DREYFUS FUND INC
N-30D, 1999-08-25
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The Dreyfus Fund
Incorporated

SEMIANNUAL REPORT
June 30, 1999

(reg.tm)






<PAGE>

The  views  expressed herein are current to the date of this report. These views
and  the  composition  of the fund's portfolio are subject to change at any time
based on market and other conditions.

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

Year 2000 Issues
(Unaudited)

The fund could be adversely affected if the computer systems used by The Dreyfus
Corporation and the fund's other service providers do not properly process and
calculate date-related information from and after January 1, 2000. The Dreyfus
Corporation is working to avoid Year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by Year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.



<PAGE>

                                 Contents

                                 THE FUND
- --------------------------------------------------

                             2   Letter from the President

                             3   Discussion of Fund Performance

                             6   Statement of Investments

                            12   Statement of Financial Futures

                            13   Statement of Assets and Liabilities

                            14   Statement of Operations

                            15   Statement of Changes in Net Assets

                            16   Financial Highlights

                            17   Notes to Financial Statements

                                 FOR MORE INFORMATION
- ---------------------------------------------------------------------------

                                 Back Cover

<PAGE>


                                                                       The Fund

                                                               The Dreyfus Fund
                                                                  Incorporated

LETTER FROM THE PRESIDENT

Dear Shareholder:

We  are  pleased  to  present  this  semiannual  report  for  The  Dreyfus  Fund
Incorporated,  covering  the  six-month period from January 1, 1999 through June
30, 1999.  Inside  you'll find valuable information about how the portfolio was
managed  during  the  reporting  period,  including a discussion with the fund's
portfolio manager, Timothy M. Ghriskey.

The  past  six  months  have  been  rewarding  for most equity investors. Strong
economic  growth,  low  inflation and high levels of consumer spending supported
continued  strength  in the stocks of many large companies. Several major market
indices set new records, including the Dow Jones Industrial Average's first-ever
close  above the 10,000 level. The broader Standard & Poor's 500 Composite Stock
Price Index and the technology-laden NASDAQ Index also recorded new highs.

Beginning   in  April,  many  previously  out-of-favor  market  sectors  rallied
strongly,  including  value-oriented  stocks. At the same time, large-cap growth
stocks  appear  to  have  paused  in  their  advance. This has helped narrow the
valuation  gap that had developed over the past several years between the growth
and value sectors of the large-cap stock market.

We  appreciate  your confidence over the past six months, and we look forward to
your continued participation in The Dreyfus Fund Incorporated.

Sincerely,

[Stephen E. Canter signature logo]
Stephen E. Canter
President and Chief Investment Officer
The Dreyfus Corporation
July 15, 1999


2
<PAGE>

DISCUSSION OF FUND PERFORMANCE

Timothy M. Ghriskey, Portfolio Manager

How did The Dreyfus Fund Incorporated perform  relative to its benchmark?

For  the  six-month  period  ended  June 30, 1999, The Dreyfus Fund Incorporated
produced a total return of 10.56%.(1) This performance compares with a return of
12.38%  for  the  Standard  & Poor's  500 Composite Stock Price Index ("S&P 500
Index") for the same period.(2)

We  attribute  this  performance  to  the  surprisingly rapid recovery of global
capital  markets  in the wake of last summer's decline, and to the broadening of
market  strength  that  occurred during the second half of the reporting period.
The  fund's  underperformance compared to the S&P 500 Index, our benchmark, was
due  to  declines  in a handful of individual stocks in which we held relatively
large positions.

What is the fund's investment approach?

The  Dreyfus  Fund  Incorporated invests primarily in stocks of well-established
U.S.   companies   that  we  believe,  collectively,  demonstrate  potential  to
outperform  the S&P 500 Index with less volatility. Our investment approach more
recently  has included both growth-and value-oriented stocks, while maintaining
a  somewhat  conservative  bias in favor of value. In short, we seek growth at a
reasonable price.

Our disciplined investment process sifts through over 1,500 equity securities to
identify  the  relatively small number of stocks that best meet our criteria. We
start  with  computerized,  quantitative  analysis  of all potential candidates,
scoring  each  stock  on  a  wide range of growth, valuation, leverage, earnings
surprise,  momentum  and  risk  factors.  Our  team of experienced analysts then
further  narrows  the  field  by  examining  the  specifics  of  each top-ranked
candidate.  We  observe  operations,  interview corporate management and conduct
detailed  surveys  of  the  competitive environment, seeking catalysts likely to
spark a

                                                                      The Fund 3


<PAGE>

DISCUSSION OF FUND PERFORMANCE (CONTINUED)

change  in  a  company's market value. Armed with these analytical insights, we
decide  which  stocks  to  purchase,  and whether any current holdings should be
sold.

