N-CSR 1 formncsr.htm FORM NCSR-085 formncsr
    UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION 
    Washington, D.C. 20549 
 
 
    FORM N-CSR 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT 
    INVESTMENT COMPANIES 
 
Investment Company Act file number 811-3940 
 
    Dreyfus Premier New Leaders Fund, Inc. 
    (Exact name of Registrant as specified in charter) 
 
 
    c/o The Dreyfus Corporation 
    200 Park Avenue 
    New York, New York 10166 
    (Address of principal executive offices) (Zip code) 
 
    Mark N. Jacobs, Esq. 
    200 Park Avenue 
    New York, New York 10166 
    (Name and address of agent for service) 
 
Registrant's telephone number, including area code: (212) 922-6000 
 
Date of fiscal year end:    12/31 
 
Date of reporting period:    12/31/05 


FORM N-CSR

Item 1. Reports to Stockholders.

  Dreyfus Premier
New Leaders Fund, Inc.

ANNUAL REPORT December 31, 2005


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The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value


    Contents 
 
    THE FUND 


2    Letter from the Chairman 
3    Discussion of Fund Performance 
6    Fund Performance 
8    Understanding Your Fund's Expenses 
8    Comparing Your Fund's Expenses 
    With Those of Other Funds 
9    Statement of Investments 
15    Statement of Assets and Liabilities 
16    Statement of Operations 
17    Statement of Changes in Net Assets 
20    Financial Highlights 
25    Notes to Financial Statements 
32    Report of Independent Registered 
    Public Accounting Firm 
33    Important Tax Information 
34    Information About the Review and Approval 
    of the Fund's Management Agreement 
39    Board Members Information 
41    Officers of the Fund 
 
    FOR MORE INFORMATION 


    Back Cover 


  Dreyfus Premier
New Leaders Fund, Inc.

The Fund

LETTER FROM THE CHAIRMAN

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Premier New Leaders Fund, Inc., covering the 12-month period from January 1, 2005, through December 31, 2005. Inside, you'll find valuable information about how the fund was managed during the reporting period, including a discussion with the fund's portfolio managers, John S. Cone, Oliver Buckley, Langton C. Garvin and Kristin Crawford, each of whom is a member of the Midcap Team of Franklin Portfolio Associates, LLC.

Stocks generally absorbed both good and bad news in 2005 to post modestly positive total returns. On the plus side, an expanding U.S. economy and low inflation helped support corporate earnings in most industry groups. Negative influences included rising short-term interest rates and escalating energy prices, which many analysts feared might erode corporate profits. In addition, hurricanes Katrina, Rita and Wilma disrupted economic activity along the Gulf Coast.

We expect the U.S. economy to continue its moderate expansion in 2006, fueled in part by a rebound in corporate capital spending and exports. The labor market likely will remain relatively strong while inflation should stay low, supporting consumers' real incomes. Risks in the new year include the possible end of the boom in the housing market, where we believe prices are more likely to stall than plunge.

As always, we encourage you to speak with your financial consultant about how these and other market forces may affect your investments. Thank you for your continued confidence and support.

Sincerely,

Stephen E. Canter

Chairman and Chief Executive Officer The Dreyfus Corporation January 17, 2006

2


DISCUSSION OF FUND PERFORMANCE

Franklin Portfolio Associates Midcap Team, Portfolio Managers

How did Dreyfus Premier New Leaders Fund, Inc. perform relative to its benchmark?

For the 12-month period ended December 31, 2005, the fund produced total returns of 14.40% for its Class A shares, 13.48% for its Class B shares, 13.49% for its Class C shares, 14.48% for its Class R shares and 14.12% for its Class T shares.1 In comparison, the Russell Midcap Index (the "Index"), the fund's benchmark, produced a total return of 12.65% for the same period.2

We attribute these results to continuing U.S. economic growth, which allayed investors' concerns regarding rising interest rates and potential inflationary pressures, particularly during the second half of the reporting period. Midcap stocks responded particularly strongly to these conditions, outperforming their small- and large-cap counterparts by a significant degree.The fund produced higher returns than the Index, with strong results during the second half of the reporting period more than making up for lagging performance during the first half. Strong individual stock selections accounted for most of the fund's relatively good second half performance, along with slightly overweighted positions in the energy and basic materials sectors.

What is the fund's investment approach?

With the appointment of the current management team on June 30, 2005, the fund employs an investment process based on a "bottom-up" approach that seeks to identify undervalued securities using a quantitative screening process. This process is driven by a proprietary quantitative model which uses over 40 factors to identify and rank stocks based on:

  • fundamental momentum, meaning measures that reflect the changes in short-term earnings outlook through factors such as revised earn- ings estimates and earnings surprises;
  • relative value, such as current and forecasted price-to-earnings ratios, price-to-book ratios, yields and other price-sensitive data for a stock compared to its past, its peers and the models' overall stock universe;

The Fund 3


DISCUSSION OF FUND PERFORMANCE (continued)

  • future value, such as discounted present value measures;
  • long-term growth, based on measures that reflect the changes in esti- mated long-term earnings growth over multiple horizons; and
  • additional factors, such as technical factors, trading by company insid- ers or share issuance/buy-back data.

Next, through a "bottom-up" approach, the portfolio managers focus on stock selection as opposed to making proactive decisions about industry or sector exposure. Over time, the portfolio managers attempt to construct a portfolio that has exposure to industries and market capitalizations that is generally similar to the fund's benchmark. Finally, within each sector, the portfolio managers seek to overweight the most attractive stocks and underweight or not hold the stocks that have been ranked least attractive.

What other factors influenced the fund's performance?

Higher energy prices, rising short-term interest rates and investors' concerns regarding the possibility of slower economic growth inhibited the market's advance during the first half of 2005. Although midcap stocks produced slightly stronger performance than their small- and large-cap counterparts, the fund lagged its benchmark modestly early in 2005 due primarily to the disappointing performance of pharmaceutical developer Elan Corporation, which experienced the failure of a promising drug under development. Relative performance also suffered due to the fund's underweighted position to Real Estate Investment Trusts (REITs).

After the current management team assumed responsibility for the fund near mid-year, the fund's quantitatively based investment approach led us to reduce the differences between the fund's sector allocations and those of the benchmark. Nonetheless, our bottom-up security selection found a relatively high number of opportunities in the energy and basic materials areas, which contributed positively to returns later in 2005.

Generally, the fund's earnings and momentum-based models proved to be more effective over the second half of 2005 than value-based models in identifying strong performing stocks. Top performers included

4


coal producer Peabody Energy, heavy machinery maker Joy Global, semiconductor designer and manufacturer Marvell Technology Group and European regional airline Ryanair Holdings. On the other hand, the fund's gains relative to the benchmark were held back by weak performance in other holdings, most notably health care services provider HealthSouth, residential construction company Toll Brothers and electric utility CMS Energy. Independent energy exploration and production company Chesapeake Energy, which generated some of the fund's greater gains in the third quarter of the year, proved to be one of its weaker performers in the fourth quarter when the stock declined in response to softening oil and gas prices.

