EX-99

2


Report of Independent Accountants


To the Shareholders and Board of Directors
of Dreyfus Stock Index Fund, Inc.

In planning and performing our audit of the financial statements
of Dreyfus Stock Index Fund, Inc. (the "Fund") for the year ended
December 31, 2002, we considered its internal control, including
control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal
control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles.  Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants.  A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions.  However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2002.

This report is intended solely for the information and use of the
Board of Directors, management and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.




PricewaterhouseCoopers LLP
New York, New York
January 24, 2003

EX-99

N-SARexhibit77C

DREYFUS STOCK INDEX FUND, INC. ("the Fund")



Exhibit 1
Sub-Item 77C


MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS


     A Special Meeting of Shareholders of Dreyfus Stock
Index Fund, Inc.was held on December 18, 2002.  Out of a
total of 139,833,919.072 shares ("Shares") entitled to vote
at the meeting, a total of 139,758,018.758 were represented
at the Meeting, in person or by proxy.  The following
matters were duly approved of the holders of Dreyfus Stock
Index Fund, Inc.'s outstanding Shares as follows:

     The Fund change certain of its fundamental policies and
     investment restrictions to expand the Fund's ability to
     participate in a portfolio securities lending program
     appreciation and current income.

     Affirmative Votes                       Negative Votes

     115,979,684.786                         14,301,095.912

          --------------------------------------------------
     ---------------

     The Fund change certain of its fundamental policies and
     investment restrictions to permit investment in other
     investment companies.

     Affirmative Votes                       Negative Votes

     117,475,911.909                         13,015,627.574

EX-99

Revisedexhibit.doc
                         Exhibit


SUB-ITEM
77Q3(a)

          (i)  Based on an evaluation of the Disclosure
               Controls as of a date within 90 days of the
               Filing Date, the Disclosure Controls are
               effectively designed to ensure that
               information required to be disclosed by the
               Fund in the Report is recorded, processed,
               summarized and reported by the Filing Date,
               including ensuring that information required
               to be disclosed in the Report is accumulated
               and communicated to the Fund's management,
               including the Fund Officers, as appropriate
               to allow timely decisions regarding required
               disclosure


          (ii) There were no significant changes in the
               Fund's internal controls or in other factors
               that could significantly affect these
               controls subsequent to the date of their
               evaluation, and there were no corrective
               actions with regard to significant
               deficiencies and material weaknesses.


          (iii)     Certification of principal executive
     officer (see attached).
               Certification of principal financial officer
               (see attached).

EX-99

Sub-Item 77Q3

I, Stephen E. Canter, certify that:

1.    have reviewed this report on Form N-SAR of Dreyfus
  Stock Index Fund, Inc.;

2.   Based on my knowledge, this report does not contain any
  untrue statement of a material fact or omit to state a
  material fact necessary to make the statements made, in
  light of the circumstances under which such statements were
  made, not misleading with respect to the period covered by
  this report;

3.   Based on my knowledge, the financial information
  included in this report, and the financial statements on
  which the financial information is based, fairly present in
  all material respects the financial condition, results of
  operations, changes in net assets, and cash flows (if the
  financial statements are required to include a statement of
  cash flows) of the registrant as of, and for, the periods
  presented in this report;

4.   The registrant's other certifying officer and I are
  responsible for establishing and maintaining disclosure
  controls and procedures (as defined in rule 30a-2(c) under
  the Investment Company Act) for the registrant and have:

a)   designed such disclosure controls and procedures to
  ensure that material information relating to the registrant,
  including its consolidated subsidiaries, is made known to us
  by others within those entities, particularly during the
  period in which this report is being prepared;
b)   evaluated the effectiveness of the registrant's
  disclosure controls and procedures as of a date within 90
  days prior to the filing date of this report (the
  "Evaluation Date"); and
c)   presented in this report our conclusions about the
  effectiveness of the disclosure controls and procedures
  based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have
  disclosed, based on our most recent evaluation, to the
  registrant's auditors and the audit committee of the
  registrant's board of directors (or persons performing the
  equivalent functions):

a)   all significant deficiencies in the design or operation
  of internal controls which could adversely affect the
  registrant's ability to record, process, summarize, and
  report financial data and have identified for the
  registrant's auditors any material weaknesses in internal
  controls; and
b)   any fraud, whether or not material, that involves
  management or other employees who have a significant role in
  the registrant's internal controls; and



6.   The registrant's other certifying officer and I have
     indicated in this report whether or not there were
     significant changes in internal controls or in other
     factors that could significantly affect internal
     controls subsequent to the date of our most recent
     evaluation, including any corrective actions with
     regard to significant deficiencies and material
     weaknesses.




Date: 2/25/03

                                        /s/ Stephen E.
Canter
                                        Stephen E. Canter
                                        President

EX-99

Sub-Item 77Q3

I, James Windels, certify that:

1.    have reviewed this report on Form N-SAR of Dreyfus
  Stock Index Fund, Inc.;

2.   Based on my knowledge, this report does not contain any
  untrue statement of a material fact or omit to state a
  material fact necessary to make the statements made, in
  light of the circumstances under which such statements were
  made, not misleading with respect to the period covered by
  this report;

3.   Based on my knowledge, the financial information
  included in this report, and the financial statements on
  which the financial information is based, fairly present in
  all material respects the financial condition, results of
  operations, changes in net assets, and cash flows (if the
  financial statements are required to include a statement of
  cash flows) of the registrant as of, and for, the periods
  presented in this report;

4.   The registrant's other certifying officer and I are
  responsible for establishing and maintaining disclosure
  controls and procedures (as defined in rule 30a-2(c) under
  the Investment Company Act) for the registrant and have:

a)   designed such disclosure controls and procedures to
  ensure that material information relating to the registrant,
  including its consolidated subsidiaries, is made known to us
  by others within those entities, particularly during the
  period in which this report is being prepared;
b)   evaluated the effectiveness of the registrant's
  disclosure controls and procedures as of a date within 90
  days prior to the filing date of this report (the
  "Evaluation Date"); and
c)   presented in this report our conclusions about the
  effectiveness of the disclosure controls and procedures
  based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have
  disclosed, based on our most recent evaluation, to the
  registrant's auditors and the audit committee of the
  registrant's board of directors (or persons performing the
  equivalent functions):

a)   all significant deficiencies in the design or operation
  of internal controls which could adversely affect the
  registrant's ability to record, process, summarize, and
  report financial data and have identified for the
  registrant's auditors any material weaknesses in internal
  controls; and
b)   any fraud, whether or not material, that involves
  management or other employees who have a significant role in
  the registrant's internal controls; and



6.   The registrant's other certifying officer and I have
     indicated in this report whether or not there were
     significant changes in internal controls or in other
     factors that could significantly affect internal
     controls subsequent to the date of our most recent
     evaluation, including any corrective actions with
     regard to significant deficiencies and material
     weaknesses.






Date: 2/25/03

                                        /s/ James Windels
                                        James Windels
                                        Treasurer