DREYFUS APPRECIATION FUND INC
N-30D, 1998-08-26
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[dreyfus lion "d" logo] (reg.tm)

[dreyfus logo] (reg.tm)

DREYFUS APPRECIATION FUND, INC.

200 Park Avenue

New York, NY 10166

INVESTMENT ADVISER

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

SUB-INVESTMENT ADVISER

Fayez Sarofim & Co.

Two Houston Center,

Suite 2907

Houston, TX 77010

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






Printed in U.S.A.                                              141SA986

Appreciation

Fund, Inc.

Semi-Annual

Report

June 30, 1998




DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

LETTER TO SHAREHOLDERS

Dear Shareholder:

  We  are  pleased  to  provide you with this semi-annual report for the Dreyfus
Appreciation  Fund,  Inc.  for  the six-month period ended June 30, 1998. During
that  period,  your  Fund  produced  a  total return of 20.94%.*  During the
same period,  the  Standard & Poor's 500 Composite Stock Price Index provided a
total return of 17.72%.**

PORTFOLIO COMPOSITION

  At  the close of the period, the Fund had 2.2% of its net assets in short-term
Treasuries,  and  industry  concentrations  in  consumer staples, financials and
health  care. We are maintaining the Fund's fully invested posture and investing
the short-term cash equivalent assets on a timely basis.

ECONOMIC OUTLOOK

  We  expect average annual Gross Domestic Product (GDP) in the U.S. will expand
this  year  in  a  range  of  2.5% to 3.0%, compared to 4.0% in 1997. Annual CPI
inflation  should  decline  to  1.5% , or  below,  historically  close  to price
stability.  Against  the  backdrop  of  a strong dollar and a budget surplus, we
expect  long-term  interest rates to decline to 5.5% or below by year-end. Sound
corporate  management  and vigilant monetary policy have produced an environment
where  job  creation  remains  healthy  and  the  economy can expand, while wage
inflation  can  be  held  in check. A secular increase in productivity, which is
continuing  in  the  eighth  year of the business cycle, and global competition,
which  limits  pricing power, are also responsible for the positive backdrop for
financial assets.

We believe strong domestic demand will be tempered in the months ahead. We see
weakness  and overcapacity in Asia continuing to restrain pricing as well. Price
deflation in producer prices has weakened growth in the manufacturing sector. We
have  also  seen disinflation in agricultural commodities and commodity products
such  as  oil,  paper,  chemicals  and  steel. Pricing weakness pressures profit
margins,  and  it  is our belief that maintaining corporate competitiveness will
result   in   incremental  downsizing  where  necessary.  Continued  merger  and
acquisition  activity should also undermine job creation in affected industries.
Accordingly,  security  is  likely  to  become  more  of  an issue, and consumer
confidence  and  spending may well moderate from record levels. Still, we do not
think  the  economy  will  enter  a  recession  in  the  foreseeable  future.  A
discernible  pickup  in  demand  in  continental  European  markets  should also
continue  to  be  a  driver  of  global  growth,  offsetting  weakness  in other
economies.

INVESTMENT STRATEGY

  The  United  States  economy  continues to reap the benefits of its ability to
identify,  confront  and tackle structural inefficiencies in both the public and
private  sectors.  Leading  American  global corporations, hardened by the tough
competitive  environment  at  home, are proving to be very effective competitors
internationally  as  more and more economies expose their local companies to the
rigors  of  global  competition.  Particularly  in  the fields of brand consumer
products,  pharmaceuticals,  finance  and technology, these global companies are
able  to  bring  to  the  growing  class of middle-income consumers products and
services  of  high  quality  and  reasonable price. The competitive advantage of
well-managed global corporations is the result of being able to share and spread
the  substantial  costs  of  research, development, advertising and distribution
over a larger base of business than local companies can command. Furthermore, in
environments  of financial panic as are currently occurring in some of the Asian
economies,  the  financial strength and geographic scope of the larger companies
allows for continuation of an expansion strategy as weaker competitors retrench.