What is the fund's current strategy?

Our quantitative,"bottom-up" investment approach is at the core of our efforts to add value for the fund's investors. As of December 31, 2005, the fund's exposures to various market sectors and industries fell within approximately 2% of the Index's weightings. Holdings within each market sector were diversified across stocks that exhibit the value,growth, and other characteristics favored by our disciplined process. Currently, value-based models account for roughly 45% of our quantitative stock screening process, earnings/momentum-based models account for approximately 45%, and additional factors account for about 10%.

January 17, 2006

1    Total return includes reinvestment of dividends and any capital gains paid. Past performance is no 
    guarantee of future results. Share price and investment return fluctuate such that upon redemption, 
    portfolio shares may be worth more or less than their original cost.The portfolio's performance does 
    not reflect the deduction of additional charges and expenses imposed in connection with investing 
    in variable insurance contracts, which will reduce returns. 
2    SOURCE: LIPPER INC. — Reflects reinvestment of dividends and, where applicable, capital 
    gain distributions.The Russell Midcap Index is a widely accepted, unmanaged index of medium- 
    cap stock market performance. 
    Franklin Portfolio Associates is an independently managed, wholly owned subsidiary of Mellon 
    Financial Corporation. Franklin Portfolio Associates has no affiliation to the Franklin Templeton 
    Group of Funds or Franklin Resources, Inc.The fund's portfolio's managers are dual employees of 
    Franklin Portfolio Associates and Dreyfus. 

The Fund 5


FUND PERFORMANCE

Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in Class A shares of Dreyfus Premier New Leaders Fund, Inc. on 12/31/95 to a $10,000 investment made in the Russell Midcap Index (the "Index") on that date. All dividends and capital gain distributions are reinvested.

The performance of the fund's Class A shares shown in the line graph takes into account the maximum initial sales charge and all other applicable fees and expenses.The Index is a widely accepted, unmanaged index of medium-cap stock market performance.The Index does not take into account charges, fees and other expenses. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

Average Annual Total Returns as of 12/31/05             
 
    Inception                From 
    Date    1 Year    5 Years    10 Years    Inception 






Class A shares                     
with maximum sales charge (5.75%)    7.83%    5.54%    10.17%     
without sales charge        14.40%    6.80%    10.82%     
Class B shares                     
with applicable redemption charge     11/27/02    9.48%            17.47% 
without redemption    11/27/02    13.48%            18.15% 
Class C shares                     
with applicable redemption charge ††    11/27/02    12.49%            18.18% 
without redemption    11/27/02    13.49%            18.18% 
Class R shares    11/27/02    14.48%            19.30% 
Class T shares                     
with applicable sales charge (4.5%)    11/27/02    8.98%            16.97% 
without sales charge    11/27/02    14.12%            18.73% 

Past performance is not predictive of future performance.The fund's performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The maximum contingent deferred sales charge for Class B shares is 4%. After six years Class B shares convert to
Class A shares.
The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the
date of purchase.

The Fund 7


U N D E R S TA N D I N G YO U R F U N D ' S E X P E N S E S ( U n a u d i t e d )

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund's prospectus or talk to your financial adviser.

Review your fund's expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Premier New Leaders Fund, Inc. from July 1, 2005 to December 31, 2005. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment             
assuming actual returns for the six months ended December 31, 2005         
    Class A    Class B    Class C    Class R    Class T 






Expenses paid per $1,000     $ 6.15    $ 10.50    $ 10.24    $ 5.88    $ 7.26 
Ending value (after expenses)    $1,120.40    $1,115.60    $1,115.80    $1,120.60    $1,119.00 

C O M P A R I N G Y O U R    F U N D ' S E X P E N S E S 
W I T H T H O S E O F    O T H E R F U N D S ( U n a u d i t e d ) 

Using the SEC's method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund's expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment             
assuming a hypothetical 5% annualized return for the six months ended December 31, 2005 
    Class A    Class B    Class C    Class R    Class T 






Expenses paid per $1,000     $ 5.85    $ 10.01    $ 9.75    $ 5.60    $ 6.92 
Ending value (after expenses)    $1,019.41    $1,015.27    $1,015.53    $1,019.66    $1,018.35 

Expenses are equal to the fund's annualized expense ratio of 1.15% for Class A, 1.97% for Class B, 1.92% for Class C, 1.10% for Class R and 1.36% for Class T; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

  8

STATEMENT OF INVESTMENTS
December 31, 2005
Common Stocks—99.2%    Shares        Value ($) 




Advertising—.8%             
Lamar Advertising, Cl. A    182,800    a    8,434,392 
Aerospace & Defense—2.3%             
Empresa Brasileira de Aeronautica, ADR    356,000        13,919,600 
Rockwell Collins    255,000        11,849,850 
            25,769,450 
Air Courier Services—1.2%             
Expeditors International Washington    199,600        13,474,996 
Airlines—1.5%             
Ryanair Holdings, ADR    295,000    a    16,517,050 
Apparel, Accessories & Luxury Goods—4.8%         
American Eagle Outfitters    155,100        3,564,198 
Claire's Stores    136,300        3,982,686 
Coach    363,500    a    12,119,090 
Federated Department Stores    235,400        15,614,082 
Nordstrom    480,000        17,952,000 
            53,232,056 
Auto Parts—.4%             
Autoliv    90,000        4,087,800 
Banking—9.0%             
Comerica    102,500        5,817,900 
Commerce Bancorp/NJ    331,000    b    11,389,710 
Commerce Bancshares/Kansas City, MO    187,425        9,768,591 
First Horizon National    204,500        7,860,980 
Marshall & Ilsley    235,000        10,114,400 
North Fork Bancorporation    315,500        8,632,080 
Northern Trust    230,000        11,918,600 
Sovereign Bancorp    461,700        9,981,954 
UnionBanCal    175,000        12,026,000 
Washington Mutual    270,337        11,759,659 
            99,269,874 
Cable/Satellite—.4%             
EchoStar Communications, Cl. A    172,400    a    4,684,108 

The Fund 9


STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)    Shares    Value ($) 



Computers—2.8%         
Anteon International    261,000 a    14,185,350 
Cognizant Technology Solutions, Cl. A    116,200 a    5,850,670 
Network Appliance    411,700 a    11,115,900 
        31,151,920 
Electric Utilities—4.7%         
Alliant Energy    137,100    3,844,284 
Ameren    128,700    6,594,588 
CMS Energy    1,069,500    15,518,445 
DPL    128,300    3,337,083 
PG & E    430,500    15,980,160 
Pinnacle West Capital    172,100    7,116,335 
        52,390,895 
Electronics Distributors—.7%         
CDW    139,800    8,048,286 
Entertainment/Media—.8%         
Regal Entertainment Group, Cl. A    461,100 b    8,770,122 
Financial Services—3.6%         
Bear Stearns Cos.    62,800    7,255,284 
CIT Group    300,000    15,534,000 
Moody's    280,000    17,197,600 
        39,986,884 
Food—4.5%         
Dean Foods    361,400 a    13,610,324 
McCormick & Co.    350,000    10,822,000 
Smithfield Foods    287,100 a    8,785,260 
Whole Foods Market    214,200    16,576,938 
        49,794,522 
Health Care—8.8%         
Applera-Applied Biosystems Group    266,000    7,064,960 
Community Health Systems    365,000 a    13,994,100 
CR Bard    203,000    13,381,760 
DaVita    187,400 a    9,489,936 
Express Scripts    69,100 a    5,790,580 
Fisher Scientific International    90,500 a    5,598,330 
Healthsouth    1,850,000 a    9,065,000 
Hospira    315,000 a    13,475,700 

