VALUE SMALL CAP PORTFOLIO
OF
ENDEAVOR SERIES TRUST
2101 East Coast Highway
Suite 300
Corona del Mar, California  92625

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on October 29, 1996

To the Shareholders of:
	Value Small Cap Portfolio of Endeavor Series Trust

	NOTICE IS HEREBY GIVEN THAT a Special Meeting of the 
Shareholders of Value Small Cap Portfolio (the "Portfolio") of 
Endeavor Series Trust (the "Trust"), a Massachusetts business 
trust, will be held at the offices of the Trust, 2101 East Coast 
Highway, Suite 300, Corona del Mar, California on October 29, 
1996 at 10:00 a.m. P.S.T. (the "Special Meeting") for the 
following purposes:

1.	To approve or disapprove a new investment advisory 
agreement between Endeavor Investment 	Advisers and The 
Dreyfus Corporation relating to the Portfolio (Proposal 1).

2.	To approve or disapprove a change to the Portfolio's 
investment objective (Proposal 2).

3.	To approve or disapprove a proposed amendment to the 
Portfolio's investment restriction 	regarding illiquid securities 
and to change this restriction to non-fundamental (Proposal 3).

4.	To transact such other business as may properly come before 
the Special Meeting or any 	adjournment thereof.

	The Board of Trustees has fixed the close of business on 
August 13, 1996 as the record date for the determination of 
shareholders entitled to notice of and to vote at the Special 
Meeting.

	By order of the Board of Trustees
							
							Pamela Shelton
							Secretary

September 16, 1996

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE 
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING 
PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF 
MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER 
EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE INSIDE COVER OF 
THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.



INSTRUCTIONS FOR SIGNING PROXY CARDS

	The following general rules for signing proxy cards may be 
of  assistance to you and avoid the time and expense to the 
Portfolio involved in validating your vote if you fail to sign 
your proxy card properly.

	1.	Individual Accounts:  Sign your name exactly as it 
appears in the registration on the proxy card.

	2.	Joint Accounts:  Either party may sign, but the name 
of the party signing should conform exactly to the name shown in 
the registration on the proxy card.

	3.	All Other Accounts:  The capacity of the individual 
signing the proxy card should be indicated unless it is reflected 
in the form of registration.  For example:

	Registration						Valid 
Signature

	Corporate Accounts

	(1)	ABC Corp.		ABC Corp.
	(2)	ABC Corp.		John Doe, Treasurer
	(3)	ABC Corp.
			c/o John Doe, Treasurer		John Doe
	(4)	ABC Corp. Profit Sharing Plan		John Doe, Trustee

	Trust Accounts

	(1)	ABC Trust		Jane B. Doe, Trustee
	(2)	Jane B. Doe, Trustee
			u/t/d/ 12/28/78		Jane B. Doe

	Custodial or Estate Accounts

	(1)	John B. Smith, Cust.
			f/b/o John B. Smith, Jr. UGMA		John B. 
Smith
	(2)	Estate of John B. Smith		John B. Smith, Jr., 
Executor



VALUE SMALL CAP PORTFOLIO
OF 
ENDEAVOR SERIES TRUST

2101 East Coast Highway, Suite 300
Corona del Mar, California  92625

SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1996

PROXY STATEMENT

	This Proxy Statement is furnished in connection with 
the solicitation of proxies by the Board of Trustees of 
Endeavor Series Trust (the "Trust") for the Value Small Cap 
Portfolio (the "Portfolio"), for use at a Special Meeting of 
Shareholders of the Portfolio to be held at 10:00 a.m. on 
October 29, 1996, at the offices of the Trust, 2101 East 
Coast Highway, Suite 300, Corona del Mar 92625, and any 
adjournments thereof (collectively, the "Special Meeting").  
A notice of Special Meeting of Shareholders and a proxy card 
accompany this Proxy Statement.  In addition to 
solicitations of proxies by mail, beginning on or about 
September 16, 1996, proxy solicitations may also be made by 
telephone, telegraph or personal interviews conducted by 
officers and employees of the Trust and regular employees of 
Endeavor Management Co., the managing partner of Endeavor 
Investment Advisers, the Trust's manager, First Data 
Investor Services Group, Inc. ("FDISG"), 53 State Street, 
Boston, MA 02109, a subsidiary of First Data Corporation, 
the Trust's transfer agent, or other representatives of the 
Trust.  The costs of solicitation and the expenses incurred 
in connection with preparing this Proxy Statement and its 
enclosures will be paid by the Portfolio.  The Trust's most 
recent annual and semi-annual report are available upon 
request without charge by writing or calling the Trust at 
2101 East Coast Highway, Suite 300, Corona del Mar, CA  
92625 or 1-800-854-8393.

	If the enclosed proxy is properly executed and 
returned in time to be voted at the Special Meeting, the 
shares of beneficial interest ("Shares") represented by the 
proxy will be voted in accordance with the instructions 
marked therein.  Unless instructions to the contrary are 
marked on the proxy, it will be voted FOR the matters listed 
in the accompanying Notice of Special Meeting of 
Shareholders.  Any shareholder who has given a proxy has the 
right to revoke it at any time prior to its exercise either 
by attending the Special Meeting and voting his or her 
Shares in person, or by submitting a letter of revocation or 
a later-dated proxy to the Trust at the above address prior 
to the date of the Special Meeting.

	In the event that a quorum is not present at the 
Special Meeting, or in the event that a quorum is present 
but sufficient votes to approve the proposals are not 
received, the persons named as proxies on the enclosed proxy 
card may propose one or more adjournments of the Special 
Meeting to permit further solicitation of proxies.  In 
determining whether to adjourn the Special Meeting, the 
following factors may be considered:  the nature of the 
proposals that are the subject of the Special Meeting, the 
percentage of votes actually cast, the percentage of 
negative votes actually cast, the nature of any further 
solicitation and the information to be provided to 
shareholders with respect to the reasons for the 
solicitation.  Any adjournment will require the affirmative 
vote of a majority of those Shares represented at the 
Special Meeting in person or by proxy.  A shareholder vote 
may be taken on one or more of the proposals in this Proxy 
Statement prior to any such adjournment if sufficient votes 
have been received for approval.  Under the Trust's 
Agreement and Declaration of Trust dated November 18, 1988 
(the "Declaration of Trust"), a quorum of  shareholders is 
constituted by the presence in person or by proxy of the 
holders of a majority of the outstanding Shares of the Trust 
entitled to vote at the Special Meeting. 

