DREYFUS FUND INC
N-30D, 2000-02-28
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The Dreyfus Fund
Incorporated

ANNUAL REPORT
December 31, 1999

(reg.tm)





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 Dreyfus and
the fund's other service providers do not properly process and calculate
date-related information from and after January 1, 2000. Dreyfus has taken steps
designed to avoid year 2000-related problems in its systems and to monitor the
readiness  of other service providers.  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.


                                 Contents

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

                             2   Letter from the President

                             3   Discussion of Fund Performance

                             6   Fund Performance

                             7   Statement of Investments

                            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

                            22   Report of Independent Auditors

                            23   Important Tax Information

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

                                 Back Cover

                                                                       The Fund

                                                               The Dreyfus Fund
                                                                   Incorporated

LETTER FROM THE PRESIDENT

Dear Shareholder:

We  are pleased to present this annual report for The Dreyfus Fund Incorporated,
covering  the  12-month  period  from January 1, 1999 through December 31, 1999.
Inside,  you'll find valuable information about how the fund was managed during
the  reporting period, including a discussion with the fund's portfolio manager,
Timothy M. Ghriskey.

The  past year has been both highly volatile and rewarding for many investors in
U.S.  stocks.  On  December  31,  the last trading day of 1999, most major stock
market indices hit new highs, including the Dow Jones Industrial Average, the
S&P 500 Index of large-cap stocks, the technology-heavy Nasdaq 100 and the
Russell 2000 Index of small-capitalization stocks.

These  simultaneous highs masked the remarkable narrowness of the stock market's
advance  in 1999, however. Following the trend established over the past several
years,  growth-oriented  stocks  handily  outperformed  value-oriented  stocks.
Indeed,   until  a  more  broad-based  rally  in  the  fourth  quarter,  stellar
performance  was  generally limited to a handful of highly valued technology and
telecommunications companies. In our view, many fundamentally sound companies in
other market sectors may be selling at attractive valuations.

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

Sincerely,



/s/ Stephen E. Canter
Stephen E. Canter

President and Chief Investment Officer

The Dreyfus Corporation

January 14, 2000




DISCUSSION OF FUND PERFORMANCE

Timothy M. Ghriskey, Portfolio Manager

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

For  the  one-year period ended December 31, 1999, The Dreyfus Fund Incorporated
produced  a  total return of 24.07%.(1) This performance exceeded the Standard &
Poor's  500((reg.tm) ) Composite  Stock  Price Index's ("S&P 500 Index") 21.03%
total return for the same period.(2)

We  attribute  this  strong  performance  to  the surprisingly rapid recovery of
global  capital  markets  in  the  wake  of  1998's  sharp declines, and to the
broadening  of  market  strength  among  large-cap stocks that occurred later in
1999.  We  believe  the  fund's superior performance as compared to the S&P 500
Index,  our  benchmark,  was  the  result  of  our  sector  allocation and stock
selection strategies.

What is the fund's investment approach?

The  Dreyfus  Fund  Incorporated invests primarily in stocks of well-established
U.S.  companies  that we believe demonstrate potential to outperform the S&P 500
Index  with  less  volatility.  Our investment approach targets 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 targets, 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
their operations, interview corporate management and conduct detailed surveys of
the   competitive   environment,   seeking   catalysts   likely   to
                                                                       The  Fund


DISCUSSION OF FUND PERFORMANCE (CONTINUED)

spark  a  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 one-year period was a portfolio of
approximately  100  carefully  selected  stocks, the majority of which performed
well.  Technology stocks represented a relatively large percentage of the fund's
holdings  compared  to  the  S&P  500 Index. Since technology drove much of the
market's  advance throughout the year, our overweighting of this sector boosted
performance.  We  gained  strong  returns from market leaders such as Nokia, Sun
Microsystems and Cisco Systems.