The result of our approach during the recent six-month period was a portfolio of
approximately  100  carefully  selected  stocks, the majority of which performed
well.  Technology  was  the  largest  contributor to the fund's positive overall
performance.   Innovative  market  leaders,  such  as  Microsoft,  International
Business  Machines and Cisco Systems, led the way. We also realized notably good
performance  from  several  other sectors. Many of the fund's financial industry
holdings  performed  well,  even  though  concerns  about  the effects of rising
interest  rates  hurt  the  financial  sector  as  a  whole.  Our  above-average
performance  among  financials was led by investments in many of the largest and
best-regarded  companies in the sector, such as American International Group and
Citigroup.  We  also scored notable successes with capital goods companies, such
as Honeywell and Tyco International, and communications services companies, such
as MCI WorldCom and Ameritech.

What other factors influenced the fund's performance?

Of  course,  not  every  stock  in  the  portfolio showed positive returns. Some
lagged,  even among our best-performing sectors. For example, despite the fund's
strong overall returns in technology, two investments in particular caused us to
underperform  the benchmark in this sector. Specifically, Storage Technology and
Compaq  Computer  declined  by  more  than  40%  and  50%, respectively, between
February and May 1999. Because Storage Technology was not a component of the S&P
500  Index, and because the fund was overweighted in Compaq Computer compared to
the  benchmark,  these losses helped contribute to our underperformance relative
to  the  S&P  500 Index. Similarly, among financials, First Union was a notable
underperformer.

The  fund  also  experienced  particularly  weak performance from investments in
consumer  staples,  a  key  value-oriented sector. Once again, a small number of
individual holdings accounted for most of our underperformance. American Stores,
which  rose sharply last period after receiving a takeover offer, slipped during
the current

4
<PAGE>


period  as  some  investors  took  profits.  Philip  Morris Cos. was buffeted by
tobacco-related litigation, while Clorox struggled to integrate a newly acquired
company.

We   viewed  the  problems  facing  each  of  these  underperforming  stocks  as
transitory,  and  continued  to hold positions. However, we reduced our holdings
somewhat  in  recognition  that these companies were currently out of favor with
the market.

What is the fund's current strategy?

As  of June 30, 1999, we have been encouraged by the market's broadening base of
strength.  Both growth-and value-oriented stocks have performed relatively well
since  mid-April,  whereas  during  the first few months of the year most of the
market's gains had been concentrated among a handful of high-growth companies.

Of course, we cannot be certain that the market's positive trends will continue,
but  we  continue  to  believe  that investors can benefit from a conservatively
managed  portfolio of carefully selected stocks. Accordingly, we have adhered to
our  consistent,  disciplined  approach  that  seeks  above-average growth while
managing risk.

July 15, 1999

(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 FUND SHARES MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST.

(2)   SOURCE: LIPPER ANALYTICAL SERVICES, INC. -- REFLECTS THE REINVESTMENT OF
INCOME DIVIDENDS AND, WHERE APPLICABLE, CAPITAL GAINS DISTRIBUTIONS. THE
STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX IS A WIDELY ACCEPTED UNMANAGED
INDEX OF U.S. STOCK MARKET PERFORMANCE.

                                                                     The Fund 5

<PAGE>

<TABLE>

STATEMENT OF INVESTMENTS

June 30, 1999 (Unaudited)


COMMON STOCKS--99.2%                                                                   Shares                          Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                            <C>
CONSUMER DURABLES--1.8%
Black & Decker                                                                         232,500                        14,676,562
Ford Motor                                                                             287,000                        16,197,562
General Motors                                                                         156,000                        10,296,000
Newell Rubbermaid                                                                      148,000                         6,882,000
                                                                                                                      48,052,124

