AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BYLAWS OF

         THE DREYFUS/LAUREL FUNDS TRUST

      (Formerly, THE BOSTON COMPANY FUND)

As of April 22, 2004, Articles 2 and 11 of the Bylaws of The Dreyfus/Laurel Funds

Trust are amended as follows:

                     ARTICLE 2

            Meetings of Trustees

Section 2.6 Action Without a Meeting. Any action required or permitted to be taken

at any meeting of the Trustees may be taken without a meeting if written consents thereto

are signed by a majority of the Trustees and such written consents are filed with the

records of the meetings of the board.

               ARTICLE 11

                  Shareholders

Section 11.3 Voting – Proxies. At all meetings of shareholders, every shareholder of

record entitled to vote thereat may vote either in person or by proxy, provided that such

proxy is authorized to act by (1) a written instrument executed either by the shareholder or

by his duly authorized attorney in fact (who may be so authorized by a writing or by any

non-written means permitted by the laws of the Commonwealth of Massachusetts) or (2)

electronic, telephonic, facsimile, computerized means or such other alternative means as

may be approved by a resolution adopted by the Trustees.

                        Steven F. Newman

                        Secretary