  Moderating  growth  and  the  prospect  of  continued low inflation across the
general  economy  provided  a  constructive  backdrop for interest rates, as did
continued  demand  in  the face of diminished supply. In the second half, strong
real income growth should support aggregate demand near current levels, although
we  expect  some  weakness  in job creation as growth moderates. Somewhat slower
growth   among  the  expanding  economies  and  continued  weakness  among  many
developing  economies  should  keep  markets  focused  on  high  quality  global
companies, which have led equity performance year-to-date. In the eighth year of
the current economic cycle, consistency of earnings growth, margin expansion and
strong  cash flow are fundamentals which are driving current performance as well
as  expected predictability of future earnings streams of sectors and individual
companies in the portfolio.

Market Overview

  Measured  broadly,  the  half-year  ended  June 30, 1998 was another period of
solid  advance  for  large caps in general. The S&P 500 achieved a new record of
17.72%  at  the  end  of  the  six-month  period. While the Dow Jones Industrial
Average  (DJIA)  didn' t reach its all-time record, it nonetheless gained 14.16%
for the six months, closing the half-year above 9000.

  The  first  calendar quarter provided most of the strength for the six months.
In the April-June quarter, the S&P 500 gained 3.32% and the DJIA 2.15%.

Stock categories that were strongest during the half-year included financials,
particularly  banks,  brokerages,  insurance and diversified financial services;
technology, especially communications and computer issues; and cyclical consumer
stocks   such  as  advertising,  airlines,  automotive,  broadcasting  and  home
construction.

  The  weak categories for the period included precious metals, oil drilling and
oilfield suppliers, and some industrial issues.

  Corporate  profits dropped sharply from the strong pace of last year. Based on
reports  from  82%  of  companies  in  the  S&P 500, First Call, the statistical
service,  estimated  that  corporate  operating  profits were up about 3% in the
second  quarter  compared  to  a  year  earlier. Of course, there were optimists
forecasting  a  hefty  rise in profits for later this year and early 1999, which
could  potentially  propel  stock  prices  upward.  Yet  most  investors  seemed
preoccupied  with  the here and now, which included the strike at General Motors
plants and the continuing fallout from financial troubles in Japan and Southeast
Asia.

  As  expected,  the Federal Reserve Board at its last meeting made no change in
interest  rates, even though inflationary pressures are a constant worry for the
Fed.  The  reason  for their inaction may well have been the precarious state of
some economies elsewhere in the world, and the desire not to precipitate a major
correction in the U.S. stock market. Even so, the Fed thought it timely to issue
a  stern  warning  to  banks not to become overextended with unwise loans, which
happened in the 1980s.

  Despite  warnings like this, and the fact that stock prices are extremely high
historically  in  relation  to  earnings and cash flow, investors still appeared
eager to own equities. Moreover, surveys of consumer sentiment continued to show
that  the average consumer was more confident about the future than had been the
case in a generation.

INVESTMENT HIGHLIGHTS

  Our   outlook  for  financial  markets  remains  positive,  with  constructive
fundamentals  continuing  to  provide  a  positive backdrop. Our emphasis on the
highest  quality  global  industry  leaders  has benefited total return over the
short  and  longer  term.  Although  the  U.S. is enjoying an extremely positive
confluence  of economic and fiscal variables, markets remain volatile -- serving
as  a discounting mechanism for the future, and reflecting current uncertainties
on  numerous  fronts.  We  believe our approach will continue to serve as a more
risk-averse  approach  to  equity  investing,  while seeking higher relative and
absolute rates of return over a long-term investment horizon.