	The Board has fixed the close of business on August 
13, 1996 as the record date (the "Record Date") for the 
determination of shareholders of the Portfolio entitled to 
notice of and to vote at the Special Meeting.  At the close 
of business on the Record Date, there were 5,467,456.134 
Shares of the Portfolio outstanding.  

	PFL Life Insurance Company ("PFL Life") and its 
affiliate AUSA Life Insurance Company, Inc. ("AUSA Life") 
are the owners of all of the Portfolio Shares and as such 
have the right to vote upon certain matters that are 
required by the Investment Company Act of 1940, as amended 
(the "1940 Act") to be approved or ratified by the 
shareholders and to vote upon any other matter that may be 
voted upon at a shareholders' meeting.  PFL Life will vote 
the Shares of the Portfolio for the owners of the PFL 
Endeavor Variable Annuity Account issued by PFL Life and 
AUSA Life will vote the shares of the Portfolio for the 
owners of the AUSA Endeavor Variable Annuity Account (the 
"Contracts") in accordance with instructions received from 
the policy owners.  Interests in Contracts for which no 
timely instructions are received will be voted in proportion 
to the instructions which are received from variable life 
insurance policy owners and  variable annuity contract 
owners or participants.  PFL Life and AUSA Life will also 
vote any shares in separate accounts that they own and which 
are not attributable to Contracts in the same proportion.  
Each full Share is entitled to one vote and any fractional 
Share is entitled to a fractional vote.

	As of August 13, 1996, the officers and the Trustees 
of the Trust as a group beneficially owned less than 1% of 
the Shares of the Portfolio.

	In order that your Shares may be represented at the 
Special Meeting, you are requested to:

	*	indicate your instructions on the enclosed proxy 
card;

	*	date and sign the proxy card;

	*	mail the proxy card promptly in the enclosed 
envelope, which requires no postage if mailed in the United 
States; and

	*	allow sufficient time for the proxy card to be 
received on or before 10:00 a.m. P.S.T. on October 29, 1996.
	


PROPOSAL 1

	TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY 
AGREEMENT BETWEEN ENDEAVOR INVESTMENT ADVISERS AND THE 
DREYFUS CORPORATION RELATING TO THE PORTFOLIO.


SUMMARY OF PROPOSAL

	For the reasons and based on an analysis of factors 
described below, a majority of the Trustees of the Trust 
have approved Endeavor Investment Advisers' (the "Manager") 
execution of a new investment advisory agreement (the "New 
Agreement") with The Dreyfus Corporation ("Dreyfus").  At a 
regular meeting of the Board of Trustees held on August 13, 
1996, the Board of Trustees, including the "non-interested" 
Trustees, approved the termination of the investment 
advisory agreement with respect to the Portfolio between the 
Manager and OpCap Advisors ("OpCap") (the "Old Agreement") 
effective September 15, 1996.  At the same Board Meeting, 
the Board of Trustees, including the "non-interested" 
Trustees, approved the New Agreement.  The New Agreement 
contains substantially the same terms and conditions as the 
Old Agreement with the exception of a decrease in the rate 
of fees to be paid by the Manager to the Portfolio's 
adviser, Dreyfus.  There will be no change in the fee 
payable by the Portfolio to the Manager.  The Manager will 
pay a monthly fee at an annual rate based on the Portfolio's 
average daily net assets.  The New Agreement commenced on 
September 16, 1996, and if approved by shareholders, will 
continue initially for a two-year period and continue for 
successive annual periods thereafter, provided such 
continuance is approved at least annually by a majority of 
the Board of Trustees who are not interested persons of the 
Trust (as the term is used in the 1940 Act) and a majority 
of the full Board of Trustees or a majority of the 
outstanding voting securities of the Portfolio, as defined 
in the 1940 Act.


THE ADVISER

	Dreyfus, which was formed in 1947, is a wholly-owned 
subsidiary of Mellon Bank, N.A., which is a wholly-owned 
subsidiary of Mellon Bank Corporation ("Mellon").  As of 
July 31, 1996, Dreyfus managed or administered approximately 
$79 billion in assets for more than 1.7 million investor 
accounts nationwide.  As compensation for its services as 
investment adviser, the Manager pays Dreyfus a monthly fee 
at the annual rate of .375% of the average daily net assets 
of the Portfolio.

	Mellon is a publicly-owned multibank holding company 
incorporated under Pennsylvania law in 1971 and registered 
under the Federal Bank Holding Company Act of 1956, as 
amended.  Mellon provides a comprehensive range of financial 
products and services in domestic and selected international 
markets.  Mellon is among the twenty-five largest bank 
holding companies in the United States based on total 
assets.  Mellon's principal wholly-owned subsidiaries are 
Mellon Bank, N.A., Mellon Bank (DE) National Association, 
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit 
Corporation and a number of companies known as Mellon 
Financial Services Corporations.  Through its subsidiaries, 
including Dreyfus, Mellon managed more than $233 billion in 
assets as of June 30, 1996, including approximately $83 
billion in mutual fund assets. As of June 30, 1996, Mellon, 
through various subsidiaries, provided non-investment 
services, such as custodial or administrative services, for 
more than $876 billion in assets, including approximately 
$57 billion in mutual fund assets.

	Investment decisions with respect to the Portfolio are 
made by an investment advisory team composed of the 
following members:

	Peter Ian Higgins joined The Boston Company, Inc., a 
wholly-owned subsidiary of Mellon, in August 1988.  Mr. 
Higgins has been employed by The Boston Company Asset 
Management, Inc., an investment advisory subsidiary of The 
Boston Company, Inc., since June 1991.  He is a lead 
portfolio manager and a member of the Equity Policy and 
Global Oversight Committee of The Boston Company Asset 
Management, Inc.  In February 1996, Mr. Higgins became a 
portfolio manager for Dreyfus.  Mr. Higgins holds a B.S. and 
B.A. in finance/economics from the University of 
Pennsylvania and an M.B.A. in management from the Wharton 
School of Business.  He became a Chartered Financial Analyst 
in September of 1992.

	David Louis Diamond was employed by The Boston Company 
Asset Management, Inc. in June 1991.  He is a lead portfolio 
manager and a member of the Equity Policy Committee of The 
Boston Company Asset Management, Inc.  In October 1994, Mr. 
Diamond became a portfolio manager of Dreyfus.  Mr. Diamond 
received his B.S. in biology from Brown University in 1986.  
Mr. Diamond became a Chartered Financial Analyst in 1994.

	Investment companies with similar investment 
objectives to the Portfolio for which Dreyfus provides 
investment advisory services, the amount of their net assets 
as of August 22, 1996 and the annual rates of Dreyfus' fees 
for its services to such companies are set forth in Exhibit 
A to this Proxy Statement.

