-B
		4/25/96		9					485APOS
		4/22/96		9
		4/21/96		9
		4/18/96		9					DEF 14A,  PRES14A
		1/1/96		9
		3/1/95		9					485APOS,  NSAR-B
		12/31/94		9					24F-2NT,  N-30D,  NSAR-B
		8/2/94		9					DEF 14A,  PRE 14A
		10/7/93		9
		2/24/93		9
		10/7/92		9
		7/21/92		9
		7/20/92		9
									List all Filings