  The  Fund's performance in excess of the Index during the reporting period was
attributable  to  the  financial services sector, which benefited from declining
interest  rates  and industry consolidation. Although this sector underperformed
the broad Index, correct issue selection and emphasis caused this sector to have
the most positive impact, led by shares of Associates First Capital Cl.A., Chase
Manhattan,  BankAmerica  and Citicorp. The health care sector was the third best
performing  sector  in the Index, and had the second most positive impact on the
Fund's performance, led by shares of Pfizer, Merck & Co., American Home Products
and Abbott Laboratories. The consumer staples, consumer cyclicals and technology
sectors  also  exhibited  strength  with the performance of Coca-Cola, Chrysler,
Microsoft, Ford Motor, Cisco Systems, Nestle and Walgreen.

  We  appreciate  your  investment in the Dreyfus Appreciation Fund, and we will
continue to seek rewarding returns on your behalf.

                 Sincerely,


                [Fayez Sarofim signature logo]

                 Fayez Sarofim

Portfolio Manager

July 16, 1998

New York, NY

* Total return includes reinvestment of dividends and any capital gains paid.

**SOURCE:  LIPPER  ANALYTICAL  SERVICES,  INC.  - Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions. The Standard
& Poor's 500 Composite Stock Price Index is a widely accepted unmanaged index of
U.S. stock market performance.

<TABLE>
<CAPTION>

DREYFUS APPRECIATION FUND, INC.
- ------------------------------------------------------------------------------------------

STATEMENT OF INVESTMENTS                            JUNE 30, 1998 (UNAUDITED)

Common Stocks--97.7%                                                                                    Shares        Value
- ------------------------------------------------------------------------------------------           _________      __________
<S>                                                                                                  <C>              <C>

                     Apparel--1.3%  Christian Dior........................................           150,000        $ 18,833,837

                                    Polo Ralph Lauren.....................................   (a)     450,000          12,600,000

                                    Warnaco Group, Cl. A..................................           180,000           7,638,750
                                                                                                                    ____________

                                                                                                                      39,072,587
                                                                                                                    ____________

                  Automotive--5.9%  Chrysler.............................................          1,100,000          62,012,500

                                    Ford Motor...........................................          1,399,905          82,594,395

                                    General Motors.......................................            500,000          33,406,250
                                                                                                                    ____________

                                                                                                                     178,013,145
                                                                                                                    ------------

                     Banking--8.6%  BankAmerica.........................................             840,000          72,607,500

                                    Chase Manhattan.....................................             950,000          71,725,000

                                    Citicorp............................................             475,000          70,893,750

                                    HSBC Holdings, A.D.R................................              35,000           8,505,000

                                    Sun Trust Banks.....................................             425,000          34,557,813
                                                                                                                    ____________

                                                                                                                     258,289,063
                                                                                                                    ____________

              Basic Materials--2.1%  Dow Chemical.......................................              80,000           7,735,000

                                    duPont (E.I.) de Nemours & Co.......................             650,000          48,506,250

                                    Rohm & Haas.........................................              50,000           5,196,875
                                                                                                                    ____________

                                                                                                                      61,438,125
                                                                                                                    ____________

               Capital Goods--7.1%  AlliedSignal........................................             800,000          35,500,000

                                    Boeing..............................................             525,900          23,435,419

                                    Caterpillar.........................................             430,000          22,736,250


                                    Emerson Electric....................................             300,000          18,112,500

                                    General Electric....................................             850,000          77,350,000

                                    Minnesota Mining & Manufacturing....................             250,000          20,546,875

                                    Rockwell International..............................             275,000          13,217,188
                                                                                                                     ___________

                                                                                                                     210,898,232
                                                                                                                     ___________

      Communication Services--5.0%  Bell Atlantic.......................................             950,000          43,343,750

                                    BellSouth...........................................             700,000          46,987,500

                                    SBC Communications..................................            1,500,192
                                                                                                                     60,007,680
                                                                                                                     ___________

                                                                                                                     150,338,930
                                                                                                                     ___________

                   Computers--5.0%  Cisco Systems......................................  (a)          352,500         32,452,031

                                    Compaq Computer....................................             1,250,000         35,468,750

