DREYFUS FUND INC
485B24E, 1994-08-22
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                                                                Page 1 of 7

                     File Nos. 2-9455 and 811-0523




                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[ X ]

Pre-Effective Amendment No.         [   ]

Post-Effective Amendment No. 138    [ X ]

                                  and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [ X ]

                           Amendment No. 138                        [ X ]

                  (Check appropriate box or boxes)

                    THE DREYFUS FUND INCORPORATED
         (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)

Registrant's Telephone Number, including Area Code:  (212) 922-6020

                          Daniel C. Maclean, Esq.
                              200 Park Avenue
                         New York, New York  10166
                 (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

      immediately upon filing pursuant to paragraph (b) of Rule 485
   

  X   on  August 26, 1994  pursuant to paragraph (b) of Rule 485
    

      60 days after filing pursuant to paragraph (a) of Rule 485

      on (date) pursuant to paragraph (a) of Rule 485

   

Registrant has registered an indefinite number of shares of its Common Stock
under the Securities Act of 1933 pursuant to Sec. 24(f) of the Investment
Company Act of 1940.  Registrant's Rule 24f-2 Notice for the fiscal year ended
December 31, 1993 was filed February 25, 1994.
    

                                                                      Page  2

                 REGISTRATION STATEMENT NOS. 2-9455 AND 811-0523

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

For Registration under the Securities Act of 1933 of Securities of Open-End
Management Investment Companies registered on Form N-1A.

A.     Exact name of Company specified in Charter:

       THE DREYFUS FUND INCORPORATED

B.     Complete address of Company's principal executive offices:

       c/o The Dreyfus Corporation, 200 Park Avenue, New York, NY  10166

C.     Name and complete address ofagent for service:

       Daniel C. Maclean, Esq., The Dreyfus Corporation
       200 Park Avenue, New York, NY  10166

D.     Title and amount of Securities being registered (number of shares or
       other units):
   

         33,578,200 Shares                                (See Note Below)
    

E.     Proposed aggregate offering price to the public of the securities being

      registered:
   

       $290,005                        (Determined on the basis of the closing
                                       price on August 16, 1994 i.e. $12.61
                                       per share (See Note Below))
    

F.     Amount of filing fee, computed at one twenty-ninth of one percent of
       the proposed maximum aggregate offering price to the public:
   

       $100                            (See Note Below)
    

G.     Appropriate date of proposed public offering:

       As soon as practicable after the effective date of this
       Registration Statement, and thereafter from day to day

NOTE:  Shares to be registered pursuant to Rule 24e-2
                                                                   Aggregate
                                                                Offering Price
   

       Total Shares Registered:         33,578,200 X $12.61 =    $423,421,102

       Less Adjustment for Shares
       Redeemed in excess of Shares
       Sold during Fiscal Year
       ended December 31, 1993:         33,555,202 X $12.61 =    $423,131,097
                                       ----------   ------      ------------
                                           22,998 x $12.61 =    $     290,005
                                       ==========   ======      ============

       Fee at 1/29 of 1%                                         $        100


    




                       CONSENT OF STROOCK & STROOCK & LAVAN




    The Consent of Stroock & Stroock & Lavan, counsel to the Registrant, has
been included in their Opinion filed as Exhibit 10 to this Amendment to the
Registration Statement.

                                                                      Page 4

                                SIGNATURES

   

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the  22nd day of August 1994 .
    

                                      THE DREYFUS FUND INCORPORATED

                            BY:   /s/ Wolodymyr Wronskyj*
                                WOLODYMYR WRONSKYJ, PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.

        SIGNATURE                  TITLE                                 DATE


/s/ Wolodymyr Wronskyj*        President (Principal Executive
Wolodymyr Wronskyj               Officer) and Director


/s/ John J. Pyburn*            Treasurer (Principal
John J. Pyburn                    Financial Officer)


/s/ Paul R. Casti, Jr.*        Controller (Principal
Paul R. Casti, Jr.                Accounting Officer)


/s/ Lucy Wilson Benson*        Director
Lucy Wilson Benson


/s/ David W. Burke*            Director
David W. Burke


/s/ Martin D. Fife*            Director
Martin D. Fife


/s/ Whitney I. Gerard*         Director
Whitney I. Gerard


/s/ Robert R. Glauber*         Director
Robert R. Glauber


                                                                      Page 5


        SIGNATURE                  TITLE                                 DATE


/s/ Arthur A. Hartman*         Director
Arthur A. Hartman


/s/ George L. Perry*           Director
George L. Perry


/s/ Howard Stein*              Director
Howard Stein


/s/ Paul Wolfowitz*            Director
Paul Wolfowitz


   

*BY: _________________________________
     Mark N. Jacobs, Attorney-in-Fact                             8/22/94
    





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