10


Common Stocks (continued)    Shares    Value ($) 



Health Care (continued)         
Kinetic Concepts    78,200 a    3,109,232 
UnitedHealth Group    198,000    12,303,720 
Universal Health Services, Cl. B    79,900    3,734,526 
        97,007,844 
Home Builders—3.0%         
DR Horton    22,600    807,498 
KB Home    154,500    11,225,970 
Lennar, Cl. A    226,200    13,802,724 
Toll Brothers    225,400 a    7,807,856 
        33,644,048 
Hotels, Resorts & Cruise Lines—4.0%         
Hilton Hotels    560,000    13,501,600 
Royal Caribbean Cruises    290,000    13,067,400 
Starwood Hotels & Resorts Worldwide    275,000    17,561,500 
        44,130,500 
Industrial Machinery—5.4%         
Cummins    50,200    4,504,446 
Joy Global    417,300    16,692,000 
Roper Industries    344,000    13,591,440 
Terex    178,000 a    10,573,200 
Trinity Industries    331,300    14,600,391 
        59,961,477 
Insurance Brokers/Services—5.4%         
Assurant    325,000    14,134,250 
Axis Capital Holdings    400,000    12,512,000 
Cigna    56,100    6,266,370 
Fidelity National Financial    137,000    5,040,230 
RenaissanceRe Holdings    195,000    8,601,450 
Willis Group Holdings    350,000    12,929,000 
        59,483,300 
Internet & Software—2.6%         
Check Point Software Technologies    502,500 a    10,100,250 
Checkfree    210,000 a    9,639,000 
Cognos    208,900 a    7,250,919 
SEI Investments    58,600    2,168,200 
        29,158,369 

The Fund 11


STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)    Shares    Value ($) 



Manufacturing—1.1%         
Ametek    300,000    12,762,000 
Mining & Metals—2.3%         
Alumina, ADR    700,000    15,281,000 
Placer Dome    427,100    9,793,403 
        25,074,403 
Oil & Gas—8.3%         
Chesapeake Energy    575,000 b    18,244,750 
ENSCO International    232,100    10,293,635 
Grant Prideco    302,100 a    13,328,652 
KeySpan    70,000    2,498,300 
Kinder Morgan    150,000    13,792,500 
Patterson-UTI Energy    535,000    17,628,250 
Pioneer Natural Resources    310,000    15,893,700 
        91,679,787 
Packaging & Containers—2.2%         
Crown Holdings    815,300 a    15,922,809 
Pactiv    361,100 a    7,944,200 
        23,867,009 
Personnel Services—.9%         
Manpower    223,000    10,369,500 
Pharmaceuticals—1.9%         
Millennium Pharmaceuticals    436,600 a    4,235,020 
Sepracor    166,100 a    8,570,760 
Teva Pharmaceutical Industries, ADR    183,500    7,892,335 
        20,698,115 
Real Estate Investment Trusts—4.1%     
Camden Property Trust    89,000    5,154,880 
Crescent Real Estate Equities    134,000    2,655,880 
Host Marriott    509,500    9,655,025 
iStar Financial    245,000    8,734,250 

12

Common Stocks (continued)    Shares    Value ($) 



Real Estate Investment Trusts (continued)     
SL Green Realty    53,100    4,056,309 
Trizec Properties    144,400    3,309,648 
Vornado Realty Trust    89,500    7,470,565 
Weingarten Realty Investors    114,600    4,333,026 
        45,369,583 
Semiconductors—6.5%         
Intersil, Cl. A    600,000    14,928,000 
Kla-Tencor    262,500    12,949,125 
Lam Research    383,500 a    13,683,280 
Marvell Technology Group    311,000 a    17,443,990 
Microchip Technology    386,500    12,425,975 
        71,430,370 
Specialty Chemicals—4.0%         
Ecolab    357,500    12,966,525 
International Flavors & Fragrances    215,000    7,202,500 
Peabody Energy    153,400    12,643,228 
Sigma-Aldrich    185,000    11,708,650 
        44,520,903 
Telecommunications Equipment—.9%     
Comverse Technology    372,500 a    9,904,775 
Wireless Telecommunications—.3%         
Nextel Partners, Cl. A    102,100 a    2,852,674 
Total Common Stocks         
(cost $820,875,128)        1,097,527,012 



 
Other Investment—.7%         



Registered Investment Company;         
Dreyfus Institutional Preferred         
Plus Money Market Fund         
(cost $7,822,000)    7,822,000 c    7,822,000 

The Fund 13


STATEMENT OF INVESTMENTS (continued)

Investment of Cash Collateral         
for Securities Loaned—2.1%    Shares    Value ($) 



Registered Investment Company;         
Dreyfus Institutional Cash Advantage Fund         
(cost $23,596,284)    23,596,284 c    23,596,284 



Total Investments (cost $852,293,412)    102.0%    1,128,945,296 
Liabilities, Less Cash and Receivables    (2.0%)    (22,639,861) 
Net Assets    100.0%    1,106,305,435 

  ADR—American Depository Receipts.
a Non-income producing.
b All or a portion of these securities are on loan. At December 31, 2005, the total market value of the fund's securities
on loan is $22,610,765 and the total market value of the collateral held by the fund is $23,596,284.
c Investment in affiliated money market mutual fund.
Portfolio Summary              
 
    Value (%)        Value (%) 




Banking    9.0    Apparel, Accessories     
Health Care    8.8    & Luxury Goods    4.8 
Oil & Gas    8.3    Electric Utilities    4.7 
Semiconductors    6.5    Food    4.5 
Industrial Machinery    5.4    Other    44.6 
Insurance Brokers/Services    5.4        102.0 

Based on net assets.
See notes to financial statements.

