DREYFUS APPRECIATION FUND INC
N-30D, 1999-08-25
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Dreyfus Appreciation Fund, Inc.

SEMIANNUAL REPORT June 30, 1999

(reg.tm)






<PAGE>

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

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

Year 2000 Issues (Unaudited)

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



<PAGE>

                                 Contents

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

                             2   Letter from the President

                             3   Discussion of Fund Performance

                             6   Statement of Investments

                            10   Statement of Assets and Liabilities

                            11   Statement of Operations

                            12   Statement of Changes in Net Assets

                            13   Financial Highlights

                            14   Notes to Financial Statements

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

                                 Back Cover

<PAGE>



                                                Dreyfus Appreciation Fund, Inc.
                                                                       The Fund

LETTER FROM THE PRESIDENT

Dear Shareholder:

We  are pleased to present this semiannual report for Dreyfus Appreciation Fund,
Inc.  covering  the six-month period from January 1, 1999 through June 30, 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,
Fayez Sarofim, of Fayez Sarofim & Co., the fund's sub-investment adviser.

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

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

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

Sincerely,


Stephen E. Canter
President and Chief Investment Officer
The Dreyfus Corporation

July 15, 1999



<PAGE>

DISCUSSION OF FUND PERFORMANCE

Fayez Sarofim, Portfolio Manager
Fayez Sarofim & Co., Sub-Investment Adviser

How did Dreyfus Appreciation Fund, Inc.  perform relative to its benchmark?

The  fund  produced a total return of 6.88% over the six-month period ended June
30,  1999.(1)  In  comparison,  the  fund's benchmark, the Standard & Poor's 500
Composite Stock Price Index ("S&P 500") provided a 12.38% total return.(2)

Our  relative  underperformance  over  the  six month period was the result of a
combination  of  factors.  The  technology  sector, particularly the high-flying
internet  stocks, performed very strongly during the period, and this is an area
in  which  we  have  chosen  to de-emphasize, given that the constantly changing
nature  of  technology  reduces our confidence in our ability to predict success
factors  more  than  a year or two into the future. An additional contributor to
our underperformance was the substantial correction, after several years of good
performance,  in the pharmaceutical sector, an area where we have committed over
one-sixth  of  the fund's capital. We believe that the long-term outlook for the
pharmaceutical industry remains attractive, and we intend to remain committed to
this sector.

What is the fund's investment approach?

We  evaluate investment opportunities one company at a time in order to identify
large,  established  growth  companies  that  we  believe are well positioned to
weather  difficult  economic  climates  and  thrive during favorable times. Such
companies  typically are selected for their sustained patterns of profitability,
strong  balance sheets, talented management teams, expanding global presence and
above-average growth potential.

We  also  maintain  a  "buy-and-hold"  investment  strategy,  which  is based on
remaining  fully  invested  and  on  targeting  long-term growth over a three to
five-year  time  frame,  rather  than  going  for  short-term profits.

                                                                   The Fund 3

<PAGE>

DISCUSSION OF FUND PERFORMANCE (CONTINUED)

As  a  result,  we tend to buy and sell relatively few stocks over the course of
the year. During the recent six-month period, the fund's portfolio turnover rate
was 3.51%.

Our  investment  strategy  is also predicated on purchasing growth at a price we
consider  to  be  justified  by a company's fundamentals. For example, while the
fund  was  invested  in  several leading technology companies during the period,
such  as  Intel  and  Microsoft,  we  avoided most Internet companies because we
considered  their prices to be higher than warranted by their financial strength
and growth rates.

What other factors influenced the fund's performance?

In  addition  to  the  remarkable  rally of Internet-related stocks early in the
six-month  period,  the  fund's performance was influenced by a change in market
leadership  that  took  place  in  April. When investors began to recognize that
economic  growth  in  the United States and overseas might be stronger than they
had anticipated, they became concerned about a possible resurgence of inflation.
In fact, reports of low levels of U.S. unemployment and rising global energy and
commodity  prices  further  fueled  inflation fears. As a result, interest rates
rose sharply.