CONSUMER NON-DURABLES--5.0%
Anheuser-Busch Cos.                                                                    176,000                        12,485,000
Clorox                                                                                  28,200                         3,012,112
Coca-Cola                                                                              300,000                        18,750,000
Gillette                                                                               272,000                        11,152,000
Kimberly-Clark                                                                         129,000                         7,353,000
NIKE, Cl. B                                                                            109,000                         6,901,062
PepsiCo                                                                                510,000                        19,730,625
Philip Morris Cos.                                                                     563,000                        22,625,562
Procter & Gamble                                                                       341,000                        30,434,250
                                                                                                                     132,443,611

CONSUMER SERVICES--5.5%
CBS                                                                                    176,000                         7,645,000
Cendant                                                                              1,620,000                        33,210,000
Clear Channel Communications                                                           100,000                         6,893,750
Comcast, Cl. A                                                                         172,000                         6,611,250
Disney (Walt)                                                                          488,000                        15,036,500
McDonald's                                                                             481,000                        19,871,312
MediaOne Group                                                                         221,000  (a)                   16,436,875
Time Warner                                                                            285,000                        20,947,500
Viacom, Cl. B                                                                          465,000  (a)                   20,460,000
                                                                                                                     147,112,187

CONSUMER STAPLES--.2%
Unilever, N.V. ,A.D.R.                                                                  67,000                         4,673,250

ELECTRONIC TECHNOLOGY--16.1%
Boeing                                                                                 222,000                         9,809,625
Cisco Systems                                                                          910,000  (a)                   58,695,000
Compaq Computer                                                                        495,000                        11,725,312
Dell Computer                                                                          643,000  (a)                   23,791,000
EMC                                                                                    228,000  (a)                   12,540,000
Hewlett-Packard                                                                        241,000                        24,220,500

6
<PAGE>



COMMON STOCKS (CONTINUED)                                                              Shares                          Value ($)
- --------------------------------------------------------------------------------

ELECTRONIC TECHNOLOGY (CONTINUED)
Intel                                                                                1,226,000                        72,947,000
International Business Machines                                                        680,000                        87,890,000
Lucent Technologies                                                                    705,000                        47,543,437
Motorola                                                                               147,000                        13,928,250
Nortel Networks                                                                        167,000  (a)                   14,497,687
Storage Technology                                                                     500,000  (a)                   11,375,000
Sun Microsystems                                                                       196,000  (a)                   13,499,500
Texas Instruments                                                                       99,000                        14,355,000
United Technologies                                                                    162,000                        11,613,375
                                                                                                                     428,430,686

ENERGY MINERALS--5.9%
BP Amoco, A.D.R.                                                                       152,000                        16,492,000
Chevron                                                                                164,000                        15,610,750
Exxon                                                                                  577,000                        44,501,125
Mobil                                                                                  274,000                        27,126,000
Royal Dutch Petroleum                                                                  700,000                        42,175,000
Texaco                                                                                 137,000                         8,562,500
USX-Marathon Group                                                                      28,600                           931,287
                                                                                                                     155,398,662
FINANCE--15.1%
Allstate                                                                               210,000                         7,533,750
American Express                                                                       108,000                        14,053,500
American General                                                                       123,000                         9,271,125
American International Group                                                           293,000                        34,299,313
Associates First Capital, Cl. A                                                        180,000                         7,976,250
Bank One                                                                               295,000                        17,570,938
Bank of New York                                                                       279,000                        10,235,812
BankAmerica                                                                            621,000                        45,527,063
CIGNA                                                                                  140,000                        12,460,000
Chase Manhattan                                                                        330,000                        28,586,250
Citigroup                                                                            1,215,000                        57,712,500
Equitable Cos.                                                                         108,000                         7,236,000
Federal Home Loan Mortgage                                                             161,000                         9,338,000
Federal National Mortgage Association                                                  245,900                        16,813,412
First Union                                                                            236,000                        11,092,000
Fleet Financial Group                                                                  202,000                         8,963,750
GE Investment Private Placement Partners 1, L.P. (Units)                                 6.128  (c)                   11,744,532

                                                                                                                     The Fund 7

<PAGE>


STATEMENT OF INVESTMENTS (Unaudited) (CONTINUED)


COMMON STOCKS (CONTINUED)                                                              Shares                          Value ($)
- --------------------------------------------------------------------------------