We  also  realized  notably  good  performance  from several other sectors, most
notably consumer cyclicals, consumer staples and basic materials. Among consumer
cyclicals,  we  scored  successes with companies such as Home Depot and Wal-Mart
Stores  that  implemented  effective efforts to expand their business franchises
during the period. In the consumer staples sector, we targeted companies such as
Time  Warner  and  Viacom  that  are  finding  innovative ways to combine media,
technology  and  telecommunications  to  deliver  information  to  consumers and
business.  Finally,  in  basic  materials,  we  invested  in companies poised to
benefit from increasing global economic activity. The fund strongly outperformed
the  S&P  500  Index in this sector, benefiting from well-chosen investments in
providers  of basic industrial products. One such company, Alcoa, appreciated in
value by more than 125% during the year.

What other factors influenced the fund's performance?

The  fund's  performance  was  positively  affected  by our ability to identify
winning stocks even in sectors that, on average, delivered relatively lackluster
returns  during  the  year. For example, the fund significantly outperformed its
benchmark  in the relatively weak sectors of health care and financial services.
Compared  to  the  S&P 500, we took small positions in these two underperforming
sectors and realized relatively strong returns from the investments we held.


On  the  other  hand,  some  holdings  lagged,  even within our best-performing
sectors.  For  example, despite the fund's strong overall returns in technology,
Storage  Technology  and Compaq Computer fell sharply. The fund also experienced
particularly   disappointing  performance  from  investments  in  communications
services,  the  one  sector in which we significantly underperformed the S&P 500
Index.  We  attribute  some of this underperformance to weakness in a few of the
fund's  holdings,  such  as AT&T and Bell Atlantic. We also avoided some of the
sector's  hottest  performers  because  they  failed  to  meet our conservative
investment criteria.

What is the fund's current strategy?

As of December 31, 1999, we have been encouraged by the market's broadening base
of  strength.  Both  growth-  and  value-oriented  stocks,  especially  those of
large-cap  companies,  performed  relatively  well  during  much of the year. Of
course,  we  cannot  be certain that the market's positive trends will continue,
but  we  continue  to  believe  that  investors can benefit from an actively and
conservatively  managed  portfolio  of high quality stocks. Accordingly, we have
adhered  to our consistent, disciplined approach that seeks above-average growth
while managing risk.

January 14, 2000

(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 GAIN DISTRIBUTIONS. THE
     STANDARD & POOR'S 500((reg.tm)) COMPOSITE STOCK PRICE INDEX IS A WIDELY
     ACCEPTED, UNMANAGED INDEX OF U.S. STOCK MARKET PERFORMANCE.

                                                             The Fund
<TABLE>
<CAPTION>

FUND PERFORMANCE

The Dreyfus Fund Incorporated $2,923,921
Standard and Poor's 500 Composite Stock Price Index + $3,617,332.

Comparison of change in value of $10,000 investment in The Dreyfus Fund
Incorporated and the Standard & Poor's 500 Composite Stock Price Index
- --------------------------------------------------------------------------------

Average Annual Total Returns AS OF 12/31/99

                                          Inception                                                                  From
                                            Date             1 Year            5 Years           10 Years          Inception
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>               <C>               <C>                <C>               <C>
FUND                                       5/24/51           24.07%            18.21%             11.87%            12.62%

((+))  SOURCE: LIPPER ANALYTICAL SERVICES, INC.
</TABLE>


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

ALTHOUGH THE FUND COMMENCED OPERATIONS ON 5/24/51, THE STANDARD & POOR'S 500
COMPOSITE STOCK PRICE INDEX WAS AVAILABLE BEGINNING 12/31/51. ACCORDINGLY, THE
ABOVE GRAPH COMPARES A $10,000 INVESTMENT MADE IN THE DREYFUS FUND INCORPORATED
ON 12/31/51 TO A $10,000 INVESTMENT MADE IN THE STANDARD & POOR'S 500 COMPOSITE
STOCK PRICE INDEX ON THAT DATE. ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS ARE
REINVESTED.

THE FUND'S PERFORMANCE SHOWN IN THE LINE GRAPH TAKES INTO ACCOUNT ALL APPLICABLE
FEES AND EXPENSES. THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX IS A
WIDELY ACCEPTED, UNMANAGED INDEX OF U.S. STOCK MARKET PERFORMANCE, WHICH 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.