	Dreyfus is located at 200 Park Avenue, New York, New 
York, 10166.  The Chairman of the Board of Dreyfus is W. 
Keith Smith.  Other directors of Dreyfus are:  Mandell L. 
Berman, real estate consultant and private investor, 
Southfield, Michigan; Frank V. Cahouet, Chairman of the 
Board, President and Chief Executive Officer of Mellon, 
Pittsburgh, Pennsylvania; Stephen E. Canter, Vice Chairman 
and Chief Investment Officer of Dreyfus; Christopher M. 
Condron, President, Chief Executive Officer and Chief 
Operating Officer of Dreyfus; Alvin E. Friedman, Senior 
Adviser to Dillon, Read & Co., Inc., Investment Bankers, New 
York, New York; Lawrence M. Greene, former Legal Consultant 
to Dreyfus; Lawrence S. Kash, Vice Chairman-Distribution of 
Dreyfus; Julian M. Smerling, former Vice Chairman of the 
Board of Directors of Dreyfus; Philip L. Toia, Vice 
Chairman-Operations and Administration of Dreyfus; and Dr. 
David B. Truman, educational consultant and past President 
of Mount Holyoke College and the Russell Sage Foundation, 
Hillsdale, New York.


EVALUATION BY THE BOARD AND REASONS FOR THE PROPOSAL

	After a review of the Portfolio's current holdings of 
securities, its performance record since the commencement of 
its investment operations, the changes in the OpCap 
personnel managing the Portfolio and current and anticipated 
market conditions, the Trust's Manager, in accordance with 
its supervisory responsibilities under the Management 
Agreement dated November 23, 1992, between the Trust and the 
Manager, recommended that the Board of Trustees approve the 
termination of the Old Agreement and approve the Manager's 
entering into the New Agreement.  On August 13, 1996, a 
majority of the Trustees of  the Trust met in person at a 
regular meeting of the Board of Trustees at which the New 
Agreement was considered and approved by a majority of the 
Trustees, including a majority of the "non-interested" 
Trustees of the Trust.

	The Board of Trustees reviewed various materials 
furnished by Dreyfus.  The materials described, among other 
matters, Dreyfus and its affiliates, senior personnel, 
portfolio managers, analysts, economists, and others, 
methods of operation, investment philosophies and financial 
condition.  Representatives of Dreyfus discussed with the 
Board the written materials and responded to questions from 
the Board.

	The Board also reviewed the past experience of Dreyfus 
in managing portfolios with objectives and policies similar 
to those proposed for the Portfolio.  The Board considered 
the qualifications of the investment adviser as well as the 
background and experience of the advisory team, as noted 
under "The Adviser".  The Board based its decision to 
approve the New Agreement on the strength and depth of 
Dreyfus' personnel in the small capitalization arena as well 
as the performance record of a comparable fund advised by 
Dreyfus.


THE OLD AGREEMENT

	OpCap had served as investment adviser to the 
Portfolio since its inception.  The Old Agreement, dated 
April 19, 1993, was initially approved by shareholders on 
April 19, 1993 and most recently approved by the Board of 
Trustees on May 14, 1996.  On August 13, 1996, the Board of 
Trustees approved the termination of the Old Agreement 
effective September 16, 1996.  As compensation for its 
services as investment adviser, the Manager paid OpCap a 
monthly fee at the annual rate of .40% of the average daily 
net assets of the Portfolio.  During the fiscal year ended 
December 31, 1995, the Portfolio paid $339,672 in management 
fees to the Manager, of which $163,473 was paid to OpCap.


THE NEW AGREEMENT

	A copy of the New Agreement is set forth as Exhibit B 
to this Proxy Statement.  Except as described herein, the 
terms of the New Agreement are substantially the same as 
those contained in the Old Agreement.  Under the New 
Agreement, Dreyfus is responsible for making investment 
decisions, supplying investment research and portfolio 
management services and placing purchase and sales orders 
for portfolio transactions.  The New Agreement also provides 
that Dreyfus will bear all expenses in connection with its 
performance.  Pursuant to the New Agreement the Manager will 
pay Dreyfus a monthly fee at an annual rate of .375% of the 
Portfolio's average daily net assets.  There will be no 
change in the fees payable by the Portfolio to the Manager.

	Pursuant to its terms, the New Agreement will remain 
in effect for two years following its date of execution, 
provided that such Agreement has been approved by the 
shareholders of the Portfolio.  It will continue in effect 
thereafter so long as its continuance is specifically 
approved at least annually by (a) the Trust's Board of 
Trustees or (b) the vote of a "majority" (as defined in the 
1940 Act) of the Portfolio's outstanding voting securities, 
provided that, in either event, the continuance also is 
approved by at least a majority of the Trustees who are not 
parties to the New Agreement or interested persons of the 
Trust or Dreyfus under the New Agreement by vote cast in 
person at a meeting called for the purpose of voting on such 
approval.  The New Agreement is terminable, without penalty, 
by the Board of Trustees of the Trust, by the Manager or by 
vote of holders of a "majority" (as defined in the 1940 Act) 
of the Portfolio's Shares upon 60 days' prior written notice 
to Dreyfus or by Dreyfus upon 150 days' written notice to 
the Manager, or upon such shorter notice as may be mutually 
agreed upon.  The New Agreement will terminate automatically 
in the event of the termination of the Management Agreement 
between the Manager and the Trust dated November 23, 1992 or 
upon its assignment (as defined in the 1940 Act).


PORTFOLIO TRANSACTIONS

	Subject to the supervision and control of the Manager 
and the Trustees of the Trust, Dreyfus is responsible for 
decisions to buy and sell securities for the Portfolio's 
account and for the placement of its portfolio business and 
the negotiation of commissions, if any, paid on such 
transactions.  Brokerage commissions are paid on 
transactions in equity securities traded on a securities 
exchange and on options, futures contracts and options 
thereon.  Fixed income securities and certain equity 
securities in which the Portfolio invests are traded in the 
over-the-counter market.  These securities are generally 
traded on a net basis with dealers acting as principal for 
their own account without a stated commission, although 
prices of such securities usually include a profit to the 
dealer.  In over-the-counter transactions, orders are placed 
directly with a principal market maker unless a better price 
and execution can be obtained by using a broker.  In 
underwritten offerings, securities are usually purchased at 
a fixed price which includes an amount of compensation to 
the underwriter generally referred to as the underwriter's 
concession or discount.  Certain money market securities may 
be purchased directly from an issuer, in which case no 
commissions or discounts are paid.  Dreyfus is responsible 
for effecting its portfolio transactions and will do so in a 
manner deemed fair and reasonable to the Portfolio and not 
according to any formula.  The primary consideration in all 
portfolio transactions will be prompt execution of orders in 
an efficient manner at a favorable price.  In selecting 
broker-dealers and negotiating commissions, Dreyfus 
considers the firm's reliability, the quality of its 
execution services on a continuing basis and its financial 
condition.  When more than one firm is believed to meet 
these criteria, preference may be given to brokers that 
provide the Portfolio or Dreyfus with brokerage and research 
services within the meaning of Section 28(e) of the 
Securities Exchange Act of 1934.  Dreyfus is of the opinion 
that, because this material must be analyzed and reviewed, 
its receipt and use does not tend to reduce expenses but may 
benefit the Portfolio by supplementing their research.  In 
seeking the most favorable price and execution available, 
Dreyfus may, if permitted by law, consider sales of  various 
insurance contracts, including variable life insurance 
policies or variable annuity contracts, issued by PFL Life 
and its affiliates, as described in the Trust's Prospectus, 
a factor in the selection of broker-dealers.  