14


  STATEMENT OF ASSETS AND LIABILITIES
December 31, 2005
    Cost    Value 



Assets ($):         
Investments in securities—See Statement         
of Investments (including securities on loan,     
valued at $22,610,765)—Note 1(c):         
Unaffiliated issuers    820,875,128    1,097,527,012 
Affiliated issuers    31,418,284    31,418,284 
Cash        1,131,236 
Dividends and interest receivable        1,234,767 
Receivable for shares of Common Stock subscribed    1,098,037 
Prepaid expenses        35,744 
        1,132,445,080 



Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)    1,064,637 
Liability for securities on loan—Note 1(c)        23,596,284 
Payable for shares of Common Stock redeemed    1,181,185 
Interest payable—Note 2        590 
Accrued expenses        296,949 
        26,139,645 



Net Assets ($)        1,106,305,435 



Composition of Net Assets ($):         
Paid-in capital        804,570,109 
Accumulated undistributed investment income—net    650,706 
Accumulated net realized gain (loss) on investments    24,432,736 
Accumulated net unrealized appreciation         
(depreciation) on investments        276,651,884 



Net Assets ($)        1,106,305,435 

Net Asset Value Per Share                 
    Class A    Class B    Class C    Class R    Class T 






Net Assets ($)    1,041,238,265    20,938,044    18,166,398    10,311,611    15,651,117 
Shares Outstanding    22,144,354    456,559    395,763    217,701    336,267 






Net Asset Value                     
Per Share ($)    47.02    45.86    45.90    47.37    46.54 

See notes to financial statements.

The Fund 15


STATEMENT OF OPERATIONS
Year Ended December 31, 2005
Investment Income ($):     
Income:     
Cash dividends (net of $107,578 foreign taxes withheld at source):     
Unaffiliated issuers    13,357,749 
Affiliated issuers    113,192 
Income from securities lending    162,975 
Interest    694,338 
Total Income    14,328,254 
Expenses:     
Management fee—Note 3(a)    7,392,959 
Shareholder servicing costs—Note 3(c)    3,658,788 
Distribution fees—Note 3(b)    253,045 
Prospectus and shareholders' reports    98,164 
Custodian fees—Note 3(c)    86,416 
Registration fees    81,096 
Directors' fees and expenses—Note 3(d)    59,276 
Professional fees    42,245 
Loan commitment fees—Note 2    3,566 
Interest expense—Note 2    590 
Miscellaneous    40,291 
Total Expenses    11,716,436 
Investment Income—Net    2,611,818 


Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): 
Net realized gain (loss) on investments and foreign currency transactions    67,396,915 
Net realized gain (loss) on forward currency exchange contracts    (27,434) 
Net Realized Gain (Loss)    67,369,481 
Net unrealized appreciation (depreciation) on     
investments and foreign currency transactions    67,833,318 
Net Realized and Unrealized Gain (Loss) on Investments    135,202,799 
Net Increase in Net Assets Resulting from Operations    137,814,617 

See notes to financial statements.

16

STATEMENT OF CHANGES IN NET ASSETS

    Year Ended December 31, 

    2005    2004 



Operations ($):         
Investment income (loss)—net    2,611,818    (1,115,921) 
Net realized gain (loss) on investments    67,369,481    98,999,218 
Net unrealized appreciation         
(depreciation) on investments    67,833,318    21,386,803 
Net Increase (Decrease) in Net Assets     
Resulting from Operations    137,814,617    119,270,100 



Dividends to Shareholders from ($):         
Investment income—net:         
Class A shares    (1,854,439)     
Class R shares    (25,354)     
Class T shares    (32,913)     
Net realized gain on investments:         
Class A shares    (72,131,295)    (69,601,673) 
Class B shares    (1,419,499)    (1,183,646) 
Class C shares    (1,119,373)    (733,955) 
Class R shares    (608,063)    (201,661) 
Class T shares    (621,978)    (72,361) 
Total Dividends    (77,812,914)    (71,793,296) 



Capital Stock Transactions ($):         
Net proceeds from shares sold:         
Class A shares    231,023,398    149,611,878 
Class B shares    6,148,413    6,713,501 
Class C shares    8,374,530    6,609,472 
Class R shares    13,171,757    3,228,153 
Class T shares    14,171,766    1,183,338 
Dividends reinvested:         
Class A shares    70,256,834    65,984,379 
Class B shares    1,282,913    1,051,652 
Class C shares    983,805    648,130 
Class R shares    583,130    199,887 
Class T shares    629,987    60,388 

The Fund 17


STATEMENT OF CHANGES IN NET ASSETS (continued)
    Year Ended December 31, 

    2005    2004 



Capital Stock Transactions ($) (continued):     
Cost of shares redeemed:         
Class A shares    (190,889,756)    (116,353,018) 
Class B shares    (2,803,028)    (2,088,176) 
Class C shares    (2,176,555)    (884,842) 
Class R shares    (7,927,016)    (297,573) 
Class T shares    (1,248,033)    (118,660) 
Increase (Decrease) in Net Assets         
from Capital Stock Transactions    141,582,145    115,548,509 
Total Increase (Decrease) in Net Assets    201,583,848    163,025,313 



Net Assets ($):         
Beginning of Period    904,721,587    741,696,274 
End of Period    1,106,305,435    904,721,587 
Undistributed investment income—net    650,706    264,362 

18

    Year Ended December 31, 

    2005    2004 



Capital Share Transactions:         
Class Aa         
Shares sold    5,186,927    3,476,443 
Shares issued for dividends reinvested    1,561,832    1,515,339 
Shares redeemed    (4,287,557)    (2,695,932) 
Net Increase (Decrease) in Shares Outstanding    2,461,202    2,295,850 



Class B a         
Shares sold    141,443    157,532 
Shares issued for dividends reinvested    29,004    24,484 
Shares redeemed    (63,877)    (49,410) 
Net Increase (Decrease) in Shares Outstanding    106,570    132,606 



Class C         
Shares sold    190,019    153,323 
Shares issued for dividends reinvested    22,212    15,104 
Shares redeemed    (49,728)    (19,674) 
Net Increase (Decrease) in Shares Outstanding    162,503    148,753 



Class R         
Shares sold    291,450    71,511 
Shares issued for dividends reinvested    12,763    4,555 
Shares redeemed    (166,627)    (5,231) 
Net Increase (Decrease) in Shares Outstanding    137,586    70,835 



Class T         
Shares sold    321,124    27,965 
Shares issued for dividends reinvested    13,593    1,393 
Shares redeemed    (27,946)    (2,783) 
Net Increase (Decrease) in Shares Outstanding    306,771    26,575 

a During the period ended December 31, 2005, 13,164 Class B shares representing $576,287 were automatically converted to 12,888 Class A shares and during the period ended December 31, 2004, 5,655 Class B shares representing $242,372 were automatically converted to 5,587 Class A shares.

See notes to financial statements.

The Fund 19


FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund's financial statements.