                                    Hewlett-Packard....................................               600,000         35,925,000

                                    Microsoft..........................................  (a)          425,000         46,059,375
                                                                                                                      __________

                                                                                                                     149,905,156
                                                                                                                     ___________

            Consumer Staples--1.7%  Walgreen..........................................              1,200,000         49,575,000
                                                                                                                     ___________

                 Electronics--2.6%  Intel.............................................              1,050,000         77,831,250
                                                                                                                     ___________

                      Energy--7.4%  British Petroleum, A.D.S..........................                650,000         57,362,500

                                    Chevron...........................................                450,000         37,378,125

                                    Exxon.............................................                850,000         60,615,625

DREYFUS APPRECIATION FUND, INC.
- -------------------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                JUNE 30, 1998 (UNAUDITED)

Common Stocks (continued)                                                                             Shares           Value
- -------------------------------------------------------------------------------------
                                                                                                      ______           ________

                Energy (continued)  Mobil............................................                 475,000      $  36,396,875

                                    Royal Dutch Petroleum (New York Shares)..........                 500,000         27,406,250
                                                                                                                   _____________

                                                                                                                     219,159,375
                                                                                                                   _____________
_

                     Finance--6.7%  American General.................................                 300,000         21,356,250

                                    Associates First Capital, Cl. A..................                  66,894         51,267,476

                                    Federal National Mortgage Association............               1,100,000         66,825,000

                                    Hertz, Cl. A.....................................                 350,000         15,509,375

                                    Merrill Lynch & Co...............................                 490,000         45,202,500

                                                                                                                 _______________

                                                                                                                     200,160,601
                                                                                                                 _______________

   Food, Beverage & Tobacco--10.6%  Anheuser-Busch...................................                 140,000          6,606,250

                                    Coca-Cola........................................               1,450,000        123,975,000

                                    Kellogg..........................................                 250,000          9,390,625

                                    Nestle, A.D.R....................................                 350,000         37,362,500

                                    PepsiCo..........................................               1,275,000         52,514,062

                                    Philip Morris....................................               1,950,000         76,781,250

                                    Unilever, N.V. (New York Shares).................                 100,000          7,893,750
                                                                                                                  ______________

                                                                                                                     314,523,437
                                                                                                                  ______________

                Health Care--18.8%  Abbott Laboratories..............................               1,250,000         51,093,750

                                    American Home Products...........................               1,150,000         59,512,500

                                    Bristol-Myers Squibb.............................                 525,000         60,342,187

                                    Johnson & Johnson................................               1,150,000         84,812,500

                                    Merck & Co.......................................                 800,000        107,000,000

                                    Pfizer...........................................               1,450,000        157,596,875

                                    Roche Holdings, A.D.R............................                 325,000         31,809,375

                                    Schering-Plough..................................                  75,000          6,871,875

                                                                                                                 _______________

                                                                                                                     559,039,062

                                                                                                                 _______________

          Household Products--7.0%  Colgate-Palmolive................................                 500,000         44,000,000

                                    Gillette.........................................               1,300,000         73,693,750

                                    Lauder (Estee)...................................                 250,000         17,421,875

                                    Procter & Gamble.................................                 800,000         72,850,000

                                                                                                                 _______________

                                                                                                                     207,965,625

                                                                                                                 _______________

                   Insurance--3.6%  Berkshire Hathaway, Cl. A........................     (a)             700         54,813,500

                                    General Re.......................................                  60,000         15,210,000

                                    Marsh & McLennan.................................                 600,000         36,262,500

                                                                                                                 _______________

                                                                                                                     106,286,000
                                                                                                                 _______________

         Media/Entertainment--1.7%  Disney (Walt)....................................                 120,000         12,607,500

                                    McDonald's.......................................                 450,000         31,050,000

                                    Tricon Global Restaurants........................    (a)          250,000          7,921,875