<TABLE>
<CAPTION>



STATEMENT OF INVESTMENTS

December 31, 1999


COMMON STOCKS--100.1%                                                                           Shares                Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

BASIC INDUSTRIES--.4%

<S>                                                                                             <C>                   <C>
Weyerhaeuser                                                                                    172,400               12,380,475

CONSUMER DURABLES--.9%

Ford Motor                                                                                      287,000               15,336,562

General Motors                                                                                  140,000               10,176,250

                                                                                                                      25,512,812

CONSUMER NON-DURABLES--5.6%

Anheuser-Busch Cos.                                                                             106,000                7,512,750

Coca-Cola                                                                                       562,000               32,736,500

Gillette                                                                                        246,000               10,132,125

Heinz (H.J.)                                                                                    300,000               11,943,750

Kimberly-Clark                                                                                  121,000                7,895,250

PepsiCo                                                                                         368,000               12,972,000

Philip Morris Cos.                                                                              541,000               12,544,438

Procter & Gamble                                                                                473,000               51,823,062

RJ Reynolds Tobacco Holdings                                                                    239,600                4,222,950

Unilever, ADR                                                                                   134,000                7,294,625

                                                                                                                     159,077,450

CONSUMER SERVICES--5.4%

CBS                                                                                             286,000  (a)          18,286,125

Cendant                                                                                         525,000  (a)          13,945,313

Clear Channel Communications                                                                     82,000  (a)           7,318,500

Comcast, Cl. A                                                                                  173,000                8,693,250

Disney (Walt)                                                                                   488,000               14,274,000

Gannett                                                                                          66,000                5,383,125

McDonald's                                                                                      309,000               12,456,563

MediaOne Group                                                                                  221,000  (a)          16,975,562

Time Warner                                                                                     442,000               32,017,375

Viacom, Cl. B                                                                                   385,000  (a)          23,268,437

                                                                                                                     152,618,250

ELECTRONIC TECHNOLOGY--21.5%

Apple Computer                                                                                   72,700  (a)           7,474,469

Applied Materials                                                                                89,000  (a)          11,275,187

Boeing                                                                                          225,000                9,351,563

Cisco Systems                                                                                   920,000  (a)          98,555,000

Compaq Computer                                                                                 385,000               10,419,062

Dell Computer                                                                                   576,000  (a)          29,376,000

                                                                                                     The Fund

STATEMENT OF INVESTMENTS (CONTINUED)


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

ELECTRONIC TECHNOLOGY (CONTINUED)

EMC                                                                                             357,000  (a)          39,002,250

Hewlett-Packard                                                                                 241,000               27,458,938

Intel                                                                                           750,000               61,734,375

International Business Machines                                                                 515,000               55,620,000

Lexmark International Group, Cl. A                                                               85,000  (a)           7,692,500

Lucent Technologies                                                                             885,000               66,209,062

Motorola                                                                                        212,000               31,217,000

Nokia Oyj, ADS                                                                                   79,000               15,010,000

Nortel Networks                                                                                 463,000               46,763,000

Qualcomm                                                                                        144,000  (a)          25,380,000

Sun Microsystems                                                                                442,000  (a)          34,227,375

Tellabs                                                                                          89,000  (a)           5,712,688

Texas Instruments                                                                               198,000               19,181,250

United Technologies                                                                             114,000                7,410,000

                                                                                                                     609,069,719

ENERGY MINERALS--5.3%

BP Amoco, ADS                                                                                   304,000               18,031,000

Chevron                                                                                         148,000               12,820,500

Conoco, Cl. B                                                                                   508,902               12,658,927

Exxon Mobil                                                                                     784,721               63,219,094

Royal Dutch Petroleum, ADR                                                                      616,000               37,229,500

Texaco                                                                                          125,000                6,789,063

                                                                                                                     150,748,084

FINANCE--13.2%

Allstate                                                                                        182,000                4,368,000

American Express                                                                                152,000               25,270,000

American General                                                                                181,000               13,733,375

American International Group                                                                    541,250               58,522,656

AXA Financial                                                                                   216,000                7,317,000