When  interest rates rise, growth companies become less attractive to investors.
That' s  because  higher  interest  rates  have  the potential to erode profits.
Accordingly, many investors began to sell their holdings of growth companies and
buy  more  attractively  priced value-oriented companies. In addition, investors
turned  their  attention to companies whose earnings are sensitive to changes in
economic conditions, such as paper and chemical producers. Because our long-term
perspective  favors  companies with consistent and longstanding track records of
earnings  growth,  some  of  the companies in which we invested were hurt by the
market's recent preference for value stocks.

What is the fund's current strategy?

We  continue  to  maintain  the  long-term investment strategy that produced the
fund's  past  success.  Our  company-by-company analyses led us to maintain the
fund's relatively high level of exposure to stocks in

4
<PAGE>


the  financial  services  industry, and relatively low participation in cyclical
and technology stocks.

The  fund's investments in financial services stocks performed particularly well
as investors became more comfortable that the worst-case scenarios were unlikely
to materialize for banks, brokerage firms and insurance companies doing business
in Asian and Latin American emerging markets. Financial giant Citigroup provided
particularly  attractive returns in the wake of the apparently successful merger
of  Citicorp  and  Travelers Group. Companies such as BankAmerica, Merrill Lynch
and Marsh & McLennan also provided attractive returns.

The  fund  also  benefited  from good performance from individual companies in a
variety of sectors. Automobile manufacturer Ford Motor has reported record sales
in  a favorable economic environment. More important, we believe that Ford Motor
is  well  positioned  to  establish itself as a leading competitor in the global
automobile  market. In our opinion, technology company Cisco Systems, a dominant
supplier  of  Internet  infrastructure,  is  another example of a company with a
history of earnings growth that is likely to continue.

Our  investment strategy can be summarized as follows: we believe that, over the
long  term,  superior  companies produce superior returns. We intend to maintain
that strategy regardless of short-term market influences.

July 15, 1999

(1)  TOTAL RETURN INCLUDES REINVESTMENT OF DIVIDENDS AND ANY CAPITAL GAINS PAID.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. SHARE PRICE AND INVESTMENT
RETURN FLUCTUATE SUCH THAT UPON REDEMPTION FUND SHARES MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST.

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

                                                             The Fund 5

<PAGE>


STATEMENT OF INVESTMENTS

June 30, 1999 (Unaudited)

<TABLE>
<CAPTION>



COMMON STOCKS--98.4%                                                                    Shares                        Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>                            <C>
APPAREL--.8%
Christian Dior                                                                         150,000                        24,517,650
Polo Ralph Lauren                                                                      650,000  (a)                   12,350,000
Warnaco Group, Cl. A                                                                   180,000                         4,815,000

                                                                                                                      41,682,650


AUTOMOTIVE--4.0%
Dailmer-Chrysler                                                                       808,200                        71,828,775
Delphi Automotive Systems                                                              349,465                         6,486,944
Ford Motor                                                                           2,124,905                       119,924,326

                                                                                                                     198,240,045


BANKING--6.1%
BankAmerica                                                                          1,251,466                        91,748,101
Chase Manhattan                                                                      1,425,000                       123,440,625
SunTrust Banks                                                                       1,350,000                        93,740,625

                                                                                                                     308,929,351


BASIC MATERIALS--.3%
Dow Chemical                                                                            50,000                         6,343,750
Rohm & Haas                                                                            150,000                         6,431,250

                                                                                                                      12,775,000


CAPITAL GOODS--8.9%
AlliedSignal                                                                         1,525,000                        96,075,000
Boeing                                                                                 553,900                        24,475,457
Emerson Electric                                                                     1,000,000                        62,875,000
General Electric                                                                     1,525,000                       172,325,000
Rockwell International                                                               1,500,000                        91,125,000