                                                                                                                 _______________

                                                                                                                      51,579,375

                                                                                                                 _______________

                  Photography--.6%  Eastman Kodak....................................                 250,000         18,265,625

                                                                                                                 _______________

                   Publishing--.4%  McGraw-Hill Cos..................................                 100,000          8,156,250

                                    News Corp, A.D.R.................................                 120,000          3,855,000
                                                                                                                 _______________

                                                                                                                      12,011,250

                                                                                                                 _______________

DREYFUS APPRECIATION FUND, INC.
- -------------------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)                JUNE 30, 1998 (UNAUDITED)

Common Stocks (continued)                                                                              Shares            Value
- -------------------------------------------------------------------------------------          _______________    ______________

                       Retail--.6%  Wal-Mart Stores..................................                 300,000    $    18,225,000

                                                                                                                 _______________

              Transportation--1.0%  Norfolk Southern.................................               1,000,000         29,812,500
                                                                                                                 _______________

                                    TOTAL COMMON STOCKS

                                        (cost $1,897,462,628)........................                            $ 2,912,389,338

                                                                                                                 ===============


Preferred Stocks--.4%
- -------------------------------------------------------------------------------------

          Publishing; News Corp, A.D.R.

                                        (cost $7,781,484)............................                 450,000     $   12,712,500

                                                                                                                  ==============
</TABLE>

<TABLE>
<CAPTION>



                                                                                                  Principal
Short-Term Investments--2.2%                                                                       Amount
- ------------------------------------------------------------------------------------------
                                                                                              _______________
<S>                                                                                         <C>                  <C>

              U.S. Treasury Bills:  5.02%, 9/10/1998................................         $      6,223,000     $    6,163,072

                                    4.98%, 9/17/1998................................               27,045,000         26,758,864

                                    4.88%, 9/24/1998................................                5,869,000          5,801,917

                                    4.95%, 10/1/1998................................                  100,000             98,729

                                    4.97%, 10/8/1998................................                  100,000             98,633

                                    4.97%, 10/15/1998...............................               27,262,000         26,860,431

                                                                                                                   _____________

                                    TOTAL SHORT-TERM INVESTMENTS
                                        (cost $65,776,028).........................                              $    65,781,646

                                                                                                                 ===============

TOTAL INVESTMENTS (cost $1,971,020,140)............................................                   100.3%     $ 2,990,883,484

                                                                                                      =======   ===============


LIABILITIES, LESS CASH AND RECEIVABLES                                                                  (.3%)   $   (10,263,628)

                                                                                                      =======   ===============

NET ASSETS                                                                                             100.0%   $ 2,980,619,856

                                                                                                      =======   ===============


Notes to Statement of Investments:
</TABLE>
- -----------------------------------------------------------------------------

(a)  Non-income producing.

                      SEE NOTES TO FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>


DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES                 JUNE 30, 1998 (UNAUDITED)

                                                                                                    Cost              Value

                                                                                              _______________     ______________
<S>                                                                                            <C>                <C>

ASSETS:                          Investments in securities--See Statement of
                                 Investments......................................             $1,971,020,140     $2,990,883,484

                                 Cash.............................................                                     3,036,095

                                 Dividends and interest receivable................                                     3,163,833

                                 Receivable for shares of Common Stock
                                 subscribed.......................................                                     2,635,069

                                 Prepaid expenses.................................                                       246,594

                                                                                                                 ______________

                                                                                                                   2,999,965,075

                                                                                                                 _______________

LIABILITIES:                     Due to The Dreyfus Corporation and affiliates.....                                      738,544

                                 Due to Fayez Sarofim & Co.........................                                      631,553

                                 Due to Distributor................................                                      587,028

                                 Payable for investment securities purchased.......                                   16,601,208

                                 Payable for shares of Common Stock redeemed.......                                      454,101

                                 Accrued expenses..................................                                      332,785

                                                                                                                 _______________

                                                                                                                      19,345,219

                                                                                                                 _______________

NET ASSETS........................................................................                                $2,980,619,856