FINANCE (CONTINUED)
Household International                                                                118,000                         5,590,250
Keycorp                                                                                215,000                         6,906,875
Merrill Lynch                                                                           85,000                         6,794,688
Morgan (J.P.)                                                                           63,000                         8,851,500
Morgan Stanley Dean Witter                                                             139,000                        14,247,500
National City                                                                           86,000                         5,633,000
Schwab (Charles)                                                                        96,500                        10,602,938
Wells Fargo                                                                            590,000                        25,222,500
XL Capital, Cl. A                                                                      112,700                         6,367,550
                                                                                                                     400,630,996

HEALTH SERVICES--.3%
Columbia/HCA Healthcare                                                                350,000                         7,984,375

HEALTH TECHNOLOGY--9.4%
Abbott Laboratories                                                                    360,000                        16,380,000
American Home Products                                                                 309,000                        17,767,500
Amgen                                                                                  128,000                         7,792,000
Bristol-Myers Squibb                                                                   479,000                        33,739,563
Galen Partners II, L.P. (Units)                                                          3.468  (c)                    3,055,814
Johnson & Johnson                                                                      339,000                        33,222,000
Lilly (Eli)                                                                            319,100                        22,855,538
Medtronic                                                                               73,000                         5,684,875
Merck & Co.                                                                            611,000                        45,214,000
Pfizer                                                                                 307,500                        33,748,125
Pharmacia & Upjohn                                                                     118,000                         6,703,875
Schering-Plough                                                                        196,000                        10,388,000
Warner-Lambert                                                                         195,000                        13,528,125
                                                                                                                     250,079,415

INDUSTRIAL SERVICES--.5%
Waste Management                                                                       152,000                         8,170,000
Yorktown Energy Partners, L.P. (Units)                                                   4.754  (c)                    5,030,043
                                                                                                                      13,200,043

NON-ENERGY MINERALS--1.4%
Alcoa                                                                                  584,000                        36,135,000

PROCESS INDUSTRIES--2.2%
Dow Chemical                                                                           153,000                        19,411,875

8
<PAGE>


COMMON STOCKS (CONTINUED)                                                              Shares                          Value ($)
- --------------------------------------------------------------------------------

PROCESS INDUSTRIES (CONTINUED)
duPont (E.I.) deNemours                                                                283,000                        19,332,438
International Paper                                                                    152,000                         7,676,000
Monsanto                                                                               157,000                         6,191,688
Sealed Air                                                                             103,000  (a)                    6,682,125
                                                                                                                      59,294,126

PRODUCER MANUFACTURING--7.5%
AlliedSignal                                                                           226,000                        14,238,000
Delphi Automotive Systems                                                              109,033                         2,023,925
Emerson Electric                                                                       103,000                         6,476,125
General Electric                                                                       917,800                       103,711,400
Honeywell                                                                              111,000                        12,862,125
Illinois Tool Works                                                                     83,000                         6,806,000
Ingersoll-Rand                                                                          80,000                         5,170,000
Minnesota Mining & Manufacturing                                                       104,000                         9,041,500
Tyco International                                                                     292,000                        27,667,000
Xerox                                                                                  168,000                         9,922,500
                                                                                                                     197,918,575

RETAIL TRADE--9.0%
Albertson's                                                                            599,610                        30,917,391
CVS                                                                                    147,000                         7,460,250
Dayton Hudson                                                                          157,000                        10,205,000
Federated Department Stores                                                            240,000  (a)                   12,705,000
Gap                                                                                    210,000                        10,578,750
Home Depot                                                                             397,000                        25,581,688
K mart                                                                                 117,000  (a)                    1,923,188
Kroger                                                                                 194,000  (a)                    5,419,875
SK Equity Fund, L.P. (Units)                                                            17.146  (c)                   43,563,102
Sears, Roebuck & Co.                                                                    47,000                         2,094,438
Wal-Mart Stores                                                                      1,592,000                        76,814,000
Walgreen                                                                               374,000                        10,986,250
                                                                                                                     238,248,932

TECHNOLOGY SERVICES--6.0%
America Online                                                                         252,000  (a)                   27,846,000
Computer Associates International                                                      140,000                         7,700,000
Microsoft                                                                            1,230,000  (a)                  110,930,625
Oracle                                                                                 351,000  (a)                   13,030,875
                                                                                                                     159,507,500

                                                                                                                      The Fund 9

<PAGE>


STATEMENT OF INVESTMENTS (Unaudited) (CONTINUED)


COMMON STOCKS (CONTINUED)                                                              Shares                          Value ($)
- --------------------------------------------------------------------------------