        Year Ended December 31,     



Class A Shares    2005    2004    2003    2002a    2001 






Per Share Data ($):                     
Net asset value, beginning of period    44.42    41.91    34.94    39.54    45.51 
Investment Operations:                     
Investment income (loss)—net b    .13    (.05)    (.03)    .00c    (.02) 
Net realized and unrealized                     
gain (loss) on investments    6.03    6.34    10.95    (4.56)    (4.37) 
Total from Investment Operations    6.16    6.29    10.92    (4.56)    (4.39) 
Distributions:                     
Dividends from investment                     
income—net    (.09)        (.00)c         
Dividends from net realized                     
gain on investments    (3.47)    (3.78)    (3.95)    (.04)    (1.58) 
Total Distributions    (3.56)    (3.78)    (3.95)    (.04)    (1.58) 
Redemption fee reimbursement                .00c    .00c 
Net asset value, end of period    47.02    44.42    41.91    34.94    39.54 






Total Return (%)    14.40d    15.33d    31.68d    (11.55)d    (9.56) 






Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    1.16    1.22    1.25    1.23    1.16 
Ratio of net expenses                     
to average net assets    1.16    1.22    1.25    1.23    1.16 
Ratio of net investment income                     
(loss) to average net assets    .29    (.12)    (.08)    .00e    (.06) 
Portfolio Turnover Rate    37.93    99.93    121.01    113.51    111.66 






Net Assets, end of period ($ x 1,000)    1,041,238    874,359    728,634    492,628    603,664 

a    The fund commenced offering five classes of shares on November 27, 2002.The existing shares were redesignated 
    Class A shares. 
b    Based on average shares outstanding at each month end. 
c    Amount represents less than $.01 per share. 
d    Exclusive of sales charge. 
e    Amount represents less than .01%. 
See notes to financial statements. 

  20

        Year Ended December 31,     



Class B Shares    2005    2004    2003    2002a 





Per Share Data ($):                 
Net asset value, beginning of period    43.67    41.57    34.93    35.42 
Investment Operations:                 
Investment income (loss)—net b    (.24)    (.38)    (.32)    .01 
Net realized and unrealized                 
gain (loss) on investments    5.90    6.26    10.91    (.50) 
Total from Investment Operations    5.66    5.88    10.59    (.49) 
Distributions:                 
Dividends from net realized                 
gain on investments    (3.47)    (3.78)    (3.95)     
Net asset value, end of period    45.86    43.67    41.57    34.93 





Total Return (%) c    13.48    14.46    30.73    (1.38)d 





Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    1.99    2.00    1.99    .19d 
Ratio of net expenses                 
to average net assets    1.99    2.00    1.99    .19d 
Ratio of net investment income                 
(loss) to average net assets    (.54)    (.88)    (.82)    .05d 
Portfolio Turnover Rate    37.93    99.93    121.01    113.51 





Net Assets, end of period ($ x 1,000)    20,938    15,285    9,036    74 

a    From November 27, 2002 (commencement of initial offering) to December 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

The Fund 21


FINANCIAL HIGHLIGHTS (continued)

        Year Ended December 31,     



Class C Shares    2005    2004    2003    2002a 





Per Share Data ($):                 
Net asset value, beginning of period    43.70    41.58    34.93    35.42 
Investment Operations:                 
Investment income (loss)—net b    (.21)    (.35)    (.31)    .03 
Net realized and unrealized                 
gain (loss) on investments    5.88    6.25    10.91    (.52) 
Total from Investment Operations    5.67    5.90    10.60    (.49) 
Distributions:                 
Dividends from net realized                 
gain on investments    (3.47)    (3.78)    (3.95)     
Net asset value, end of period    45.90    43.70    41.58    34.93 





Total Return (%) c    13.49    14.49    30.72    (1.35)d 





Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    1.93    1.97    1.95    .19d 
Ratio of net expenses                 
to average net assets    1.93    1.97    1.95    .19d 
Ratio of net investment income                 
(loss) to average net assets    (.49)    (.82)    (.78)    .08d 
Portfolio Turnover Rate    37.93    99.93    121.01    113.51 





Net Assets, end of period ($ x 1,000)    18,166    10,193    3,514    36 

a    From November 27, 2002 (commencement of initial offering) to December 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

22


        Year Ended December 31,     



Class R Shares    2005    2004    2003    2002a 





Per Share Data ($):                 
Net asset value, beginning of period    44.72    42.04    34.96    35.42 
Investment Operations:                 
Investment income—net b    .12    .15    .09    .03 
Net realized and unrealized                 
gain (loss) on investments    6.12    6.31    10.94    (.49) 
Total from Investment Operations    6.24    6.46    11.03    (.46) 
Distributions:                 
Dividends from investment                 
income—net    (.12)             
Dividends from net realized                 
gain on investments    (3.47)    (3.78)    (3.95)     
Total Distributions    (3.59)    (3.78)    (3.95)     
Net asset value, end of period    47.37    44.72    42.04    34.96 





Total Return (%)    14.48    15.69    31.97    (1.30)c 





Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    1.11    .92    .93    .09c 
Ratio of net expenses                 
to average net assets    1.11    .92    .93    .09c 
Ratio of net investment income                 
to average net assets    .27    .38    .21    .07c 
Portfolio Turnover Rate    37.93    99.93    121.01    113.51 





Net Assets, end of period ($ x 1,000)    10,312    3,583    390    1 

a    From November 27, 2002 (commencement of initial offering) to December 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Not annualized. 
See notes to financial statements. 

The Fund 23


FINANCIAL HIGHLIGHTS (continued)

        Year Ended December 31,     



Class T Shares    2005    2004    2003    2002a 





Per Share Data ($):                 
Net asset value, beginning of period    44.13    41.76    34.94    35.42 
Investment Operations:                 
Investment income (loss)—net b    (.02)    (.10)    (.12)    .01 
Net realized and unrealized                 
gain (loss) on investments    6.01    6.25    10.89    (.49) 
Total from Investment Operations    5.99    6.15    10.77    (.48) 
Distributions:                 
Dividends from investment                 
income—net    (.11)             
Dividends from net realized                 
gain on investments    (3.47)    (3.78)    (3.95)     
Total Distributions    (3.58)    (3.78)    (3.95)     
Net asset value, end of period    46.54    44.13    41.76    34.94 





Total Return (%) c    14.12    15.04    31.24    (1.35)d 





Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    1.38    1.46    1.56    .14d 
Ratio of net expenses                 
to average net assets    1.38    1.46    1.56    .14d 
Ratio of net investment income                 
(loss) to average net assets    (.05)    (.24)    (.33)    .02d 
Portfolio Turnover Rate    37.93    99.93    121.01    113.51 





Net Assets, end of period ($ x 1,000)    15,651    1,302    122    1 

a    From November 27, 2002 (commencement of initial offering) to December 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

24


NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Premier New Leaders Fund, Inc. (the "fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified open-end management investment company.The fund's investment objective is to maximize capital appreciation.The Dreyfus Corporation (the "Manager" or "Dreyfus") serves as the fund's investment adviser. The Manager is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial").

Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary of the Manager, is the distributor of the fund's shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock.The fund currently offers five classes of shares: Class A (35 million shares authorized), Class B (30 million shares authorized), Class C (15 million shares authorized), Class R (15 million shares authorized) and Class T (5 million shares authorized). Class A and Class T shares are subject to a sales charge imposed at the time of purchase. Class B shares are subject to a contingent deferred sales charge ("CDSC") imposed on Class B share redemptions made within six years of purchase and automatically convert to Class A shares after six years. Class C shares are subject to a CDSC on Class C shares redeemed within one year of purchase. Class R shares are sold at net asset value per share only to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The fund's financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Fund 25


NOTES TO FINANCIAL STATEMENTS (continued)

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Investments in registered investment companies are valued at their net asset value.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Directors. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADR's and futures contracts. For other securities that are fair valued by the Board of Directors, certain factors may be considered such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price. Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange. Forward currency exchange contracts are valued at the forward rate.

26


(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in exchange rates. Such gains and losses are included with net realized and unrealized gain or loss on investments.

(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

Pursuant to a securities lending agreement with Mellon Bank, N.A., an affiliate of the Manager, the fund may lend securities to qualified institutions.At origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan will be maintained at all times. Cash collateral is invested in certain money market mutual funds managed

The Fund 27


NOTES TO FINANCIAL STATEMENTS (continued)

by the Manager. The fund will be entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund would bear the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner.

(d) Affiliated issuers: Investments in other investment companies advised by the Manager are defined as "affiliated" in the Act.

(e) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code").To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

(f) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

At December 31, 2005, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $10,023,146, undistributed capital gains $14,619,658 and unrealized appreciation $277,092,522. As a result of the fund's merger with Dreyfus Premier Aggressive Growth Fund and Dreyfus Aggressive Growth Fund, capital losses of $18,357,146 are available to offset future gains. Based on certain provisions in the Code, the amount of losses which can be utilized in subsequent years is subject to an annual limitation. This acquired capital loss is expected to expire between 2006-2010.

28


The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2005 and December 31, 2004 were as follows: ordinary income $14,505,354 and $22,068,131 and long-term capital gains $63,307,560 and $49,725,165, respectively.

During the period ended December 31, 2005, as a result of permanent book to tax differences, primarily due to the tax treatment for real estate investment trusts, foreign currency gains and losses and capital losses utilized from acquired entities, the fund decreased accumulated undistributed investment income-net by $312,768, decreased accumulated net realized gain (loss) on investments by $2,746,756 and increased paid-in capital by $3,059,524. Net assets were not affected by this reclassification.

NOTE 2—Bank Line of Credit:

The fund participates with other Dreyfus-managed funds in a $350 million redemption credit facility (the "Facility") to be utilized for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay commitment fees on its pro rata portion of the Facility. Interest is charged to the fund based on prevailing market rates in effect at the time of borrowing.

The average daily amount of borrowings outstanding under the Facility during the period ended December 31, 2005 was approximately $12,500, with a related weighted average annualized interest rate of 4.73% .

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement ("Agreement") with the Manager, the management fee is computed at the annual rate of .75% of the value of the fund's average daily net assets and is payable monthly.

During the period ended December 31, 2005, the Distributor retained $117,854 and $452 from commissions earned on sales of the fund's

The Fund 29


NOTES TO FINANCIAL STATEMENTS (continued)

Class A and Class T shares, respectively, and $33,214 and $2,123 from contingent deferred sales charges on redemptions of the fund's Class B and Class C shares, respectively.

(b) Under the Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the Act, Class B, Class C and Class T shares pay the Distributor for distributing their shares at an annual rate of .75% of the value of the average daily net assets of Class B and Class C shares and .25% of the value of the average daily net assets of Class T shares. During the period ended December 31, 2005, Class B, Class C and Class T shares were charged $133,613, $100,412 and $19,020, respectively, pursuant to the Plan.

(c) Under the Shareholder Services Plan, Class A, Class B, Class C and Class T shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding Class A, Class B, Class C and Class T shares and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services.The Distributor determines the amounts to be paid to Service Agents. During the period ended December 31, 2005, Class A, Class B, Class C and Class T shares were charged $2,344,463, $44,538, $33,470 and $19,020, respectively, pursuant to the Shareholder Services Plan.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended December 31, 2005, the fund was charged $543,162 pursuant to the transfer agency agreement.

30


The fund compensates Mellon Bank, N.A., an affiliate of the Manager, under a custody agreement for providing custodial services for the fund. During the period ended December 31, 2005, the fund was charged $86,416 pursuant to the custody agreement.

During the period ended December 31, 2005, the fund was charged $3,762 for services performed by the Chief Compliance Officer.

The components of Due to The Dreyfus Corporation and affiliates in the Statement of Assets and Liabilities consist of: management fees $707,143, Rule 12b-1 distribution plan fees $27,873, shareholder services plan fees $233,521, custodian fees $16,072, chief compliance officer fees $1,858 and transfer agency per account fees $78,170.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and forward currency exchange contracts, during the period ended December 31, 2005, amounted to $429,669,559 and $362,876,184, respectively.

At December 31, 2005, the cost of investments for federal income tax purposes was $851,852,774; accordingly, accumulated net unrealized appreciation on investments was $277,092,522, consisting of $291,720,524 gross unrealized appreciation and $14,628,002 gross unrealized depreciation.

The Fund 31


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors Dreyfus Premier New Leaders Fund, Inc.

We have audited the accompanying statement of assets and liabilities of Dreyfus Premier New Leaders Fund, Inc., including the statement of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included verification by examination of securities held by the custodian as of December 31, 2005 and confirmation of securities not held by the custodian by correspondence with others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Premier New Leaders Fund, Inc. at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated periods, in conformity with U. S. generally accepted accounting principles.

New York, New York
February 8, 2006

32


IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby designates $1.2290 per share as a long-term capital gain distribution of the $1.7040 per share paid on March 31, 2005, and also designates $1.6510 per share as a long-term capital gain distribution paid on December 21, 2005. The fund also hereby designates 32.08% of the ordinary dividends paid during the fiscal year ended December 31, 2005 as qualifying for the corporate dividends received deduction. For the fiscal year ended December 31, 2005, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $4,510,836 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in January 2006 of the percentage applicable to the preparation of their 2005 income tax returns.

The Fund 33


INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE FUND'S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the Board of Directors held on November 14, 2005, the Board considered the re-approval for an annual period of the fund's Management Agreement, pursuant to which the Manager provides the fund with investment advisory and administrative services. The Board members, none of whom are "interested persons" (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Manager.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board members received a presentation from representatives of the Manager regarding services provided to the fund and other funds in the Dreyfus fund complex, and discussed the nature, extent, and quality of the services provided to the fund pursuant to its Management Agreement.The Manager's representatives reviewed the fund's distribution of accounts and the relationships the Manager has with various intermediaries and the different needs of each.The Manager's representatives noted the diversity of distribution of the fund as well as among the funds in the Dreyfus fund complex, and the Manager's corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each of the fund's distribution channels. The Board members also reviewed the number of shareholder accounts in the fund, as well as the fund's asset size.

The Board members also considered the Manager's research and portfolio management capabilities and that the Manager also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board members also considered the Manager's extensive administrative, accounting, and compliance infrastructure.

