EX-99

2




                       Report of Independent Auditors


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, 2003, 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, 2003.

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
February 2, 2004

EX-99

                      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.   These
actions  will be defended vigorously, and we believe they are totally without
merit.