TELECOMMUNICATIONS--.5%
Vodafone Group, A.D.R.                                                                  70,000                        13,790,000

TRANSPORTATION-1.0%
CNF Transportation                                                                     366,600                        14,068,275
Union Pacific                                                                          226,000                        13,178,625
                                                                                                                      27,246,900

UTILITIES--11.8%
AT&T                                                                                   746,399                        41,658,394
AT&T - Liberty Media Group, Cl.A                                                       384,000  (a)                   14,112,000
Ameritech                                                                              654,000                        48,069,000
Bell Atlantic                                                                          188,000                        12,290,500
BellSouth                                                                              526,000                        24,656,250
Coastal                                                                                883,000                        35,320,000
Enron                                                                                   84,000                         6,867,000
GTE                                                                                    388,000                        29,391,000
MCI WorldCom                                                                           448,100                        38,648,625
Sprint (Fon Group)                                                                     322,800                        17,047,875
Sprint (Pcs Group)                                                                     107,000                         6,112,375
Texas Utilities                                                                        750,000                        30,937,500
U S West                                                                               135,000                         7,931,250
                                                                                                                     313,041,769


TOTAL COMMON STOCKS
   (cost $1,967,380,636)                                                                                           2,633,188,151

</TABLE>

10
<PAGE>

<TABLE>

                                                                                    Principal
SHORT-TERM INVESTMENTS--1.0%                                                        Amount ($)                        Value ($)
- --------------------------------------------------------------------------------
<S>                                                                                 <C>                               <C>
Federal Home Loan Banks,
   4.60%, 7/1/1999                                                                  26,000,000                        26,000,000

U.S. Treasury Bills,
   4.67%, 9/30/1999                                                                  2,327,000  (b)                    2,299,634

TOTAL SHORT-TERM INVESTMENTS
(cost $28,299,530)                                                                                                    28,299,634
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS (cost $1,995,680,166)                                                 100.2%                     2,661,487,785

LIABILITIES, LESS CASH AND RECEIVABLES                                                   (.2%)                       (6,291,554)

NET ASSETS                                                                              100.0%                     2,655,196,231

(A)  NON-INCOME PRODUCING
(B)  PARTIALLY HELD BY THE CUSTODIAN IN A SEGREGATED ACCOUNT AS COLLATERAL FOR OPEN FINANCIAL FUTURES POSITIONS.
(C)  SECURITIES RESTRICTED AS TO PUBLIC RESALE.  INVESTMENTS IN RESTRICTED SECURITIES WITH AN AGGREGATE MARKET VALUE OF
     $63,393,491 REPRESENT APPROXIMATELY 2.4% OF NET ASSETS:
</TABLE>
<TABLE>
                                                                                               Net
                                                     Acquisition            Purchase          Assets
Issuer                                                  Date                 Price ($)*        (%)               Valuation ($)**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>               <C>             <C>
GE Investment Private Placement
     Partners I, L.P. (Units)                    5/28/91-9/13/95            1,754,341          .44            1,916,046  per unit

Galen Partners Il, L.P. (Units)                   1/28/93-1/3/97              881,146          .12              881,146  per unit

SK Equity Fund, L.P. (Units)                    12/6/92-10/30/96              749,082         1.64            2,540,433  per unit

Yorktown Energy Partners, L.P. (Units)            3/5/91-9/15/95            1,070,442          .19            1,058,065  per unit

*  AVERAGE COST.
** THE VALUATION OF THESE SECURITIES HAS BEEN DETERMINED IN GOOD FAITH UNDER THE DIRECTION OF THE BOARD OF DIRECTORS.

</TABLE>

Subject to certain limitations, the fund has commitments to invest in the
limited partnership listed below:

                                                      Portion of Committed
Issuer                                                 Amounts Uninvested
- -------------------------------------------------------------------------------

Galen Partners II, L.P. (Units)                            $147,724

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund 11

<PAGE>


STATEMENT OF FINANCIAL FUTURES
June 30, 1999 (Unaudited)

<TABLE>
                                                         Market Value                          Unrealized
                                                          Covered                             Appreciation
                                            Contracts   by Contracts ($)    Expiration         at 6/30/99 ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                         <C>         <C>                 <C>                <C>
FINANCIAL FUTURES LONG

Standard & Poor's 500                       107         36,960,475          September '99      919,785

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.