Comparative Analysis of the Fund's Performance, Management Fee, and Expense Ratio. The Board members reviewed the fund's performance, management fee, and expense ratio and placed significant emphasis on comparisons to a group of comparable funds and Lipper

34


category averages. The group of comparable funds previously was approved by the Board for this purpose, and was prepared using a Board-approved selection methodology that was based, in part, on selecting non-affiliated funds reported in the same Lipper category (the "MidCap Core Funds" category) as the fund.The Board members discussed the results of the comparisons for various periods ended September 30, 2005.The Board noted that the fund's total return performance was higher than the Comparison Group average for the 1-year, 3-year, 5-year, and 10-year periods, higher than the Lipper category average for the 1-year period, and lower than the Lipper category average for the 3-year, 5-year, and 10-year periods. The Board also noted the narrow spreads among the 1-year total returns for the Comparison Group funds, including the small percentage difference between the fund's number eight Comparison Group ranking for 1-year and the number five ranked fund.

The Board members also discussed the fund's management fee and expense ratio and reviewed the range of management fees and expense ratios for the funds in the Comparison Group. The Board members noted that the fund's management fee was lower than the majority of the fees for the Comparison Group funds and that the fund's total expense ratio was lower than the Comparison Group and Lipper category averages.

Representatives of the Manager reviewed with the Board members the fees paid to the Manager or its affiliates by the mutual funds managed by the Manager or its affiliates with similar investment objectives, policies, and strategies, and in the same Lipper category (the "MidCap Core Funds" category), as the fund (the "Similar Funds").The Manager's representatives noted that there were no similarly managed separate accounts or wrap fee accounts managed by the Manager or its affiliates with similar investment objectives, policies, and strategies as the fund. It was noted that two Similar Funds had the same management fee as the fund, one Similar Fund had a higher management fee than the fund,

The Fund 35


I N FO R M AT I O N A B O U T T H E R E V I E W A N D A P P R OVA L O F T H E F U N D ' S M A N A G E M E N T A G R E E M E N T ( U n a u d i t e d ) ( c o n t i n u e d )

and one Similar Fund was a "unitary fee" fund that had a higher fee rate than the fund's management fee. The Board noted that one Similar Fund had a slightly lower management fee than the fund and that another Similar Fund with a lower management fee than the fund was an index fund.The Board members considered the relevance of the fee information provided for the Similar Funds to evaluate the appropriateness and reasonableness of the fund's management fee.

Analysis of Profitability and Economies of Scale. The Manager's representatives reviewed the dollar amount of expenses allocated and profit received by the Manager and the method used to determine such expenses and profit.The Board received and considered information prepared by an independent consulting firm regarding the Manager's approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex.The Manager's representatives stated that the methodology had also been reviewed by an independent registered public accounting firm which, like the consultant, found the methodology to be reasonable.The consulting firm also analyzed where any economies of scale might emerge in connection with the management of the fund.The Board members evaluated the analysis in light of the relevant circumstances for the fund, and the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors.The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources.The Board members also considered potential benefits to the Manager from acting as investment adviser and noted the soft dollar arrangements in effect with respect to trading the fund's portfolio.

It was noted that the Board members should consider the Manager's profitability with respect to the fund as part of their evaluation of whether the fee under the Management Agreement bears a reasonable relationship to the mix of services provided by the Manager, including

36


the nature, extent, and quality of such services and that a discussion of economies of scale is predicated on increasing assets and that, if a fund's assets had been decreasing, the possibility that the Manager may have realized any economies of scale would be less.The Board members also discussed the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. It was noted that the profitability percentage for managing the fund was not unreasonable given the fund's overall performance and generally superior service levels provided.

At the conclusion of these discussions, each Board member expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund's Management Agreement. Based on their discussions and considerations as described above, the Board members made the following conclusions and determinations.

  • The Board concluded that the nature, extent, and quality of the ser- vices provided by the Manager are adequate and appropriate.
  • The Board was satisfied with the fund's overall performance.
  • The Board concluded that the fee paid to the Manager by the fund was reasonable in light of comparative performance and expense and advisory fee information, costs of the services provided, and profits to be realized and benefits derived or to be derived by the Manager from its relationship with the fund.
  • The Board determined that the economies of scale which may accrue to the Manager and its affiliates in connection with the man- agement of the fund had been adequately considered by the Manager in connection with the management fee rate charged to the fund, and that, to the extent in the future it were to be deter- mined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

The Fund 37


I N FO R M AT I O N A B O U T T H E R E V I E W A N D A P P R OVA L O F T H E F U N D ' S M A N A G E M E N T A G R E E M E N T ( U n a u d i t e d ) ( c o n t i n u e d )

The Board members considered these conclusions and determinations, along with the information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that re-approval of the fund's Management Agreement was in the best interests of the fund and its shareholders.

38


BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (62) 
Chairman of the Board (1995) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• The Muscular Dystrophy Association, Director 
• Levcor International, Inc., an apparel fabric processor, Director 
• Century Business Services, Inc., a provider of outsourcing functions for small and medium size 
companies, Director 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director 
• Sunair Services Corporation, engages in the design, manufacture and sale of high frequency 
systems for long-range voice and data communications, as well as providing certain outdoor- 
related services to homes and businesses, Director 
No. of Portfolios for which Board Member Serves: 193 
——————— 
David W. Burke (69) 
Board Member (1994) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• John F. Kennedy Library Foundation, Director 
• U.S.S. Constitution Museum, Director 
No. of Portfolios for which Board Member Serves: 84 
——————— 
William Hodding Carter III (70) 
Board Member (1988) 
Principal Occupation During Past 5 Years: 
• President and Chief Executive Officer of the John S. and James L. Knight Foundation (1998-present) 
Other Board Memberships and Affiliations: 
• Independent Sector, Director 
• The Century Foundation, Director 
• The Enterprise Corporation of the Delta, Director 
• Foundation of the Mid-South, Director 
No. of Portfolios for which Board Member Serves: 11 
——————— 
Ehud Houminer (65) 
Board Member (1994) 
Principal Occupation During Past 5 Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University 
• Principal of Lear,Yavitz and Associates, a management consulting firm (1996 to 2001) 
Other Board Memberships and Affiliations: 
• Avnet Inc., an electronics distributor, Director 
• International Advisory Board to the MBA Program School of Management, Ben Gurion 
University, Chairman 
• Explore Charter School, Brooklyn, NY, Chairman 
No. of Portfolios for which Board Member Serves: 36 

The Fund 39


BOARD MEMBERS INFORMATION (Unaudited) (continued)