Bank One                                                                                        277,800                8,906,963

Bank of America                                                                                 621,000               31,166,437

Bank of New York                                                                                250,600               10,024,000

Chase Manhattan                                                                                 284,000               22,063,250

Citigroup                                                                                     1,215,000               67,508,437

Federal National Mortgage Association                                                           349,000               21,790,688

Fleet Boston Financial                                                                          559,000               19,460,187

GE Investment Private Placement Partners I, L.P. (Units)                                          5.798  (b)          10,420,671



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

FINANCE (CONTINUED)

Merrill Lynch                                                                                    85,000                7,097,500

Morgan (J.P.)                                                                                    63,000                7,977,375

Morgan Stanley Dean Witter                                                                      201,000               28,692,750

Schwab (Charles)                                                                                186,000                7,137,750

Wells Fargo                                                                                     590,000               23,858,125

                                                                                                                     375,315,164

HEALTH SERVICES--.6%

Columbia/HCA Healthcare                                                                         564,000               16,532,250

HEALTH TECHNOLOGY--8.0%

Abbott Laboratories                                                                             360,000               13,072,500

American Home Products                                                                          294,000               11,594,625

Amgen                                                                                           242,000  (a)          14,535,125

Bristol-Myers Squibb                                                                            547,000               35,110,563

Galen Partners II, L.P. (Units)                                                                   3.468  (b)           2,942,106

Johnson & Johnson                                                                               314,000               29,241,250

Lilly (Eli) & Co.                                                                               255,000               16,957,500

Medtronic                                                                                       274,000                9,983,875

Merck & Co.                                                                                     567,700               38,071,381

Pfizer                                                                                          905,500               29,372,156

Pharmacia & Upjohn                                                                               60,000                2,700,000

Schering-Plough                                                                                 196,000                8,268,750

Warner-Lambert                                                                                  194,000               15,895,875

                                                                                                                     227,745,706

INDUSTRIAL SERVICES--.1%

Yorktown Energy Partners, L.P. (Units)                                                            2.231  (b)           2,162,089

NON-ENERGY MINERALS--.8%

Alcoa                                                                                           205,000               17,015,000

Inco                                                                                            195,000  (a)           4,582,500

                                                                                                                      21,597,500

PROCESS INDUSTRIES--1.7%

Dow Chemical                                                                                     50,000                6,681,250

duPont (E.I.) deNemours                                                                         411,752               27,124,163

International Paper                                                                              93,000                5,248,688

Temple-Inland                                                                                    94,700                6,244,281

Union Carbide                                                                                    31,000                2,069,250

                                                                                                                      47,367,632

                                                                                                     The Fund

STATEMENT OF INVESTMENTS (CONTINUED)


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

PRODUCER MANUFACTURING--6.9%

Caterpillar                                                                                      81,000                3,812,063

General Electric                                                                                932,000              144,227,000

Honeywell International                                                                         268,125               15,467,461

Illinois Tool Works                                                                             100,000                6,756,250

Minnesota Mining & Manufacturing                                                                 94,000                9,200,250

Tyco International                                                                              380,200               14,780,275

                                                                                                                     194,243,299

RETAIL TRADE--8.9%

Dayton Hudson                                                                                   103,000                7,564,063

Gap                                                                                             292,000               13,432,000

Home Depot                                                                                      766,500               52,553,156

Lowes                                                                                           124,000                7,409,000

May Department Stores                                                                           189,000                6,095,250

SK Equity Fund, L.P. (Units)                                                                     16.484  (b)          53,733,200

Wal-Mart Stores                                                                               1,592,000              110,047,000

                                                                                                                     250,833,669

TECHNOLOGY SERVICES--10.7%

America Online                                                                                  753,000  (a)          56,804,438

Charter Communications, Cl. A                                                                   535,700  (a)          11,718,437

Computer Associates International                                                               140,000                9,791,250

eBay                                                                                             39,500  (a)           4,944,906

Electronic Data Systems                                                                         219,000               14,659,313

Microsoft                                                                                     1,186,000  (a)         138,465,500