12
<PAGE>


STATEMENT OF ASSETS AND LIABILITIES
June 30, 1999 (Unaudited)

                                                        Cost          Value
- -------------------------------------------------------------------------------

ASSETS ($):

Investments in securities--See Statement of
Investments                                        1,995,680,166  2,661,487,785

Receivable for investment securities sold                            70,180,063

Dividends receivable                                                  1,653,518

Receivable for futures variation margin--Note 4(a)                      668,750

Receivable for shares of Capital Stock subscribed                        12,968

Prepaid expenses                                                        110,344

                                                                  2,734,113,428
- ------------------------------------------------------------------------------

LIABILITIES ($):

Due to The Dreyfus Corporation and affiliates                         1,565,168

Cash overdraft due to Custodian                                      13,770,543

Payable for investment securities purchased                          40,736,002

Payable for shares of Capital Stock redeemed                         22,415,530

Accrued expenses                                                        429,954

                                                                     78,917,197
- -------------------------------------------------------------------------------

NET ASSETS ($)                                                    2,655,196,231
- -------------------------------------------------------------------------------

COMPOSITION OF NET ASSETS ($):

Paid-in capital                                                   1,914,042,013

Accumulated undistributed investment income--net                        152,336

Accumulated net realized gain (loss) on investments                  74,274,478

Accumulated net unrealized appreciation (depreciation)
   on investments (including $919,785 net unrealized
   appreciation on financial futures)--Note 4(b)                    666,727,404
- -------------------------------------------------------------------------------

NET ASSETS ($)                                                    2,655,196,231
- ------------------------------------------------------------------------------

SHARES OUTSTANDING

(500 million shares of $1 par value Capital Stock authorized)       216,832,186

NET ASSET VALUE, offering and redemption price per share ($)              12.25

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                 The Fund 13

<PAGE>


STATEMENT OF OPERATIONS
Six Months Ended June 30, 1999 (Unaudited)


- -------------------------------------------------------------------------------

INVESTMENT INCOME ($):

Cash dividends (net of $144,218 foreign taxes withheld at source)   14,762,392

Interest                                                               213,504

TOTAL INCOME                                                        14,975,896

EXPENSES:

Management fee--Note 3(a)                                            8,246,705

Shareholder servicing costs--Note 3(a)                                 717,995

Prospectus and shareholders' reports                                   109,121

Custodian fees--Note 3(a)                                               79,408

Professional fees                                                       78,064

Directors' fees and expenses--Note 3(b)                                 42,824

Interest expense--Note 2                                                31,946

Registration fees                                                       30,184

Loan commitment fees--Note 2                                             5,922

Miscellaneous                                                           54,343

TOTAL EXPENSES                                                       9,396,512

INVESTMENT INCOME--NET                                               5,579,384
- -------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NOTE 4 ($):

Net realized gain (loss) on investments and foreign
    currency transactions                                           78,137,430



Net unrealized appreciation (depreciation)
   on investments (including $919,785 net
   unrealized appreciation on financial futures)                   178,368,914

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS             256,506,344

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               262,085,728

SEE NOTES TO FINANCIAL STATEMENTS.

14
<PAGE>


STATEMENT OF CHANGES IN NET ASSETS

                                            Six Months Ended
                                               June 30, 1999          Year Ended
                                                 (Unaudited)   December 31, 1999
- --------------------------------------------------------------------------------

OPERATIONS ($):

Investment income--net                             5,579,384       21,005,290

Net realized gain (loss) on investments           78,137,430      124,164,624

Net unrealized appreciation (depreciation)
   on investments                                178,368,914      266,811,455

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                     262,085,728      411,981,369
- -------------------------------------------------------------------------------

DIVIDENDS TO SHAREHOLDERS FROM ($):

Investment income--net                            (6,418,105)     (24,854,366)

Net realized gain on investments                 (96,343,601)              --

TOTAL DIVIDENDS                                 (102,761,706)     (24,854,366)
- --------------------------------------------------------------------------------

CAPITAL STOCK TRANSACTIONS ($):

Net proceeds from shares sold                    349,876,429      823,497,590

Dividends reinvested                              87,004,670       20,687,231

Cost of shares redeemed                         (527,653,749)  (1,272,738,782)

INCREASE (DECREASE) IN NET ASSETS FROM
   CAPITAL STOCK TRANSACTIONS                    (90,772,650)    (428,553,961)