                                                                                                                 ===============



REPRESENTED BY:                  Paid-in capital..................................                                $1,946,896,393

                                 Accumulated undistributed investment
                                 income--net......................................                                     9,502,266

                                 Accumulated net realized gain (loss) on investments
                                   and foreign currency transactions..............                                     4,366,414

                                 Accumulated net unrealized appreciation (depreciation)
                                   on investments and foreign currency
                                   transations....................................                                 1,019,854,783
                                                                                                                _______________

NET ASSETS........................................................................                                $2,980,619,856

                                                                                                                ================


SHARES OUTSTANDING

(100 MILLION SHARES OF $.01 PAR VALUE COMMON STOCK AUTHORIZED)....................                                    76,118,163

NET ASSET VALUE, offering and redemption price per share..........................                                        $39.16

                                                                                                                         =======



                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>



DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF OPERATIONS            SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
INVESTMENT INCOME

INCOME:             Cash dividends (net of $387,191 foreign taxes
<S>                                                                                             <C>                 <C>

                                    withheld at source)...........................               $  19,835,698

                                 Interest.........................................                     808,331

                                                                                                  _____________

                                        Total Income..............................                                  $ 20,644,029

EXPENSES:                        Investment advisory fee--Note 3(a)...............                   3,500,593

                                 Sub-investment advisory fee--Note 3(a)...........                   3,329,510

                                 Shareholder servicing costs--Note 3(b)...........                   3,792,113

                                 Registration fees................................                     227,384

                                 Custodian fees--Note 3(b)........................                      76,021

                                 Prospectus and shareholders' reports.............                      68,707

                                 Directors' fees and expenses--Note 3(c)..........                      19,409

                                 Professional fees................................                      15,510

                                 Loan commitment fees--Note 2.....................                       4,400

                                 Miscellaneous....................................                       9,888

                                                                                                  ____________

                                        Total Expenses............................                                    11,043,535
                                                                                                                     ___________

INVESTMENT INCOME--NET............................................................                                     9,600,494

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

                    Net realized gain (loss) on investments
                                    and foreign currency transactions.............             $     4,025,576

                                 Net unrealized appreciation (depreciation) on
                                    investments and foreign currency
                                    transactions..................................                 442,054,777

                                                                                                   ___________

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS............................                 446,080,353

                                                                                                  _____________

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.............................                                   $455,680,847
                                                                                                                   =============

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>


DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

                                                                                         Six Months Ended
                                                                                          June 30, 1998          Year Ended
                                                                                           (Unaudited)         December 31, 1997
                                                                                          ________________     _______________
<S>                                                                                     <C>                      <C>
OPERATIONS:
  Investment income--net.........................................................        $        9,600,494       $  15,471,076

  Net realized gain (loss) on investments........................................                 4,025,576           4,286,731

  Net unrealized appreciation (depreciation) on investments......................               442,054,777         317,934,827

                                                                                          ________________        _____________

    Net Increase (Decrease) in Net Assets Resulting from Operations.............                455,680,847         337,692,634

                                                                                          ________________        _____________

DIVIDENDS TO SHAREHOLDERS:

  From investment income--net...................................................                --                  (15,585,302)

  In excess of investment income--net...........................................                --                  (98,228)

  From net realized gain on investments.........................................                --                   (3,671,898)

                                                                                          ________________      _______________

    Total Dividends.............................................................                --                  (19,355,428)

                                                                                          ________________      _______________

CAPITAL STOCK TRANSACTIONS:

  Net proceeds from shares sold.................................................              1,342,507,470       3,038,700,676

  Dividends reinvested..........................................................                 --                  17,226,988

  Cost of shares redeemed.......................................................               (795,206,494)     (2,242,123,459)

                                                                                            ________________    _______________

    Increase (Decrease) in Net Assets from Capital Stock Transactions...........                547,300,976         813,804,205

