Independent Accountant's  Report

To the Board of Directors
Dreyfus Growth and Value Funds, Inc.-Dreyfus Midcap
Value Fund

We have examined management's assertion about
Dreyfus Growth and Value Funds, Inc.-Dreyfus Midcap
Value Fund's
(the "Company") compliance with the requirements of
subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 ("the Act") as of
March 31, 2001, with respect to securities and
similar investments reflected in the investment account
of the Company, included in the accompanying Management
Statement Regarding Compliance with Certain Provisions of
the Investment Company Act of 1940.  Management is
responsible for the Company's compliance with those
requirements.  Our responsibility is to express an opinion on
management's assertion about the Company's compliance
based on our examination.

Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and accordingly, included examining, on a
test basis, evidence about the Company's compliance with
those requirements and performing such other procedures
as we considered necessary in the circumstances. Included
among our procedures were the following tests performed
as of March 31, 2001, and with respect to
agreement of security and similar investments purchases
and sales, for the period from November 30, 2000
(the date of last examination) through March 31, 2001;

Count and inspection of all securities and similar investments
located in the vault of Mellon Bank in New York, without
prior notice to management;

Confirmation of all securities and similar investments held by
institutions in book entry form (i.e., the Federal Reserve Bank
of Boston, the Depository Trust Company and the Participant
Trust Company);

Reconciliation of confirmation results as to all such securities
and investments to the books and records of the Company and
Mellon Bank;

Confirmation of all repurchase agreements, if any, with
brokers/banks and agreement of underlying collateral with
Mellon Bank's records;

Agreement of investment purchases and sales or maturities
since our last examination from the books and records of the
Company to broker confirmations.

We believe that our examination provides a reasonable basis
for our opinion.   Our examination does not provide a legal
determination on the Company's compliance with specified
requirements.

In our opinion, management's assertion that
Dreyfus Growth and Value Funds, Inc.-Dreyfus Midcap
Value Fund was in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2
of the Investment Company Act of 1940 as of
March 31, 2001 with respect to
securities and similar investments reflected in the
investment account of the Company is fairly stated,
in all material respects.

This report is intended solely for the information and
use of management of Dreyfus Growth and Value Funds,
Inc.-Dreyfus Midcap Value Fund
and the Securities and Exchange Commission and should
not be used for any other purpose.

               ERNST & YOUNG LLP

New York, New York
May 30, 2001




          UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
       Washington, DC 20549

           FORM N-17f-2

Certificate of Accounting or Securities and Similar
  Investments in the Custody of
 Management Investment Companies

Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

1. Investment Company Act File     Date examination
    Number:              completed:
    811- 7123            May 30, 2001

2.   State Identification Number:

AL   AK   AZ   AR   CA   CO
CT   DE   DC   FL   GA   HI
ID   IL   IN   IA   KS   KY
LA   ME   MD   MA   MI   MN
MS   MO   MI   NE   NV   NH
NJ   NM   NY   NC   ND   OH
OK   OR   PA   RI   SC   SD
TN   TX   UT   VT   VA   WA
WV   WI   WY   PUERTO
               RICO

Other
Specify:

3.   Exact name of investment company as specified
     in registration statement:

4.   Address of principal executive office: (number,
     street, city, state,  zip code) 200 Park Avenue,
     55th Floor , New York, NY 10166

INSTRUCTIONS

     The Form must be completed by investment
     companies that have custody of securities or
     similar investments

Investment Company

1.   All items must be completed by the investment
     company.

2.   Give this Form to the independent public accountant
     who, in compliance with Rule 17f-2 under the Act
     and applicable state law, examine securities and
     similar investments in the custody of the investment
     company.

Accountant

3.   Submit this Form to the Securities and Exchange
     Commission and appropriate state securities
     administrators when filing the certificate of
     accounting required by Rule 17f-2 under the Act
     and applicable state law.  File the original and one
     copy with the Securities and Exchange
     Commissions's principal office in Washington D.C.,
     one copy with the regional office for the region in
     which the investment company's principal business
     operations are conducted, and one copy with the
     appropriate state administrator(s), if applicable.

 THIS FORM MUST BE GIVEN TO YOUR
  INDEPENDENT PUBLIC ACCOUNTANT


Management Statement Regarding Compliance with
        Certain Provisions
of the Investment Company Act of 1940

We, as members of management of Dreyfus Growth and
Value Funds, Inc.-Dreyfus Midcap Value Fund (the
"Company"), are responsible for complying with the
requirements of subsections (b) and (c) of Rule 17f-2,
"Custody of Investments by Registered Management
Investment Companies," of the Investment Company

Act of 1940.  We are also responsible for establishing
and maintaining effective controls over compliance with
those requirements.  We have performed an evaluation
of the Company's compliance with the requirements of
subsections (b) and (c) of Rule 17f-2 as of March 31, 2001.

Based on this evaluation, we assert that the Company
was in compliance with the requirements of subsections
(b) and (c) of Rule 17f-2 of the Investment Company Act
of 1940 as of March 31, 2001 with respect to securities and
similar investments reflected in the investment account
of the Company.

Dreyfus Growth and Value Funds, Inc.-Dreyfus Midcap
Value Fund

By:

     /s/Joseph W. Connolly
     Joseph W. Connolly,
     Vice President & Treasurer
     The Dreyfus Corporation

     ___________________
     James Windels
     Assistant Treasurer
     Dreyfus Growth and Value Funds, Inc.-
     Dreyfus Midcap Value Fund