TOTAL INCREASE (DECREASE) IN NET ASSETS           68,551,372      (41,426,958)
- -------------------------------------------------------------------------------

NET ASSETS ($):

Beginning of Period                            2,586,644,859    2,628,071,817

END OF PERIOD                                  2,655,196,231    2,586,644,859

Undistributed investment income--net                 152,336          991,057
- --------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS (SHARES):

Shares sold                                       28,992,777       78,078,825

Shares issued for dividends reinvested             7,106,249        1,921,698

Shares redeemed                                  (43,810,658)    (120,120,204)

NET INCREASE (DECREASE) IN SHARES OUTSTANDING     (7,711,632)     (40,119,681)

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                 The Fund 15

<PAGE>


FINANCIAL HIGHLIGHTS

The  following table describes the performance for the fiscal periods indicated.
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.

<TABLE>
                                             Six Months
                                                  Ended
                                                June 30,
                                                   1999                           Year Ended December 31,
                                                             -----------------------------------------------------------------
                                                (Unaudited)  1998          1997          1996           1995          1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>           <C>           <C>            <C>           <C>
PER SHARE DATA ($):

Net asset value,
   beginning of period                            11.52      9.93         10.82          10.42         11.93         13.10

Investment Operations:

Investment income--net                              .03(a)    .10           .10            .08           .22           .21

Net realized and unrealized
   gain (loss) on investments                      1.19      1.60          1.01           1.57          2.57          (.76)

Total from Investment Operations                   1.22      1.70          1.11           1.65          2.79          (.55)

Distributions:

Dividends from investment
   income--net                                     (.03)     (.11)         (.08)          (.09)         (.22)         (.22)

Dividends from net realized gain
   on investments                                  (.46)       --         (1.78)         (1.16)        (4.08)         (.40)

Dividends in excess of net realized
   gain on investments                               --        --          (.14)            --            --            --

Total Distributions                                (.49)     (.11)        (2.00)         (1.25)        (4.30)         (.62)

Net asset value, end of period                    12.25     11.52          9.93          10.82         10.42         11.93
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (%)                                  10.56(b)  17.15         10.75          15.85         23.77         (4.26)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA (%):

Ratio of expenses to average
   net assets                                       .36(b)    .73           .71            .73           .74           .74

Ratio of net investment income
   to average net assets                            .21(b)    .82           .85            .70          1.56          1.63

Portfolio Turnover Rate                           34.14(b) 109.61        201.10         220.92        269.26         27.70
- ------------------------------------------------------------------------------------------------------------------------------------

Net Assets, end of period
   ($ x 1,000)                                2,655,196  2,586,645    2,628,072      2,698,767     2,653,539     2,445,300

(A)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(B)  NOT ANNUALIZED.

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.

16
<PAGE>


NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1--Significant Accounting Policies:

The  Dreyfus  Fund  Incorporated (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 provide
investors  with  long-term  capital  growth  consistent with the preservation of
capital. The Dreyfus Corporation (the "Manager") serves as the fund's investment
adviser.  The  Manager  is  a direct subsidiary of Mellon Bank, N.A. ("Mellon").
Premier  Mutual  Fund  Services,  Inc.  is the distributor of the fund's shares,
which are sold to the public without a sales charge.

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

(A) PORTFOLIO VALUATION: Investments in securities (including financial futures)
are  valued  at  the  last  sales price on the securities exchange on which such
securities  are  primarily  traded  or  at  the last sales price on the national
securities  market.  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. Bid price is used
when  no  asked  price  is  available.  Securities  for  which there are no such
valuations  are  valued  at  fair  value  as  determined in good faith under the
direction  of  the  Board  of  Directors.  Investments  denominated  in  foreign
currencies  are  translated to U.S. dollars at the prevailing rates of exchange.

(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 market prices of
securities  held.  Such  fluctuations  are  included  with  the net realized and
unrealized gain or loss from  investments.

                                                                   The Fund 17

<PAGE>


NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

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,  amortization  of  discount  on  investments,  is  recognized on the
accrual  basis.  Under the terms of the custody agreement, the fund receives net
earnings credits based on available cash balances left on deposit.

(D)  DIVIDENDS  TO SHAREHOLDERS: Dividends are recorded on the ex-dividend date.
Dividends from investment income-net are declared and paid on a quarterly basis.
Dividends  from  net  realized  capital  gain  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,  if  any,  it  is  the  policy of the fund not to
distribute such gain.