                                                                                            ________________    _______________

       Total Increase (Decrease) in Net Assets..................................              1,002,981,823       1,132,141,411

NET ASSETS:

  Beginning of Period...........................................................              1,977,638,033         845,496,622

                                                                                          ________________      _______________

  End of Period.................................................................            $ 2,980,619,856     $ 1,977,638,033

                                                                                          ================     ===============


UNDISTRIBUTED INVESTMENT INCOME (DISTRIBUTION IN EXCESS OF INVESTMENT INCOME)--NET         $      9,502,266     $       (98,228)

                                                                                          ________________      _______________

CAPITAL SHARE TRANSACTIONS:                                                                     Shares             Shares
                                                                                          ________________      _______________

  Shares sold...................................................................                 36,858,517         102,660,433

  Shares issued for dividends reinvested........................................                    --                  538,558

  Shares redeemed...............................................................                (21,811,039)        (75,178,590)

                                                                                           ________________     _______________

    Net Increase (Decrease) in Shares Outstanding..............................                  15,047,478          28,020,401

                                                                                           ================    ================

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

  Contained  below is per share operating performance data for a share of Common
Stock  outstanding,  total   investment return, ratios to average net assets and
other  supplemental  data  for each period indicated. This  information has been
derived from the Fund's financial statements.
<TABLE>
<CAPTION>



                                                       Six Months Ended

                                                         June 30, 1998                    Year Ended December 31,

                                                                         _______________________________________________________

PER SHARE DATA:                                           (Unaudited)     1997        1996       1995        1994       1993
                                                          __________     ______     ______      ______      ______     ______
<S>                                                         <C>          <C>        <C>         <C>         <C>        <C>
   Net asset value, beginning of period............         $32.38       $25.58     $20.55      $15.17      $14.92     $15.15
                                                           _______       ______     _______     _______     _______    _______

   Investment Operations:

   Investment income--net..........................            .13          .25        .25         .33         .28        .24

   Net realized and unrealized gain (loss)
       on investments..............................           6.65         6.87       5.03        5.42         .26       (.14)

                                                           _______       ______     _______      _______     _______    _______

   Total from Investment Operations................           6.78         7.12       5.28        5.75         .54        .10

                                                           _______       ______     _______      _______     _______    _______

   Distributions:

   Dividends from investment income--net............           --          (.26)      (.25)       (.34)       (.28)      (.24)

   Dividends in excess of investment income--net....            --         (.00)(1)     --          --           --      (.03)

   Dividends from net realized gain on investments..            --         (.06)        --        (.03)       (.01)      (.03)

   Dividends in excess of net realized gain
       on investments...............................            --           --         --          --          --       (.03)

                                                           _______       ______     _______     _______     _______     _______

   Total Distributions..............................            --         (.32)      (.25)       (.37)       (.29)      (.33)

                                                           _______       ______     _______     _______     _______     _______

   Net asset value, end of period...................        $39.16       $32.38     $25.58      $20.55      $15.17     $14.92

                                                           =======      =======    =======      =======     =======    =======


TOTAL INVESTMENT RETURN.............................         20.94%(2)    27.85%     25.68%      37.89%       3.62%       .71%

RATIOS/SUPPLEMENTAL DATA:

   Ratio of expenses to average net assets..........           .44%(2)      .87%       .91%        .92%        .96%      1.07%

   Ratio of net investment income
       to average net assets........................           .38%(2)      .99%      1.34%       2.28%       1.86%      1.66%

   Portfolio Turnover Rate..........................          1.37%(2)     1.23%      4.84%       4.51%       6.58%      9.65%

   Net Assets, end of period (000's Omitted)........     $2,980,620   $1,977,638   $845,497    $457,267    $233,459   $237,018
- ------------------------
(1) Amount represents less than $.01 per share.
(2) Not annualized.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

  Dreyfus   Appreciation  Fund,  Inc.  (the  "Fund") is  registered  under  the
Investment  Company  Act  of  1940  ("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 ("Dreyfus") serves as the Fund's investment adviser. Dreyfus
is  a  direct  subsidiary  of  Mellon Bank, N.A. ("Mellon"). Fayez Sarofim & Co.
("Sarofim") serves  as  the Fund's sub-investment adviser. Premier Mutual Fund
Services,  Inc.  (the  "Distributor") is  the distributor of the Fund's shares,
which are sold to the public without a sales load.

