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 for the
Western District of Pennsylvania against Mellon Financial Corporation, Mellon
Bank, N.A., The Dreyfus Corporation, Founders Asset Management LLC (the
"Investment Advisers"), 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. (Hays v. Mellon
Financial Corp., et. al.) A purported investor in the Dreyfus S&P 500 Stock
Index Fund filed a similar class action in the United States District Court for
the Western District of Pennsylvania on February 25, 2004 which is virtually
identical in all material respects in that it names the same defendants, asserts
similar claims for relief based on similar factual allegations and seeks similar
relief as the Hays complaint. (Wortman v. Mellon Financial Corp., et. al.) The
actions seek to recover allegedly improper and excessive Rule 12b-1 and advisory
fees charged to various funds for marketing and distribution services. More
specifically, the plaintiffs claim, among other things, that 12b-1 fees and
directed brokerage were improperly used to pay brokers to recommend Dreyfus
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 investors. Plaintiffs further allege that 12b-1 fees
charged to certain funds that were closed to new investors were also improper.
The complaints seek 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. On April 22, 2004,
the actions were consolidated. Dreyfus and the funds believe the allegations to
be totally without merit and intend to defend the actions vigorously.