(E) 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.

18
<PAGE>


NOTE 2--Bank Lines of Credit:

The  fund  participates  with  other  Dreyfus-managed  funds  in  a $600 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 at rates based on prevailing
market    rates    in    effect    at    the    time    of    borrowings.

The  average daily amount of borrowings outstanding during the period ended June
30, 1999 was approximately $1,228,000 with a related weighted average annualized
interest rate of 5.18%.

NOTE 3--Management Fee and Other Transactions With Affiliates:

(A)  Pursuant  to a management agreement (the "Agreement") with the Manager, the
management  fee is payable monthly, based on the following annual percentages of
the  value  of  the fund's average daily net assets: .65 of 1% of the first $1.5
billion;  .625  of  1%  of  the  next  $500  million; .60 of 1% of the next $500
million; and .55 of 1% over $2.5 billion.

The  Agreement provides for an expense reimbursement from the Manager should the
fund's aggregate expenses, exclusive of taxes and brokerage commissions, exceed
1%  of  the  value  of the fund's average daily net assets for any full year. No
expense  reimbursement  was  required  pursuant  to the Agreement for the period
ended June 30, 1999.

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  June  30,  1999,  the  fund was charged $489,764 pursuant to the transfer
agency agreement.

The  fund  compensates  Mellon under a custody agreement for providing custodial
services   for   the   fund.   During   the   period   ended   June

                                                                  The Fund 19

<PAGE>


NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

30,  1999,  the  fund  was  charged  $79,408  pursuant to the custody agreement

(B)  Each  director  who  is  not  an  "affiliated person" as defined in the Act
receives from the fund an annual fee of $6,500 and an attendance fee of $500 per
meeting.  The  Chairman  of  the  Board  receives  an  additional  25%  of  such
compensation.

NOTE 4--Securities Transactions:

(A)  The  aggregate  amount  of  purchases  and  sales of investment securities,
excluding  short-term  securities and financial futures, during the period ended
June 30, 1999, amounted to $882,189,190 and $1,071,200,700, respectively.

The  fund may invest in financial futures contracts in order to gain exposure to
or  protect against changes in the market. The fund is exposed to market risk as
a  result  of  changes  in  the  value  of the underlying financial instruments.
Investments in financial futures require the fund to "mark to market" on a daily
basis,  which  reflects  the  change  in the market value of the contract at the
close  of  each day's trading. Typically, variation margin payments are received
or  made  to  reflect  daily  unrealized gains or losses. When the contracts are
closed,  the  fund recognizes a realized gain or loss. These investments require
initial  margin  deposits  with  a  custodian,  which  consist  of  cash or cash
equivalents, up to approximately 10% of the contract amount. The amount of these
deposits  is  determined by the exchange or Board of Trade on which the contract
is  traded  and  is  subject  to change. Contracts open at June 30, 1999 are set
forth in the Statement of Financial Futures.

(B) At June 30, 1999, accumulated net unrealized appreciation on investments and
financial  futures was $666,727,404, consisting of $682,813,416 gross unrealized
appreciation and $16,086,012 gross unrealized depreciation.

At  June  30, 1999, the cost of investments for Federal income tax  purposes was
substantially  the  same  as  the cost for financial reporting purposes (see the
Statement of Investments).

20
<PAGE>


                                                           For More Information

                        The Dreyfus Fund
                        Incorporated
                        200 Park Avenue
                        New York, NY 10166

                        Manager

                        The Dreyfus Corporation
                        200 Park Avenue
                        New York, NY 10166

                        Custodian

                        Mellon Bank, N.A.
                        One Mellon Bank Center
                        Pittsburgh, PA 15258

                        Transfer Agent &
                        Dividend Disbursing Agent

                        Dreyfus Transfer, Inc.
                        P.O. Box 9671
                        Providence, RI 02940

                        Distributor

                        Premier Mutual Fund Services, Inc.
                        60 State Street
                        Boston, MA 02109

To obtain information:

BY TELEPHONE
Call 1-800-645-6561

BY MAIL  Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

BY E-MAIL  Send your request
to [email protected]

ON THE INTERNET  Information
can be viewed online or
downloaded from:
http://www.dreyfus.com

(c) 1999 Dreyfus Service Corporation                                  026SA996



<PAGE>



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