  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 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.

  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 custodian agreement, the Fund received net
earnings  credits  of  $825  during  the  period  ended  June  30, 1998 based on
available cash balances left on deposit. Income earned under this arrangement is
included in interest income.

DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date.
Dividends  from  investment  income-net  and 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.  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  Internal  Revenue  Code,  and  to  make  distributions  of  taxable  income
sufficient to relieve it from substantially all Federal income and excise taxes.

NOTE 2--BANK LINE OF CREDIT:

  The  Fund  participates  with  other  Dreyfus-managed  funds in a $600 million
redemption  credit  facility  ("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. During the period ended June
30, 1998, the fund did not borrow under the Facility.

NOTE 3--INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER
TRANSACTIONS WITH AFFILIATES:

  (a)  Fees  payable  by  the  Fund  pursuant to the provisions of an Investment
Advisory  Agreement  with  Dreyfus  and a Sub-Investment Advisory Agreement with
Sarofim  are  payable monthly, computed on the average daily value of the Fund's
net assets at the following annual rates:

     Average Net Assets                     Dreyfus             Sarofim
     ________________                      ________            _________

     0 up to $25 million                   .44 of 1%          .11 of 1%
     $25 up to $75 million                 .37 of 1%          .18 of 1%
     $75 up to $200 million                .33 of 1%          .22 of 1%
     $200 up to $300 million               .29 of 1%          .26 of 1%
     In excess of $300 million            .275 of 1%         .275 of 1%

(b) Under the Shareholder Services Plan, the Fund pays the Distributor for the
provision  of  certain  services at the annual rate of .25 of 1% of the value of
the  Fund's average daily net assets. The services provided may include personal
services  relating  to  shareholder  accounts,  such  as  answering  shareholder
inquiries  regarding  the  Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. The Distributor may
make  payments  to Service Agents (a securities dealer, financial institution or
other  industry  professional)  in  respect  of  these services. The distributor
determines  the  amounts  to  be paid to Service Agents. During the period ended
June  30,  1998,  the  Fund  was  charged $3,104,592 pursuant to the Shareholder
Services Plan.

DREYFUS APPRECIATION FUND, INC.
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

  The  Fund  compensates  Dreyfus  Transfer,  Inc., a wholly-owned subsidiary of
Dreyfus,   under  a  transfer  agency  agreement  for  providing  personnel  and
facilities  to  perform transfer agency services for the Fund. During the period
ended  June  30,  1998,  the  Fund was charged $381,759 pursuant to the transfer
agency agreement.

  The  Fund  compensates  Mellon  under a custody agreement to provide custodial
services  for  the  Fund.  During  the  period ended June 30, 1998, the Fund was
charged $76,021 pursuant to the custody agreement.

  (c)  Each  director  who  is  not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $2,500 and an attendance fee of $500 per
meeting.  The  Chairman  of  the  Board  receives  an  additional  25%  of  such
compensation.

NOTE 4--SECURITIES TRANSACTIONS:

  The  aggregate  amount  of  purchases  and  sales  of  investment  securities,
excluding  short-term securities, during the period ended June 30, 1998 amounted
to $542,299,319 and $33,761,304, respectively.

  At  June  30, 1998, accumulated net unrealized appreciation on investments was
$1,019,863,344,  consisting  of $1,030,302,338 gross unrealized appreciation and
$10,438,994 gross unrealized depreciation.

  At  June 30, 1998, 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).




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