	The Board of Trustees of the Trust has authorized the 
Manager and Dreyfus and other investment advisers to enter 
into arrangements with brokers who execute brokerage 
transactions for the Trust's Portfolios whereby a portion of 
the commissions earned by such brokers will be shared with a 
broker-dealer affiliate of the Manager.  The affiliated 
broker will act as an "introducing broker" in the 
transaction.  Subject to the requirements of applicable law 
including seeking best price and execution of orders, 
commissions paid to executing brokers will not exceed 
ordinary and customary brokerage commissions.

	The Board of Trustees has determined that the Trust's 
brokerage commissions should be utilized for the Trust's 
benefit to the extent possible.  After reviewing various 
alternatives, the Board concluded that commissions received 
by the broker-dealer affiliate of the Manager can be used to 
promote the distribution of the Trust's shares including 
payments to broker-dealers who sell the Contracts, the costs 
of training and educating such broker-dealers with respect 
to the Contracts and other bona-fide distribution costs 
payable to unaffiliated persons.  Other than incidental 
costs related to establishing the broker-dealer affiliate as 
an "introducing broker", no portion of the commissions 
received by the broker-dealer affiliate of the Manager will 
be retained for its or any affiliate's benefit.  On a 
quarterly basis, the Manager will report to the Board of 
Trustees the aggregate commissions received by its broker-
dealer affiliate and the distribution expenses paid from 
such commissions.  The Board of Trustees will periodically 
review the extent to which the foregoing arrangement reduces 
distribution expenses currently being incurred by the 
Manager of its affiliates on behalf of the Trust.  The Board 
of Trustees may determine from time to time other 
appropriate uses for the Trust from the commissions it pays 
to executing brokers.

	Dreyfus may effect portfolio transactions for other 
investment companies and advisory accounts.  Research 
services furnished by broker-dealers through which the 
Portfolio effects its securities transactions may be used by 
Dreyfus in servicing all of its accounts, although not all 
such services may be used in connection with the Portfolio.  
In the opinion of Dreyfus, it is not possible to measure 
separately the benefits from research services to each of 
its accounts, including the Portfolio.  Whenever concurrent 
decisions are made to purchase or sell securities by the 
Portfolio and another account, Dreyfus will attempt to 
allocate equitably portfolio transactions among the 
Portfolio and other accounts, the main factors to be 
considered are the respective investment objectives, the 
relative size of portfolio holdings of the same or 
comparable securities, the availability of cash for 
investment, the size of investment commitments generally 
held, and the opinions of the persons responsible for 
recommending investments to the Portfolio and the other 
accounts.  In some cases this procedure could have an 
adverse effect on the Portfolio.  In the opinion of Dreyfus, 
however, the results of such procedures will, on the whole, 
be in the best interest of each of the accounts.

	For the fiscal year ended December 31, 1995, the 
Portfolio paid $101,885 in brokerage commissions of which 
$36,216 was paid to Oppenheimer & Co. Inc., an affiliated 
broker-dealer of OpCap, the Portfolio's previous investment 
adviser.


REQUIRED VOTE

	Approval of the New Agreement requires the affirmative 
vote of a "majority of the outstanding voting securities" of 
the Portfolio.  The term "majority of the outstanding voting 
securities" of the Portfolio, as defined in the 1940 Act, 
means the affirmative vote of the lesser of:  (a) 67% of the 
voting securities of the Portfolio present at the Special 
Meeting if more than 50% of the outstanding Shares are 
present in person or by proxy at the Special Meeting; and 
(b) more than 50% of the outstanding voting securities of 
the Portfolio ("Majority Vote").

	If the New Agreement is approved by the shareholders 
of the Portfolio, the name of the Portfolio will be changed 
to Dreyfus Small Cap Value Portfolio.  If the New Agreement 
is not approved by the shareholders of the Portfolio, 
Dreyfus will serve as investment adviser to the Portfolio 
for a period of time pending approval of such agreement or a 
different investment advisory agreement or other definitive 
action by the shareholders.

	THE BOARD OF TRUSTEES, INCLUDING A MAJORITY OF THE 
INDEPENDENT TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE 
"FOR" APPROVAL OF THE NEW AGREEMENT.


PROPOSAL 2:

	TO APPROVE OR DISAPPROVE A CHANGE TO THE PORTFOLIO'S 
INVESTMENT OBJECTIVE.

	The Manager of the Portfolio has recommended to the 
Board of Trustees that the Portfolio's investment objective 
be changed to seeking capital appreciation through 
investment in companies with a median market capitalization 
of approximately $750 million, provided that under normal 
market conditions at least 75% of the Portfolio's 
investments will be in equity securities of companies with 
capitalizations at the time of purchase between $150 million 
and $1.5 billion.  Under the Portfolio's existing investment 
objective, the Portfolio seeks to achieve capital 
appreciation through investment in a diversified portfolio 
consisting primarily of equity securities of companies with 
market capitalizations of under $1 billion.  In addition, 
liquidity is generally greater for those equity securities 
of companies with capitalizations in excess of $1 billion.  
Expanding the universe of securities in which the Portfolio 
can invest will improve its diversification as well.  It is 
anticipated that the Portfolio's performance will be 
measured against the Russell 2000 Index, which is the 
benchmark typically used for small cap portfolios.  The 
Russell 2000 Index includes equity securities of companies 
with market capitalizations in ranges to above $2 billion.


PROPOSED CHANGE TO INVESTMENT POLICY

	The Board of Trustees is proposing that the 
Portfolio's investment objective be changed so that the 
Portfolio will seek capital appreciation through investment 
in a diversified portfolio of equity securities of companies 
with a median market capitalization of approximately $750 
million, provided that under normal market conditions at 75% 
of the Portfolio's investments will be in equity securities 
of companies with capitalizations at the time of purchase 
between $150 million and $1.5 billion.

