<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>item77ejan05.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>



                        SUB-ITEM 77E - LEGAL PROCEEDINGS

In early 2004, a purported  shareholder  in the Dreyfus  Disciplined  Stock
Fund and a  purported  shareholder  in the Dreyfus S&P 500 Stock Index Fund each
filed similar class action  lawsuits 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, and the
directors  of all or  substantially  all of the  Dreyfus  Funds and the  Dreyfus
Founders Funds (together, the "Funds"). (Hays v. Mellon Financial Corp., et. al.
and Wortman v. Mellon Financial Corp., et. al.)

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. In addition to the defendants mentioned
above, Plaintiffs also named Dreyfus Service Corporation and Premier Mutual Fund
Services, Inc. as defendants. The Amended Complaint in the newly styled In re
Dreyfus Mutual Funds Fee Litigation alleges violations of Sections 34(b), 36(a),
36(b), and 48(a) of the Investment Company Act of 1940, Section 215 of 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.

Defendants filed motions to dismiss the Amended Complaint on November 12, 2004,
and those motions are pending. No discovery has been conducted.



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