Oracle                                                                                          351,000  (a)          39,333,937

Yahoo!                                                                                           60,000  (a)          25,961,250

                                                                                                                     301,679,031

TRANSPORTATION--.6%

Burlington Northern Santa Fe                                                                    389,000                9,433,250

CNF Transportation                                                                              218,100                7,524,450

                                                                                                                      16,957,700

UTILITIES--9.5%

AT&T                                                                                            746,399               37,879,749

AT&T - Liberty Media Group, Cl .A                                                               318,000  (a)          18,046,500

Bell Atlantic                                                                                   154,000                9,480,625

BellSouth                                                                                       424,000               19,848,500

Coastal                                                                                         561,000               19,880,438

Enron                                                                                           168,000                7,455,000



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

UTILITIES (CONTINUED)

Global Crossing                                                                                 176,000  (a)           8,800,000

GTE                                                                                             388,000               27,378,250

MCI WorldCom                                                                                    659,550  (a)          34,997,372

SBC Communications                                                                              776,288               37,844,040

Sprint (FON Group)                                                                              196,800               13,247,100

Sprint (PCS Group)                                                                              103,000  (a)          10,557,500

Texas Utilities                                                                                 364,000               12,944,750

U S West                                                                                        157,000               11,304,000

                                                                                                                     269,663,824

TOTAL COMMON STOCKS

   (cost $1,896,102,692)                                                                                           2,833,504,654
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                             Principal
SHORT-TERM INVESTMENTS--.2%                                                                  Amount ($)                Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

Federal Home Loan Banks,

  1.50%, 1/3/2000

   (cost $5,449,546)                                                                          5,450,000                5,449,546
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS (cost $1,901,552,238)                                                          100.3%            2,838,954,200

LIABILITIES, LESS CASH AND RECEIVABLES                                                            (.3%)              (8,329,404)

NET ASSETS                                                                                       100.0%            2,830,624,796

(a) NON-INCOME PRODUCING.

(b) SECURITIES RESTRICTED AS TO PUBLIC RESALE. INVESTMENTS IN RESTRICTED
    SECURITIES WITH AN AGGREGATE MARKET VALUE OF $69,258,066 REPRESENTING
    APPROXIMATELY 2.4% OF NET ASSETS ARE AS FOLLOWS:

                                                             The Fund

STATEMENT OF INVESTMENTS (CONTINUED)

                                                                                   Net
                                                         Acquisition  Purchase  Assets
Issuer                                                          Date  Price ($)*   (%)    Valuation ($)**
- ------------------------------------------------------------------------------------------------------------------------------------

GE Investment Private
   Placement Partners I, L.P. (Units)                5/28/91-9/13/95  1,797,287    .37  1,797,287 per unit

Galen Partners II, L.P. (Units)                       1/28/93-1/3/97    848,358    .10    848,358 per unit

SK Equity Fund, L.P. (Units)                        12/6/92-10/30/96    705,825   1.90  3,259,719 per unit

Yorktown Energy Partners, L.P.
   (Units)                                            3/5/91-9/15/95    996,497    .07    969,112 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)                      $147,742

SEE NOTES TO FINANCIAL STATEMENTS.


STATEMENT OF ASSETS AND LIABILITIES

December 31, 1999

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

ASSETS ($):

Investments in securities--See Statement of
Investments                                         1,901,552,238  2,838,954,200

Dividends receivable                                                  2,169,549

Receivable for investment securities sold                               207,417

Receivable for shares of Capital Stock subscribed                        31,000

Prepaid expenses                                                         31,418

                                                                   2,841,393,584
- --------------------------------------------------------------------------------

LIABILITIES ($):

Due to The Dreyfus Corporation and affiliates                         1,587,505

Cash overdraft due to Custodian                                       1,172,281

Payable for shares of Capital Stock redeemed                          5,326,692

Payable for investment securities purchased                           2,383,848

Accrued expenses                                                        298,462

                                                                     10,768,788
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                    2,830,624,796
- --------------------------------------------------------------------------------

COMPOSITION OF NET ASSETS ($):