	In seeking its objective, the Portfolio will invest in 
equity securities of domestic and foreign (up to 5% of its 
total assets) issuers which would be characterized as 
"value" companies according to criteria established by the 
Portfolio's Adviser.  To manage the Portfolio, the 
Portfolio's Adviser classifies issuers as "growth" or 
"value" companies.  In general, the Portfolio Adviser 
believes that companies with relatively low price to book 
ratios, low price to earnings ratios or higher than average 
dividend payments in relation to price should be classified 
as value companies.  Alternatively, companies which have 
above average earnings or sales growth and retention of 
earnings and command higher price to earnings ratios fit the 
more classic growth description.

	Small-capitalization companies are often under-priced 
for the following reasons:  (i) institutional investors, 
which currently represent a majority of the trading volume 
in the shares of publicly-traded companies, are often less 
interested in such companies because in order to acquire an 
equity position that is large enough to be meaningful to an 
institutional investor, such an investor may be required to 
buy a large percentage of the company's outstanding equity 
securities and (ii) such companies may not be regularly 
researched by stock analysts, thereby resulting in greater 
discrepancies in valuation.

	While seeking desirable equity investments, the 
Portfolio may invest in money market instruments consisting 
of U.S. Government securities, certificates of deposit, time 
deposits, bankers' acceptances, short-term investment grade 
corporate bonds and other short-term debt instruments, and 
repurchase agreements.  Under normal market conditions, the 
Portfolio does not expect to have a substantial portion of 
its assets invested in money market instruments.  However, 
when the Portfolio's Adviser determines that adverse market 
conditions exist, the Portfolio may adopt a temporary 
defensive posture and invest all of its assets in money 
market instruments.

	Equity securities consist of common stocks, preferred 
stocks and securities convertible into common stocks.  
Securities purchased by the Portfolio will be traded on the 
New York Stock Exchange, the American Stock Exchange or in 
the over-the-counter market, and will also include options, 
warrants, bonds, notes and debentures which are convertible 
into or exchangeable for, or which grant a right to purchase 
or sell, such securities.  In addition, the Portfolio may 
purchase securities issued by closed-end investment 
companies and foreign securities that are listed on a 
domestic or foreign securities exchange, traded in domestic 
or foreign over-the-counter markets or represented by 
American Depositary Receipts or European Depositary 
Receipts.

	The Portfolio is expected to have greater risk 
exposure and reward potential than a fund which invests 
primarily in larger-capitalization companies.  The trading 
volumes of securities of smaller-capitalization companies 
are normally less than those of larger-capitalization 
companies.  This often translates into greater price swings, 
both upward and downward.  Since trading volumes are lower, 
new demand for the securities of such companies could result 
in disproportionately large increases in the price of such 
securities.  The waiting period for the achievement of an 
investor's objectives might be longer since these securities 
are not closely monitored by research analysts and, thus, it 
takes more time for investors to become aware of fundamental 
changes or other factors which have motivated the 
Portfolio's purchase.  Small-capitalization companies often 
achieve higher growth rates and experience higher failure 
rates than do larger-capitalization companies.


REASONS FOR THE PROPOSAL

	The Manager has recommended the change to the 
Portfolio's investment objective as described above because 
the proposed investment objective will allow the Portfolio 
to focus on a broader range of equity securities of 
companies with capitalizations at the time of purchase 
between $150 million and $1.5 billion. The Manager believes 
in today's economic environment that investment in such 
types of entities will provide the potential for more 
consistent and superior performance than being limited to 
investing in companies with capitalizations under $1 
billion.


REQUIRED VOTE

	Approval of  this Proposal requires a Majority Vote of 
the shareholders of the Portfolio.

	This change in investment objective is being proposed 
to shareholders of the Portfolio in accordance with the 
terms of the Trust's prospectus, as amended.  If this 
proposal is not approved by shareholders of the Portfolio, 
the Portfolio will continue to be managed under its existing 
investment objective.

	THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS 
VOTE "FOR" THE CHANGE TO THE PORTFOLIO'S INVESTMENT 
OBJECTIVE.


PROPOSAL 3:

	TO APPROVE OR DISAPPROVE A PROPOSED AMENDMENT TO THE 
PORTFOLIO'S INVESTMENT RESTRICTION REGARDING ILLIQUID 
SECURITIES AND TO CHANGE THIS RESTRICTION TO NON-
FUNDAMENTAL.

	The Board of Trustees has proposed an amendment to the 
Portfolio's fundamental investment restriction regarding 
illiquid securities.  Currently, the Portfolio's investment 
restrictions include a fundamental restriction which 
provides that the Portfolio may not:

	Invest more than 10% of its assets (taken at current 
value at the time of each purchase) in illiquid securities 
including repurchase agreements maturing in more than seven 
days.

	It is proposed to change this restriction from a 
fundamental restriction which may be amended only with the 
approval of shareholders as described below to a non-
fundamental restriction which may be changed without further 
shareholder approval.

	As an open-end investment company, the Trust may not 
hold a significant amount of illiquid securities because 
these securities may not be susceptible to accurate 
valuation and because it is possible that the Portfolio 
would have difficulty liquidating such securities in order 
to satisfy requests to redeem shares within seven days, as 
is required for open-end investment companies.  In general, 
illiquid securities have included securities subject to 
contractual or legal restrictions on resale, securities for 
which there is no readily available market and repurchase 
agreements or time deposits maturing in greater than seven 
days.  However, the securities markets are evolving and new 
types of instruments have developed that make the 
Portfolio's present policies on illiquid investments 
overbroad and unnecessarily restrictive.  For example, many 
foreign securities are not registered in the United States 
and may not be sold in the United States without 
registration under the U.S. securities laws, but these 
securities trade freely in their principal  markets abroad.  
The markets for some types of securities are almost 
exclusively institutional - repurchase agreements, 
commercial paper, many types of municipal securities and 
some corporate bonds and notes.  These instruments are often 
either exempt from registration or sold in transactions not 
requiring registration.  Institutional investors will 
therefore often depend either on the issuer's ability to 
honor a demand for repayment in less than seven days or on 
an efficient institutional market in which the unregistered 
security can readily be resold.  The fact that there may be 
legal or contractual restrictions on resale to the general 
public, therefore, does not necessarily determine the 
liquidity of these investments.

