<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>item77emay05.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
                                                                     ITEM 77E

In early 2004,  two purported  class and  derivative  actions were filed against
Mellon  Financial  Corporation,  Mellon  Bank,  N.A.,  Dreyfus,  Founders  Asset
Management  LLC,  and certain  directors  of the  Dreyfus  Funds and the Dreyfus
Founders Funds (together, the Funds) in the United States District Court for the
Western  District  of  Pennsylvania.  In  September  2004,  plaintiffs  served a
Consolidated  Amended Complaint (the Amended Complaint) on behalf of a purported
class of all persons who acquired  interests in any of the Funds between January
30, 1999 and November 17, 2003,  and  derivatively  on behalf of the Funds.  The
Amended  Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation
also named Dreyfus Service Corporation,  Premier Mutual Fund Services,  Inc. and
two  additional  Fund  directors as  defendants  and alleges  violations  of the
Investment  Company  Act of 1940,  the  Investment  Advisers  Act of  1940,  the
Pennsylvania  Unfair Trade Practices and Consumer  Protection Law and common-law
claims.  Plaintiffs seek to recover allegedly  improper and excessive Rule 12b-1
and advisory fees allegedly  charged to the Funds for marketing and distribution
services.  More specifically,  plaintiffs claim, among other things,  that 12b-1
fees and directed brokerage were improperly used to pay brokers to recommend the
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 the Funds.  Plaintiffs further allege that 12b-1 fees were
improperly  charged to certain of the Funds that were  closed to new  investors.
The Amended Complaint seeks 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.  As noted, some of
the claims in this  litigation are asserted  derivatively on behalf of the Funds
that have been  named as nominal  defendants.  With  respect to such  derivative
claims, no relief is sought against the Funds.  Dreyfus believes the allegations
to be  totally  without  merit and  intends  to defend  the  action  vigorously.
Defendants filed motions to dismiss the Amended  Complaint on November 12, 2004,
and those motions are pending.

Additional  lawsuits arising out of these  circumstances and presenting  similar
allegations  and requests for relief may be filed against the  defendants in the
future.  Neither  Dreyfus nor the Funds believe that any of the pending  actions
will have a material  adverse effect on the Funds or Dreyfus' ability to perform
its contract with the Funds.

</TEXT>
</DOCUMENT>