Paid-in capital                                                    1,869,295,866

Accumulated net realized gain (loss) on investments
   and foreign currency transactions                                 23,926,968

Accumulated net unrealized appreciation (depreciation)
   on investments--Note 4(b)                                        937,401,962
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                    2,830,624,796
- --------------------------------------------------------------------------------

SHARES OUTSTANDING

(500 million shares of $1 par value Capital Stock authorized)       213,217,303

NET ASSET VALUE, offering and redemption price per share ($)              13.28

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund

STATEMENT OF OPERATIONS

Year Ended December 31, 1999

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

INVESTMENT INCOME ($):

INCOME:

Cash dividends (net of $248,119 foreign taxes withheld at source)   29,136,889

Interest                                                               794,605

TOTAL INCOME                                                        29,931,494

EXPENSES:

Management fee--Note 3(a)                                           16,523,173

Shareholder servicing costs--Note 3(a)                               1,375,416

Custodian fees--Note 3(a)                                              165,357

Professional fees                                                      122,696

Directors' fees and expenses--Note 3(b)                                 85,446

Registration fees                                                       55,081

Prospectus and shareholders' reports                                    34,306

Interest expense--Note 2                                                32,272

Loan commitment fees--Note 2                                            23,215

Miscellaneous                                                           86,034

TOTAL EXPENSES                                                      18,502,996

INVESTMENT INCOME--NET                                              11,428,498
- --------------------------------------------------------------------------------

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

Net realized gain (loss) on investments and foreign currency
transactions                                                       112,627,223

Net realized gain (loss) on financial futures                        2,660,917

NET REALIZED GAIN (LOSS)                                           115,288,140

Net unrealized appreciation (depreciation) on investments          449,043,472

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS             564,331,612

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               575,760,110

SEE NOTES TO FINANCIAL STATEMENTS.


STATEMENT OF CHANGES IN NET ASSETS

                                                       Year Ended December 31,
                                                    ----------------------------

                                                     1999                 1998
- --------------------------------------------------------------------------------

OPERATIONS ($):

Investment income--net                         11,428,498           21,005,290

Net realized gain (loss) on investments       115,288,140          124,164,624

Net unrealized appreciation (depreciation)
   on investments                             449,043,472          266,811,455

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                  575,760,110          411,981,369
- --------------------------------------------------------------------------------

DIVIDENDS TO SHAREHOLDERS FROM ($):

Investment income--net                       (12,722,630)         (24,854,366)

Net realized gain on investments            (183,841,821)                 --

TOTAL DIVIDENDS                             (196,564,451)         (24,854,366)
- --------------------------------------------------------------------------------

CAPITAL STOCK TRANSACTIONS ($):

Net proceeds from shares sold                 679,848,709          823,497,590

Dividends reinvested                          167,780,735           20,687,231

Cost of shares redeemed                     (982,845,166)       (1,272,738,782)

INCREASE (DECREASE) IN NET ASSETS FROM
   CAPITAL STOCK TRANSACTIONS              (135,215,722)          (428,553,961)

TOTAL INCREASE (DECREASE) IN NET ASSETS      243,979,937           (41,426,958)
- --------------------------------------------------------------------------------

NET ASSETS ($):

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

END OF PERIOD                               2,830,624,796        2,586,644,859

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

CAPITAL SHARE TRANSACTIONS (SHARES):

Shares sold                                    55,665,487           78,078,825

Shares issued for dividends reinvested         13,414,475            1,921,698

Shares redeemed                              (80,406,477)        (120,120,204)

NET INCREASE (DECREASE) IN SHARES OUTSTANDING (11,326,515)        (40,119,681)

SEE NOTES TO FINANCIAL STATEMENTS.

                                                             The Fund
<TABLE>
<CAPTION>

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.