	In order to take advantage of regulatory initiatives 
and the increasingly liquid institutional trading markets, 
the Board recommends that the Portfolio reclassify as non-
fundamental its policies regarding investments in illiquid 
securities.  If approved by shareholders, the Board intends 
to adopt a non-fundamental policy limiting the Portfolio's 
investments in illiquid securities to not more than 15% of 
its net assets, which is consistent with the current 
Securities and Exchange Commission ("SEC") staff position on 
illiquid investments.  

	If this proposal is approved by shareholders, the 
specific types of securities that may be deemed to be 
illiquid will be determined by the Board in a manner 
consistent with current regulatory positions of the SEC and 
its staff.  By making the Portfolio's policy on illiquid 
securities non-fundamental, the Portfolio will be able to 
respond more rapidly to regulatory and market developments 
because no shareholder vote will be required to redefine the 
types of securities that are deemed illiquid.  If approved 
by shareholders, this investment restriction will be amended 
to provide that the Portfolio will not:

	Invest more than 15% of its net assets (taken at 
current value at the time of each purchase) in illiquid 
securities including repurchase agreements maturing in more 
than seven days.


REQUIRED VOTE

	Approval of this Proposal requires a Majority Vote of 
the shareholders of the Portfolio.

	THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS 
VOTE "FOR" THE AMENDMENT TO THE PORTFOLIO'S INVESTMENT 
RESTRICTION REGARDING ILLIQUID SECURITIES.


SUBMISSION OF SHAREHOLDER PROPOSALS

	The Trust is not generally required to hold annual or 
special meetings of the shareholders.  Shareholders wishing 
to submit proposals for inclusion in a proxy statement for a 
subsequent shareholders' meeting should send their written 
proposals to the Assistant Secretary of the Trust, c/o First 
Data Investor Services Group, Inc., Mailzone BOS865, 53 
State Street, Boston, MA  02109.


SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

	Shareholders holding at least 10% of the Trust's 
outstanding voting securities (as defined in the 1940 Act) 
may require the calling of a meeting of the Trust's 
shareholders for the purpose of voting on the removal of any 
Board member.  Meetings of the Trust's shareholders for any 
other purpose will also be called by the Board when 
requested in writing by shareholders holding at least 10% of 
the Shares then outstanding or, if the Board members shall 
fail to call or give notice of any meeting of shareholders 
for a period of 30 days after such application, shareholders 
holding at least 10% of the Shares then outstanding may call 
and give notice of such meeting.


OTHER MATTERS TO COME BEFORE THE MEETING

	The Board does not intend to present any other 
business at the Special Meeting other than as described in 
this Proxy Statement, nor is the Board aware that any 
shareholder intends to do so.  If, however, any other 
matters are properly brought before the Special Meeting, the 
persons named in the accompanying proxy card will vote 
thereon in accordance with their judgment.


September 16, 1996


IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE 
THEREFORE URGED TO COMPLETE, SIGN, DATE, AND RETURN THE 
PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID 
ENVELOPE.


	EXHIBIT A



THE DREYFUS CORPORATION

		Net Assets	
		as of 	
	Investment Company	August 22, 1996	Annual Fee 
Rate

Dreyfus Small Company			$11.8 million	
	Management Fee-
Value Fund (a series of						.75% 
to Dreyfus.
Dreyfus Growth and Value				
	Dreyfus pays The
Funds, Inc.)							Boston 
Company Asset
								Management, 
Inc.
								.375% as 
sub-adviser.	





	EXHIBIT B

INVESTMENT ADVISORY AGREEMENT


	AGREEMENT made this 16th day of September, 1996, by 
and between The Dreyfus Corporation,  a New York corporation 
(the "Adviser"), and Endeavor Investment Advisers, a 
California general partnership (the "Manager").

	WHEREAS, the Manager has been organized to serve as 
investment manager and administrator of Endeavor Series 
Trust (the "Trust"), a Massachusetts business trust which 
has filed a registration statement under the Investment 
Company Act of 1940, as amended (the "1940 Act") and the 
Securities Act of 1933 (the "Registration Statement"); and

	WHEREAS, the Trust is comprised of several separate 
investment portfolios, one of which is the Value Small Cap 
Portfolio (the "Portfolio"); and

	WHEREAS, the Manager desires to avail itself of the 
services, information, advice, assistance and facilities of 
an investment adviser to assist the Manager in performing 
services for the Portfolio; and

	WHEREAS, the Adviser is registered under the 
Investment Advisers Act of 1940, as amended, and is engaged 
in the business of rendering investment advisory services to 
investment companies and other institutional clients and 
desires to provide such services to the Manager;

	NOW, THEREFORE, in consideration of the terms and 
conditions hereinafter set forth, it is agreed as follows:

	1.	Employment of the Adviser.  The Manager hereby 
employs the Adviser to manage the investment and 
reinvestment of the assets of the Portfolio, subject to the 
control and direction of the Trust's Board of Trustees, for 
the period and on the terms hereinafter set forth.  The 
Adviser hereby accepts such employment and agrees during 
such period to render the services and to assume the 
obligations herein set forth for the compensation herein 
provided.  The Adviser shall for all purposes herein be 
deemed to be an independent contractor and shall, except as 
expressly provided or authorized (whether herein or 
otherwise), have no authority to act for or represent the 
Manager, the Portfolio or the Trust in any way.

	2.	Obligations of and Services to be Provided by 
the Adviser.  The Adviser undertakes to provide the 
following services and to assume the following obligations:

	a.	The Adviser shall manage the investment and 
reinvestment of the portfolio assets of the Portfolio, all 
without prior consultation with the Manager, subject to and 
in accordance with the respective investment objectives and 
policies of the Portfolio set forth in the Trust's 
Registration Statement, as such Registration Statement may 
be amended from time to time, and any written instructions 
which the Manager or the Trust's Board of Trustees may issue 
from time-to-time in accordance therewith.  In pursuance of 
the foregoing, the Adviser shall make all determinations 
with respect to the purchase and sale of portfolio 
securities and shall take such action necessary to implement 
the same.  The Adviser shall render regular reports to the 
Trust's Board of Trustees and the Manager concerning the 
investment activities of the Portfolio.

	b.	To the extent provided in the Trust's 
Registration Statement, as such Registration Statement may 
be amended from time to time, the Adviser shall, in the name 
of the Portfolio, place orders for the execution of 
portfolio transactions with or through such brokers, dealers 
or banks as it may select including affiliates of the 
Adviser and, complying with Section 28(e) of the Securities 
Exchange Act of 1934, may pay a commission on transactions 
in excess of the amount of commission another broker-dealer 
would have charged.

	c.	In connection with the placement of orders for 
the execution of the portfolio transactions of the 
Portfolio, the Adviser shall create and maintain all 
necessary records pertaining to the purchase and sale of 
securities by the Adviser on behalf of the Portfolio in 
accordance with all applicable laws, rules and regulations, 
including but not limited to records required by Section 
31(a) of the 1940 Act.  All records shall be the property of 
the Trust and shall be available for inspection and use by 
the Securities and Exchange Commission ("SEC"), the Trust, 
the Manager or any person retained by the Trust.  Where 
applicable, such records shall be maintained by the Adviser 
for the periods and in the places required by Rule 31a-2 
under the 1940 Act.

	d.	The Adviser shall bear its expenses of providing 
services pursuant to this Agreement.

