DREYFUS APPRECIATION FUND, INC.
200 PARK AVENUE
NEW YORK, NY 10166
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
24f-2 Notice - DREYFUS APPRECIATION FUND, INC.
Registration Statement No. 2-68671 - CIK #318478
Gentlemen:
On March 17, 1983, the Registration Statement of Dreyfus Appreciation
Fund, Inc. was declared effective by the SEC. The Registration Statement
represented the Fund's election to register an indefinite number of shares and
this Notice, filed pursuant to Rule 24f-2, is for the fiscal year ended
December 31, 1994.
The following information is furnished:
(a) Shares registered under Securities Act
of 1933 other than pursuant to Rule 24f(2): None
SHARES DOLLAR AMOUNT
(b) Total number of shares sold during
fiscal year ended 12/31/94 subject
to registration under Rule 24f-2: 6,370,453 $ 94,909,134
(c) Less shares redeemed during
fiscal year ended 12/31/94: 7,125,102 $105,515,580
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Net Sales During Year [(b) - (c)]: ( 754,649) ($ 10,606,446)
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CALCULATION OF FEE
Since the shares redeemed exceed the shares sold, no registration fee is
required. An opinion of counsel is enclosed.
Very truly yours,
JJP/ems
John J. Pyburn,
cc: Mr. J. deMichaelis, SEC Assistant Treasurer
Ms. R. McLaughlin, E&Y
