<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>item77e000.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
                          SUB ITEM 77E - LEGAL PROCEEDINGS



On January 30, 2004, a purported shareholder in the Dreyfus Disciplined Stock
Fund filed a class action in the United States District Court for the Western
District of Pennsylvania against Mellon Financial Corporation, Mellon Bank,
N.A., The Dreyfus Corporation, Founders Asset Management LLC (the "Investment
Advisers"), and the directors of all or substantially all of the Dreyfus
Funds and the Dreyfus Founders Funds, on behalf of a purported class and
derivatively on behalf of said funds, alleging violations of Sections 34(b),
36(b), and 48(a) of the Investment Company Act of 1940, Section 215 of the
Investment Advisers Act of 1940, and common law claims. (HAYS V. MELLON
FINANCIAL CORP., ET. AL.)  A purported investor in the Dreyfus S&P 500 Stock
Index Fund filed a similar class action in the United States District Court
for the Western District of Pennsylvania on February 25, 2004 which is
virtually identical in all material respects in that it names the same
defendants, asserts similar claims for relief based on similar factual
allegations and seeks similar relief as the HAYS complaint. (WORTMAN V.
MELLON FINANCIAL CORP., ET. AL.)  The actions seek to recover allegedly
improper and excessive Rule 12b-1 and advisory fees charged to various funds
for marketing and distribution services. More specifically, the plaintiffs
claim, among other things, that 12b-1 fees and directed brokerage were
improperly used to pay brokers to recommend Dreyfus funds over other funds,
and that such payments were not disclosed to investors.  In addition,
plaintiffs assert that economies of scale and soft-dollar benefits were not
passed on to investors.  Plaintiffs further allege that 12b-1 fees charged to
certain funds that were closed to new investors were also improper.  The
complaints seek compensatory and punitive damages, rescission of the advisory
contracts and an accounting and restitution of any unlawful fees, as well as
an award of attorneys fees and litigation expenses. Dreyfus and the funds
believe the allegations to be totally without merit and will defend the
actions vigorously.


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