	3.	Compensation of the Adviser.  In consideration 
of services rendered pursuant to this Agreement, the Manager 
will pay the Adviser a fee at the annual rate of the value 
of the Portfolio's average daily net assets set forth in 
Schedule A hereto.  Such fee shall be accrued daily and paid 
monthly as soon as practicable after the end of each month.  
If the Adviser shall serve for less than the whole of any 
month, the foregoing compensation shall be prorated.  For 
the purpose of determining fees payable to the Adviser, the 
value of the Portfolio's net assets shall be computed at the 
times and in the manner specified in the Trust's 
Registration Statement.

	4.	Activities of the Adviser.  The services of the 
Adviser hereunder are not to be deemed exclusive, and the 
Adviser shall be free to render similar services to others 
and to engage in other activities, so long as the services 
rendered hereunder are not impaired.

	5.	Use of Names.  The Adviser hereby consents to 
the name of the Portfolio being changed, effective upon 
shareholder approval, to "Dreyfus Small Cap Value 
Portfolio."  The Manager shall not use the name of the 
Adviser or its parent in any prospectus, sales literature or 
other material relating to the Trust in any manner not 
approved prior thereto by the Adviser; provided, however, 
that the Adviser shall approve all uses of its name and that 
of its parent which merely refer in accurate terms to its 
appointment hereunder or which are required by the SEC or a 
state securities commission; and, provided, further, that in 
no event shall such approval be unreasonably withheld.  The 
Adviser shall not use the name of the Trust or the Manager 
in any material relating to the Adviser in any manner not 
approved prior thereto by the Manager; provided, however, 
that the Manager shall approve all uses of its or the 
Trust's name which merely refer in accurate terms to the 
appointment of the Adviser hereunder or which are required 
by the SEC or a state securities commission; and, provided 
further, that in no event shall such approval be 
unreasonably withheld.

	The Manager recognizes that from time-to-time 
directors, officers and employees of the Adviser may serve 
as directors, trustees, partners, officers and employees of 
other corporations, business trusts, partnerships or other 
entities (including other investment companies) and that 
such other entities may include the name "Dreyfus" as part 
of their name, and that the Adviser or its affiliates may 
enter into investment advisory, administration or other 
agreements with such other entities.  If the Adviser ceases 
to act as the Portfolio's investment adviser pursuant to 
this Agreement, the Manager agrees that, at the Adviser's 
request, it will cause the Trust to take all necessary 
action to change the name of the Portfolio to a name not 
including "Dreyfus" in any form or combination of words.

	6.	Liability of the Adviser.  Absent willful 
misfeasance, bad faith, gross negligence, or reckless 
disregard of obligations or duties hereunder on the part of 
the Adviser, the Adviser shall not be liable for any act or 
omission in the course of, or connected with, rendering 
services hereunder or for any losses that may be sustained 
in the purchase, holding or sale of any security.  Nothing 
herein shall constitute a waiver of any rights or remedies 
which the Trust may have under any federal or state 
securities laws.

	7.	Limitation of Trust's Liability.  The Adviser 
acknowledges that it has received notice of and accepts the 
limitations upon the Trust's liability set forth in its 
Agreement and Declaration of Trust.  The Adviser agrees that 
any of the Trust's obligations shall be limited to the 
assets of the Portfolio and that the Adviser shall not seek 
satisfaction of any such obligation from the shareholders of 
the Trust nor from any Trust officer, employee or agent of 
the Trust.

	8.	Renewal, Termination and Amendment.  This 
Agreement shall continue in effect, unless sooner terminated 
as hereinafter provided, for a period of two years from the 
date hereof and shall continue in full force and effect for 
successive periods of one year thereafter, but only so long 
as each such continuance as to the Portfolio is specifically 
approved at least annually by vote of the holders of a 
majority of the outstanding voting securities of the 
Portfolio or by vote of a majority of the Trust's Board of 
Trustees'; and further provided that such continuance is 
also approved annually by the vote of a majority of the 
Trustees who are not parties to this Agreement or interested 
persons of any such party, cast in person at a meeting 
called for the purpose of voting on such approval.  This 
Agreement may be terminated as to the Portfolio at any time, 
without payment of any penalty, by the Trust's Board of 
Trustees, by the Manager, or by a vote of the majority of 
the outstanding voting securities of the Portfolio upon 60 
days' prior written notice to the Adviser, or by the Adviser 
upon 150 days' prior written notice to the Manager, or upon 
such shorter notice as may be mutually agreed upon.  This 
Agreement shall terminate automatically and immediately upon 
termination of the Management Agreement dated November 23, 
1992 between the Manager and the Trust.  This Agreement 
shall terminate automatically and immediately in the event 
of its assignment.  The terms "assignment" and "vote of a 
majority of the outstanding voting securities" shall have 
the meaning set forth for such terms in the 1940 Act.  This 
Agreement may be amended at any time by the Adviser and the 
Manager, subject to approval by the Trust's Board of 
Trustees and, if required by applicable SEC rules and 
regulations, a vote of a majority of the Portfolio's 
outstanding voting securities.

	9.	Confidential Relationship.  Any information and 
advice furnished by either party to this Agreement to the 
other shall be treated as confidential and shall not be 
disclosed to third parties except as required by law.

	10.	Severability.  If any provision of this 
Agreement shall be held or made invalid by a court decision, 
statute, rule or otherwise, the remainder of this Agreement 
shall not be affected thereby.

	11.	Miscellaneous.  This Agreement constitutes the 
full and complete agreement of the parties hereto with 
respect to the subject matter hereof.  Each party agrees to 
perform such further actions and execute such further 
documents as are necessary to effectuate the purposes 
hereof.  This Agreement shall be construed and enforced in 
accordance with and governed by the laws of the State of 
California.  The captions in this Agreement are included for 
convenience only and in no way define or delimit any of the 
provisions hereof or otherwise affect their construction or 
effect.  This Agreement may be executed in several 
counterparts, all of which together shall for all purposes 
constitute one Agreement, binding on all the parties.