                                                                                                                     446,875,457


COMMUNICATIONS SERVICE & MANUFACTURING--6.3%
Bell Atlantic                                                                        1,025,000                        67,009,375
BellSouth                                                                            2,375,000                       111,328,125
SBC Communications                                                                   2,375,192                       137,761,136

                                                                                                                     316,098,636


COMPUTERS--8.8%
Cisco Systems                                                                        2,051,500  (a)                  132,321,750
Compaq Computer                                                                      1,250,000                        29,609,375
Hewlett-Packard                                                                      1,000,000                       100,500,000
Microsoft                                                                            2,000,000  (a)                  180,375,000

                                                                                                                     442,806,125


6
<PAGE>



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

ELECTRONICS--5.2%
Conexant Systems                                                                       475,000  (a)                   27,579,687
Intel                                                                                3,950,000                       235,025,000

                                                                                                                     262,604,687


ENERGY--6.0%
BP Amoco, A.D.S.                                                                       820,000                        88,970,000
Chevron                                                                                450,000                        42,834,375
Exxon                                                                                  950,000                        73,268,750
Mobil                                                                                  660,000                        65,340,000
Royal Dutch Petroleum, A.D.R.                                                          540,000                        32,535,000

                                                                                                                     302,948,125


FINANCE-MISC.--8.9%
American Express                                                                       300,000                        39,037,500
Associates First Capital, Cl. A                                                      1,901,788                        84,272,981
Citigroup                                                                            2,666,250                       126,646,875
Federal National Mortgage Association                                                1,925,000                       131,621,875
Hertz, Cl. A                                                                           350,000                        21,700,000
Merrill Lynch                                                                          575,000                        45,964,062

                                                                                                                     449,243,293


FOOD & DRUGS--1.9%
Walgreen                                                                             3,300,000                        96,937,500


FOOD, BEVERAGE & TOBACCO--7.9%
Anheuser-Busch                                                                         140,000                         9,931,250
Coca-Cola                                                                            2,400,000                       150,000,000
Kellogg                                                                                125,000                         4,125,000
Nestle, A.D.R.                                                                         350,000                        31,850,000
PepsiCo                                                                              2,050,000                        79,309,375
Philip Morris  Cos.                                                                  3,000,000                       120,562,500

                                                                                                                     395,778,125


HEALTH CARE--17.5%
Abbott Laboratories                                                                  1,750,000                        79,625,000
American Home Products                                                               1,800,000                       103,500,000
Bristol-Myers Squibb                                                                 1,600,000                       112,700,000
Johnson & Johnson                                                                    1,600,000                       156,800,000
Merck & Co.                                                                          2,100,000                       155,400,000
Pfizer                                                                               2,100,000                       230,475,000

                                                                                                                The Fund 7

<PAGE>



STATEMENT OF INVESTMENTS (Unaudited) (CONTINUED)


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

HEALTH CARE (CONTINUED)
Roche Holdings, A.D.R.                                                                 325,000                        33,434,375
Schering-Plough                                                                        160,000                         8,480,000

                                                                                                                     880,414,375


HOUSEHOLD PRODUCTS-MISC.--5.2%
Colgate-Palmolive                                                                      675,000                        66,656,250
Estee Lauder Cos.                                                                      520,000                        26,065,000
Gillette                                                                             1,900,000                        77,900,000
Procter & Gamble                                                                     1,000,000                        89,250,000

                                                                                                                     259,871,250


INSURANCE--4.3%
American General                                                                       316,000                        23,818,500
Berkshire Hathaway, Cl. A                                                                1,507  (a)                  103,832,300
Berkshire Hathaway, Cl. B                                                                   15  (a)                       33,600
Marsh & McLennan                                                                     1,175,000                        88,712,500