Richard C. Leone (65) 
Board Member (1984) 
Principal Occupation During Past 5 Years: 
• President of The Century Foundation (formerly,The Twentieth Century Fund, Inc.), 
a tax exempt research foundation engaged in the study of economic, foreign policy and 
domestic issues 
No. of Portfolios for which Board Member Serves: 11 
——————— 
Hans C. Mautner (68) 
Board Member (1984) 
Principal Occupation During Past 5 Years: 
• President—International Division and an Advisory Director of Simon Property Group, a real 
estate investment company (1998-present) 
• Director and Vice Chairman of Simon Property Group (1998-2003) 
• Chairman and Chief Executive Officer of Simon Global Limited (1999-present) 
Other Board Memberships and Affiliations: 
• Capital and Regional PLC, a British co-investing real estate asset manager, Director 
• Member - Board of Managers of: 
Mezzacappa Long/Short Fund LLC 
Mezzacappa Multi-Strategy Fund LLC 
Mezzacappa Multi-Strategy Plus Fund LLC 
No. of Portfolios for which Board Member Serves: 11 
——————— 
Robin A. Melvin (42) 
Board Member (1995) 
Principal Occupation During Past 5 Years: 
• Senior Vice President of Mentor/National Mentoring Partnership, a national non-profit 
organization that is leading the movement to connect America's young people with caring 
adult mentors 
No. of Portfolios for which Board Member Serves: 11 
——————— 
John E. Zuccotti (68) 
Board Member (1984) 
Principal Occupation During Past 5 Years: 
• Chairman of Brookfield Financial Properties, Inc. 
No. of Portfolios for which Board Member Serves: 11 
——————— 
Once elected all Board Members serve for an indefinite term.The address of the Board Members and Officers is in c/o 
The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board 
Members is available in the fund's Statement of Additional Information which can be obtained from Dreyfus free of 
charge by calling this toll free number: 1-800-554-4611. 

40


OFFICERS OF THE FUND (Unaudited)

STEPHEN E. CANTER, President since March 2000.

Chairman of the Board, Chief Executive Officer and Chief Operating Officer of the Manager, and an officer of 90 investment companies (comprised of 184 portfolios) managed by the Manager. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 60 years old and has been an employee of the Manager since May 1995.

STEPHEN R. BYERS, Executive Vice President since November 2002.

Chief Investment Officer,Vice Chairman and a director of the Manager, and an officer of 90 investment companies (comprised of 184 portfolios) managed by the Manager. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 52 years old and has been an employee of the Manager since January 2000.

MARK N. JACOBS, Vice President since March 2000.

Executive Vice President, Secretary and General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 59 years old and has been an employee of the Manager since June 1977.

MICHAEL A. ROSENBERG, Vice President and Secretary since August 2005.

Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since October 1991.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005.

Assistant General Counsel and Assistant Secretary of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Assistant General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2000.

JANETTE E. FARRAGHER, Vice President and Assistant Secretary since August 2005.

Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. She is 43 years old and has been an employee of the Manager since February 1984.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 42 years old and has been an employee of the Manager since February 1991.

The Fund 41


OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since May 1986.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 40 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2001.

Director-Mutual Fund Accounting of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1985.

ERIK D. NAVILOFF, Assistant Treasurer since August 2005.

Senior Accounting Manager - Taxable Fixed Income Funds of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Manager since November 1992.

ROBERT ROBOL, Assistant Treasurer since August 2005.

Senior Accounting Manager - Money Market and Municipal Bond Funds of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Manager since October 1988.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager - Equity Funds of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 38 years old and has been an employee of the Manager since November 1990.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 91 investment companies (comprised of 200 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Manager since April 1991.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (91 investment companies, comprised of 200 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 48 years old and has served in various capacities with the Manager since 1980, including manager of the firm's Fund Accounting Department from 1997 through October 2001.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since September 2002.

Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 87 investment companies (comprised of 196 portfolios) managed by the Manager. He is 35 years old and has been an employee of the Distributor since October 1998.

42


NOTES


For More    Information 


 
Dreyfus Premier    Transfer Agent & 
New Leaders Fund, Inc.    Dividend Disbursing Agent 
200 Park Avenue     
    Dreyfus Transfer, Inc. 
New York, NY 10166     
    200 Park Avenue 
Manager    New York, NY 10166 
The Dreyfus Corporation    Distributor 
200 Park Avenue     
    Dreyfus Service Corporation 
New York, NY 10166     
    200 Park Avenue 
Custodian    New York, NY 10166 
Mellon Bank, N.A.     
One Mellon Bank Center     
Pittsburgh, PA 15258     

Telephone Call your financial representative or 1-800-554-4611

Mail    The Dreyfus Premier Family of Funds 
    144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the 12-month period ended June 30, 2005, is available at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-645-6561.

© 2006 Dreyfus Service Corporation 0085AR1205


Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3. Audit Committee Financial Expert.

The Registrant's Board has determined that Richard C. Leone, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Richard C. Leone is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $26,775 in 2004 and $29,024 in 2005.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $4,500 in 2004 and $4,725 in 2005. These services consisted of (i) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended.

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2004 and $0 in 2005.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $4,581 in 2004 and $3,284 in 2005. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies (as applicable).

The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates which required pre-approval by the Audit Committee were $0 in 2004 and $0 in 2005.


(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were less than $2,000 in 2004 and $1,665 in 2005. These services consisted of a review of the Registrant's anti-money laundering program.

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee were $0 in 2004 and $0 in 2005.

Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $592,101 in 2001 and $758,091 in 2005.

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Auditor's independence.

Item 5.    Audit Committee of Listed Registrants. 
    Not applicable. 
Item 6.    Schedule of Investments. 
    Not applicable. 
Item 7.    Disclosure of Proxy Voting Policies and Procedures for Closed-End Management 
    Investment Companies. 
    Not applicable. 
Item 8.    Portfolio Managers of Closed-End Management Investment Companies. 
    Not applicable. 
Item 9.    Purchases of Equity Securities by Closed-End Management Investment Companies and 
    Affiliated Purchasers. 
    Not applicable. 
Item 10.    Submission of Matters to a Vote of Security Holders. 

The Registrant has a Nominating Committee (the "Committee"), which is responsible for selecting and nominating persons for election or appointment by the Registrant's Board as Board members. The Committee has adopted a Nominating Committee Charter (the "Charter"). Pursuant to the Charter, the Committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Registrant, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York,


New York 10166. A nomination submission must include information regarding the recommended nominee as specified in the Charter. This information includes all information relating to a recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Board members, as well as information sufficient to evaluate the factors to be considered by the Committee, including character and integrity, business and professional experience, and whether the person has the ability to apply sound and independent business judgment and would act in the interests of the Registrant and its shareholders.

Nomination submissions are required to be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.

Item 11. Controls and Procedures.

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)(1)    Code of ethics referred to in Item 2. 
(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) 
under the Investment Company Act of 1940. 
(a)(3)    Not applicable. 
(b)    Certification of principal executive and principal financial officers as required by Rule 30a-2(b) 
under the Investment Company Act of 1940. 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Premier New Leaders Fund, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

EXHIBIT INDEX

(a)(1)    Code of ethics referred to in Item 2. 
 
(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a- 
2(a) under the Investment Company Act of 1940. (EX-99.CERT) 
 
(b)    Certification of principal executive and principal financial officers as required by Rule 30a- 
2(b) under the Investment Company Act of 1940. (EX-99.906CERT)