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 of 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, 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.  The action seeks to recover allegedly improper and
excessive Rule 12b-1 and advisory fees charged to various
funds for marketing and distribution services.  More
specifically, the Plaintiff claims, among other things, that
12b-1 fees and directed brokerage were improperly used to
pay brokers to recommend Dreyfus and Dreyfus Founders Funds
over other funds, and that such payments were not disclosed
to investors.  In addition, Plaintiff asserts that economies
of scale and soft-dollar benefits were not passed on to
investors.  Plaintiff further alleges that 12b-1 fees
charged to certain funds that were closed to new investors
were also improper. The complaint seeks compensatory and
punitive damages, recission of the advisory contracts, an
accounting and restitution of any lawful fees, as well as an
award of attorneys' fees and litigation costs.  These
actions will be defended vigorously, and we believe they are
totally without merit.