                                                                                                                     216,396,900


MEDIA/ENTERTAINMENT--2.6%
Disney (Walt)                                                                          450,000                        13,865,625
Fox Entertainment Group, Cl. A                                                       1,457,700  (a)                   39,266,794
McDonald's                                                                           1,550,000                        64,034,375
Tricon Global Restaurants                                                              250,000  (a)                   13,531,250

                                                                                                                     130,698,044


PUBLISHING--1.2%
McGraw-Hill                                                                          1,075,000                        57,982,813
News Corp, A.D.R.                                                                      120,000                         4,237,500

                                                                                                                      62,220,313

RETAIL--1.4%
Wal-Mart Stores                                                                      1,450,000                        69,962,500

TRANSPORTATION--1.1%
Norfolk Southern                                                                     1,900,000                        57,237,500

TOTAL COMMON STOCKS
   (cost $3,345,037,186)                                                                                           4,951,719,876

8
<PAGE>



PREFERRED STOCKS--.5%                                                                   Shares                         Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

PUBLISHING;
News Corp., A.D.R.
   (cost $15,964,941)                                                                  800,000                        25,250,000
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Principal
SHORT-TERM INVESTMENTS--.9%                                                         Amount ($)                         Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

U.S. TREASURY BILLS:
4.45%, 9/23/1999                                                                    45,356,000                        44,874,455
4.65%, 9/30/1999                                                                     1,872,000                         1,849,985

TOTAL SHORT-TERM INVESTMENTS
   (cost $46,735,050)                                                                                                 46,724,440
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS (cost $3,407,737,177)                                                  99.8%                     5,023,694,316

CASH AND RECEIVABLES (NET)                                                                 .2%                        11,534,452

NET ASSETS                                                                              100.0%                     5,035,228,768

(A)  NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

                                                                   The Fund 9

<PAGE>


STATEMENT OF ASSETS AND LIABILITIES

June 30, 1999 (Unaudited)

                                                            Cost         Value
- -------------------------------------------------------------------------------
ASSETS ($):

Investments in securities--See Statement of
Investments                                         3,407,737,177  5,023,694,31

Cash                                                                 18,473,809

Receivable for investment securities sold                            46,640,272

Receivable for shares of Common Stock subscribed                      4,443,387

Dividends receivable                                                  3,617,964

Prepaid expenses                                                        259,752

                                                                  5,097,129,500
- -------------------------------------------------------------------------------


LIABILITIES ($):

Due to The Dreyfus Corporation and affiliates                         1,374,071

Due to Fayez Sarofim & Co.                                            1,088,498

Due to Distributor                                                      995,906

Payable for shares of Common Stock redeemed                          57,895,539

Interest payable--Note 2                                                 21,653

Accrued expenses                                                        525,065

                                                                     61,900,732
- --------------------------------------------------------------------------------
NET ASSETS ($)                                                    5,035,228,768
- --------------------------------------------------------------------------------

COMPOSITION OF NET ASSETS ($):

Paid-in capital                                                   3,369,365,873

Accumulated undistributed investment income--net                     13,946,852

Accumulated net realized gain (loss) on investments                  35,972,249

Accumulated net unrealized appreciation (depreciation)
   on investments and foreign currency transactions               1,615,943,794
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                    5,035,228,768
- --------------------------------------------------------------------------------

SHARES OUTSTANDING

(300 million shares of $.01 par value Common Stock authorized)      111,999,162

NET ASSET VALUE, offering and redemption price per share ($)              44.96

SEE NOTES TO FINANCIAL STATEMENTS.