                                                                                        Year Ended December 31,
                                                                 -------------------------------------------------------------------

                                                                 1999           1998           1997          1996          1995
- ------------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA ($):

<S>                                                             <C>             <C>           <C>            <C>           <C>
Net asset value, beginning of period                            11.52           9.93          10.82          10.42         11.93

Investment Operations:

Investment income--net                                            .05(a)         .10            .10            .08           .22

Net realized and unrealized
   gain (loss) on investments                                    2.65           1.60           1.01           1.57          2.57

Total from Investment Operations                                 2.70           1.70           1.11           1.65          2.79

Distributions:

Dividends from investment income--net                            (.06)          (.11)          (.08)          (.09)         (.22)

Dividends from net realized gain on
   investments                                                   (.88)           --           (1.78)         (1.16)        (4.08)

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

Total Distributions                                             (.94)           (.11)         (2.00)         (1.25)        (4.30)

Net asset value, end of period                                 13.28           11.52           9.93          10.82         10.42
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (%)                                               24.07           17.15          10.75          15.85         23.77
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA (%):

Ratio of expenses to average net assets                          .71             .73           .71             .73           .74

Ratio of net investment income
   to average net assets                                         .43             .82           .85             .70          1.56

Portfolio Turnover Rate                                        58.61          109.61        201.10          220.92        269.26
- ------------------------------------------------------------------------------------------------------------------------------------

Net Assets, end of period ($ x 1,000)                       2,830,625      2,586,645     2,628,072       2,698,767     2,653,539

(a) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>


NOTES TO FINANCIAL STATEMENTS

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"),
which  is  a  wholly-owned  subsidiary of Mellon Financial Corporation.  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

NOTES TO FINANCIAL STATEMENTS (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.

During  the  period  ended  December  31,  1999,  the fund increased accumulated
undistributed    investment    income-net    by    $303,075    and

decreased  paid-in  capital  by  $303,075.  Net assets were not affected by this
reclassification.

NOTE 2--Bank Line of Credit:

The  fund  participates  with  other  Dreyfus-managed  funds  in  a $500 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
December  31,  1999  was  approximately $551,800 with a related weighted average
annualized interest rate of 5.85%.

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 December 31, 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  December 31, 1999, the fund was charged $972,171 pursuant to the transfer
agency agreement.

                                                             The Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The  fund  compensates  Mellon under a custody agreement for providing custodial
services  for  the fund. During the period ended December 31, 1999, the fund was
charged    $165,357    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.

(c) During the period ended December 31, 1999, the fund incurred total brokerage
commissions  of  $2,996,216,  of  which  $81,576  was  paid to Dreyfus Brokerage
Services, a wholly-owned subsidiary of Mellon Financial Corporation.

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
December 31, 1999, amounted to $1,519,578,048 and $1,813,850,147, 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. Accordingly, 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.  At December 31, 1999, there were no open
financial futures contracts outstanding.


(b) At December 31, 1999, accumulated net unrealized appreciation on investments
was  $937,401,962,  consisting of $978,296,356 gross unrealized appreciation and
$40,894,394 gross unrealized depreciation.

At  December  31,  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).

                                                             The Fund

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
The Dreyfus Fund Incorporated

We  have  audited  the  accompanying  statement of assets and liabilities of The
Dreyfus  Fund  Incorporated,  including  the  statement  of  investments,  as of
December  31,  1999,  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 years 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 auditing standards generally accepted
in the 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.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included verification by examination of
securities  held  by  the  custodian as of December 31, 1999 and confirmation of
securities  not  held  by  the custodian by correspondence with others. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  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 The
Dreyfus  Fund  Incorporated  at December 31, 1999, 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
years, in conformity with accounting principles generally accepted in the United
States.


Ernst & Young LLP
(signature logo)

New York, New York

February 3, 2000



IMPORTANT TAX INFORMATION (Unaudited)

For  Federal  tax  purposes,  the  fund  hereby  designates $.325 per share as a
long-term  capital gain distribution of the $.435 per share paid on December 20,
1999   and  also  designates  $.455  per  share  as  a  long-term  capital  gain
distribution of the $.470 per share paid on June 30, 1999.

The fund also designates 85.23% of the ordinary dividends paid during the fiscal
year  ended December 31, 1999 as qualifying for the corporate dividends received
deduction.

                                                             The Fund

NOTES

                                                           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) 2000 Dreyfus Service Corporation                                  026AR9912




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