	IN WITNESS WHEREOF, the parties have duly executed 
this Agreement as of the date first written above.



ENDEAVOR INVESTMENT ADVISERS

BY:	Endeavor Management Co.,
	Managing Partner

BY:	___________________________
	Authorized Officer

THE DREYFUS CORPORATION

BY:	____________________________
	Authorized Officer



SCHEDULE A



Value Small Cap						.375% of 
average daily
Portfolio							net assets.


ENDEAVOR SERIES TRUST
VALUE SMALL CAP PORTFOLIO
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE 
BOARD OF TRUSTEES.

The undersigned contract owner, annuitant or 
participant, by completing this form does hereby 
appoint PFL Life Insurance Company, attorneys and 
proxies for the undersigned, with full powers of 
substitution and revocation, to represent the 
undersigned and to vote on behalf of the undersigned 
all shares of the Value Small Cap Portfolio (the 
"Portfolio") of Endeavor Series Trust (the "Trust") 
which the undersigned is entitled to vote at a 
Special Meeting of Shareholders to be held at 10:00 
a.m. P.S.T. on October 29, 1996 at the offices of the 
Trust, 2101 East Coast Highway, Suite 300, Corona del 
Mar, CA 92625 and at any adjournments thereof.

The interest represented by this proxy will be voted 
as directed below, or if no direction is indicated, 
will be voted FOR all proposals below.  If a proxy is 
not received from a particular contract owner, 
participant or annuitant, then votes attributable to 
his interest will be allocated in the same ratio as 
votes for which instructions have been received.

Please vote by checking your response.

	1.  To approve a new investment advisory 
agreement between Endeavor	  FOR			  AGAINST	
	  ABSTAIN
	Investment Advisers and The Dreyfus Corporation 
(Proposal 1).

	2.  To approve a change to the Portfolio's 
investment objective		  FOR			  AGAINST	
	  ABSTAIN
	(Proposal 2).

	3.  To approve a proposed amendment to the 
Portfolio's investment	  FOR			  AGAINST	
	  ABSTAIN
	restriction regarding illiquid securities, 
changing this restriction to	
	non-fundamental (Proposal 3).

The undersigned, by completing this form does hereby 
request that the proxy by authorized to exercise its 
discretion in voting upon such other business as may 
properly come before the meeting.

TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN ON THE 
REVERSE SIDE

			PLEASE VOTE, DATE, SIGN EXACTLY AS 
YOUR NAME APPEARS BELOW AND RETURN THIS FORM IN THE 
ENCLOSED SELF-ADDRESSED ENVELOPE. 

			NOTE:  The undersigned hereby 
acknowledges receipt of the Notice of Special 
	Meeting and Proxy Statement, and revokes any 
proxy heretofore given with respect to the votes by 
this proxy.
Dated ____________________, 1996			
	__________________________
								
	(Signature)


ENDEAVOR SERIES TRUST
VALUE SMALL CAP PORTFOLIO
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE 
BOARD OF TRUSTEES.

The undersigned contract owner, annuitant or 
participant, by completing this form does hereby 
appoint AUSA Life Insurance Company, Inc., attorneys 
and proxies for the undersigned, with full powers of 
substitution and revocation, to represent the 
undersigned and to vote on behalf of the undersigned 
all shares of the Value Small Cap Portfolio (the 
"Portfolio") of Endeavor Series Trust (the "Trust") 
which the undersigned is entitled to vote at a 
Special Meeting of Shareholders to be held at 10:00 
a.m. P.S.T. on October 29, 1996 at the offices of the 
Trust, 2101 East Coast Highway, Suite 300, Corona del 
Mar, CA 92625 and at any adjournments thereof.

The interest represented by this proxy will be voted 
as directed below, or if no direction is indicated, 
will be voted FOR all proposals below.  If a proxy is 
not received from a particular contract owner, 
participant or annuitant, then votes attributable to 
his interest will be allocated in the same ratio as 
votes for which instructions have been received.

Please vote by checking your response.

	1.  To approve a new investment advisory 
agreement between Endeavor	  FOR			  AGAINST	
	  ABSTAIN
	Investment Advisers and The Dreyfus Corporation 
(Proposal 1).

	2.  To approve a change to the Portfolio's 
investment objective		  FOR			  AGAINST	
	  ABSTAIN
	(Proposal 2).

	3.  To approve a proposed amendment to the 
Portfolio's investment	  FOR			  AGAINST	
	  ABSTAIN
	restriction regarding illiquid securities, 
changing this restriction to	
	non-fundamental (Proposal 3).

The undersigned, by completing this form does hereby 
request that the proxy by authorized to exercise its 
discretion in voting upon such other business as may 
properly come before the meeting.

TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN ON THE 
REVERSE SIDE

			PLEASE VOTE, DATE, SIGN EXACTLY AS 
YOUR NAME APPEARS BELOW AND RETURN THIS FORM IN THE 
ENCLOSED SELF-ADDRESSED ENVELOPE. 

			NOTE:  The undersigned hereby 
acknowledges receipt of the Notice of Special Meeting 
and Proxy Statement, and revokes any proxy heretofore 
given with respect to the votes by this proxy.
Dated ____________________, 1996			
	__________________________
								
	(Signature)


SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [    ]
Check the appropriate box:

[    ]	Preliminary Proxy Statement
[ X ]	Definitive Proxy Statement
[    ]	Definitive Additional Materials
[    ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 
240.14a-12

 . . . . . . . . . . . . . . . .Value Small Cap Portfolio, a series of Endeavor 
Series Trust . . . . . . . . . . . . . . . 
(Name of Registrant as Specified In Its Charter)

 . . . . . . . . . . . . . . . . . . . . . . . . . . .Gail A. Hanson, Esq. . .
 . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . . . . 
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[    ]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[    ]	$500 per each party to the controversy pursuant to Exchange Act 
Rule 14a-6(i)(3).
[    ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 
and 0-11.

1)	Title of each class of securities to which transaction applies:

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . 
2)	Aggregate number of securities to which transaction applies:

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . 
3)	Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11:1

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . 
4)	Proposed maximum aggregate value of transaction:

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . 

1	Set forth the amount on which the filing fee is calculated and state 
how it was determined.

[  ]	Check box if any part of the fee is offset as provided by Exchange 
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
paid previously.  Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . .	

2)	Form, Schedule or Registration Statement No.:

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . .	

3)	Filing Party:

	 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . .	

4)	Date Filed:

	 . . . . . . . . . . . . . September 12, 1996. . . . . . . . . . . . . . . . 
 .. . . . . . 
 . . . . . . 




2

A-1

B-1