10
<PAGE>


STATEMENT OF OPERATIONS

Six Months Ended June 30, 1999 (Unaudited)


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

INVESTMENT INCOME ($):

INCOME:

Cash dividends (net of $859,100 foreign taxes withheld at source)   33,452,680

Interest                                                             1,087,390

TOTAL INCOME                                                        34,540,070

EXPENSES:

Investment advisory fee--Note 3(a)                                   6,536,239

Sub-investment advisory fee--Note 3(a)                               6,365,157

Shareholder servicing costs--Note 3(b)                               6,977,511

Registration fees                                                      252,810

Prospectus and shareholders' reports                                   246,643

Custodian fees--Note 3(b)                                              104,060

Professional fees                                                       23,454

Interest expense--Note 2                                                21,653

Directors' fees and expenses--Note 3(c)                                 17,928

Loan commitment fees--Note 2                                             9,040

Miscellaneous                                                           38,723

TOTAL EXPENSES                                                      20,593,218

INVESTMENT INCOME--NET                                              13,946,852
- --------------------------------------------------------------------------------

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

Net realized gain (loss) on investments                             36,034,898

Net unrealized appreciation (depreciation) on investments
   and foreign currency transactions                               258,417,606

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS             294,452,504

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               308,399,356

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                   The Fund 11

<PAGE>


STATEMENT OF CHANGES IN NET ASSETS

                                          Six Months Ended
                                           June 30, 1999          Year Ended

                                              (Unaudited)  December 31, 1998
- -------------------------------------------------------------------------------

OPERATIONS ($):

Investment income--net                             13,946,852     22,086,845

Net realized gain (loss) on investments            36,034,898      6,832,495

Net unrealized appreciation (depreciation)
   on investments                                 258,417,606    779,726,182

NET INCREASE (DECREASE) IN NET ASSETS

   RESULTING FROM OPERATIONS                      308,399,356    808,645,522
- -------------------------------------------------------------------------------

DIVIDENDS TO SHAREHOLDERS FROM ($):

Investment income--net                                    --    (22,227,913)

Net realized gain on investments                    (332,038)    (6,915,626)

TOTAL DIVIDENDS                                     (332,038)   (29,143,539)
- -------------------------------------------------------------------------------

CAPITAL STOCK TRANSACTIONS ($):

Net proceeds from shares sold                   1,886,074,198  3,227,561,253

Dividends reinvested                                  251,019     23,885,824

Cost of shares redeemed                       (1,321,179,656) (1,846,571,204)

INCREASE (DECREASE) IN NET ASSETS FROM

   CAPITAL STOCK TRANSACTIONS                    565,145,561   1,404,875,873

TOTAL INCREASE (DECREASE) IN NET ASSETS          873,212,879   2,184,377,856
- -------------------------------------------------------------------------------

NET ASSETS ($):

Beginning of Period                             4,162,015,889  1,977,638,033

END OF PERIOD                                   5,035,228,768  4,162,015,889

Undistributed investment income--net               13,946,852            --
- -------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS (SHARES):

Shares sold                                        43,470,026     86,769,924

Shares issued for dividends reinvested                  5,769        569,180

Shares redeemed                                   (30,400,760)   (49,485,662)

NET INCREASE (DECREASE) IN SHARES OUTSTANDING      13,075,035     37,853,442

SEE NOTES TO FINANCIAL STATEMENTS.

12
<PAGE>


FINANCIAL HIGHLIGHTS

The  following table describes the performance for the fiscal periods indicated.
Total  return  shows  how  much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions.  These  figures  have  been  derived  from  the  fund's financial
statements.

<TABLE>
<CAPTION>


                                           Six Months Ended
                                            June 30, 1999                                Year Ended December 31,
                                                                    ----------------------------------------------------------------

                                                (Unaudited)         1998         1997           1996          1995          1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>           <C>            <C>           <C>           <C>
PER SHARE DATA ($):

Net asset value,

   beginning of period                               42.07         32.38         25.58          20.55         15.17         14.92

Investment Operations:

Investment income--net                                 .13(a)        .23           .25            .25            .33          .28

Net realized and unrealized
   gain (loss) on investments                         2.76          9.76          6.87           5.03           5.42          .26

Total from Investment Operations                      2.89          9.99          7.12           5.28           5.75          .54

Distributions:

Dividends from investment

   income--net                                          --          (.23)         (.26)          (.25)         (.34)         (.28)

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

Dividends from net realized gain
   on investments                                     (.00)(b)      (.07)         (.06)            --          (.03)         (.01)

Total Distributions                                     --          (.30)         (.32)          (.25)         (.37)         (.29)

Net asset value, end of period                       44.96         42.07         32.38          25.58         20.55         15.17
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (%)                                      6.88(c)      30.85         27.85          25.68         37.89          3.62
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA (%):

Ratio of expenses to average

   net assets                                          .44(c)       .89            .87            .91           .92           .96

Ratio of net investment income

   to average net assets                               .29(c)       .75            .99           1.34          2.28          1.86

Portfolio Turnover Rate                               3.51(c)      1.40           1.23           4.84          4.51          6.58
- ------------------------------------------------------------------------------------------------------------------------------------

Net Assets, end of period
   ($ x 1,000)                                   5,035,229    4,162,016      1,977,638        845,497        457,267      233,459

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

(B)  AMOUNT REPRESENTS LESS THAN $.01 PER SHARE.

(C)  NOT ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

                                                                   The Fund 13

<PAGE>


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,  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  ("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 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 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.

14
<PAGE>


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  discounts  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  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 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.

                                                                   The Fund 15

<PAGE>


NOTES TO FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

NOTE 2--Bank Line of Credit:

The  fund  participates  with  other  Dreyfus-managed  funds  in  a $600 million
redemption  credit  facility  (the  "Facility") to be utilized for temporary or
emergency  purposes,  including  the  financing  of  redemptions.  In connection
therewith, the fund has agreed to pay commitment fees on its pro rata portion of
the  Facility.  Interest  is  charged  to  the fund at rates based on prevailing
market rates in effect at the time of borrowings.

The  average daily amount of borrowings outstanding during the period ended June
30,  1999 was approximately $826,500, with a related weighted average annualized
interest rate of 5.21%.

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:

<TABLE>
<CAPTION>


       Average Net Assets                                                                        Dreyfus                   Sarofim
       -----------------------------------------------------------------------------------------------------------------------------
     <S>                                                                                       <C>                        <C>
     0 up to $25 million  . . . . . . . . . . . . . . . . . . . . . . . . .                    .44 of 1%                  .11 of 1%

     $25 million up to $75 million  . . . . . . . . . . . . . . . . . . . .                    .37 of 1%                  .18 of 1%

     $75 million up to $200 million . . . . . . . . . . . . . . . . . . . .                    .33 of 1%                  .22 of 1%

     $200 million up to $300 million  . . . . . . . . . . . . . . . . . . .                    .29 of 1%                  .26 of 1%

     In excess of $300 million  . . . . . . . . . . . . . . . . . . . . . .                    .275 of 1%                 .275 of 1%

</TABLE>
(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

16
<PAGE>


Distributor  determines  the  amounts  to  be paid to Service Agents. During the
period  ended  June  30,  1999,  the fund was charged $5,864,271 pursuant to the
Shareholder Services Plan.

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,  1999,  the  fund was charged $615,084 pursuant to the transfer
agency agreement.

The  fund  compensates  Mellon under a custody agreement for providing custodial
services  for  the  fund.  During  the  period ended June 30, 1999, the fund was
charged $104,060 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, 1999, amounted to
$721,778,757 and $163,336,386, respectively.

At  June  30,  1999,  accumulated net unrealized appreciation on investments was
$1,615,957,139,  consisting  of $1,625,415,477 gross unrealized appreciation and
$9,458,338 gross unrealized depreciation.

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

                                                                   The Fund 17

<PAGE>


                        For More Information

                        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

                        Distributor

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

To obtain information:

BY TELEPHONE
Call 1-800-645-6561

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

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

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

(c) 1999 Dreyfus Service Corporation                                  141SA996



<PAGE>



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