DREYFUS APPRECIATION FUND INC
N-30D, 2000-02-24
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Dreyfus

Appreciation Fund, Inc.

ANNUAL REPORT December 31, 1999

(reg.tm)





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

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

Year 2000 Issues (Unaudited)

The fund could be adversely affected if the computer systems used by Dreyfus and
the fund's other service providers do not properly process and calculate
date-related information from and after January 1, 2000. Dreyfus has taken steps
designed to avoid year 2000-related problems in its systems and to monitor the
readiness  of other service providers.  In addition, issuers of securities in
which the fund invests may be adversely affected by year 2000-related problems.
This could have an impact on the value of the fund's investments and its share
price.


                                 Contents

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

                             2   Letter from the President

                             3   Discussion of Fund Performance

                             6   Fund Performance

                             7   Statement of Investments

                            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

                            18   Report of Independent Auditors

                            19   Important Tax Information

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

                                 Back Cover

                                                                       The Fund

                                                Dreyfus Appreciation Fund, Inc.

LETTER FROM THE PRESIDENT

Dear Shareholder:

We  are  pleased  to  present  this annual report for Dreyfus Appreciation Fund,
Inc.,  covering  the  12-month  period from January 1, 1999 through December 31,
1999.  Inside,  you'll find valuable information about how the fund was managed,
including a discussion with the fund's portfolio manager, Fayez Sarofim of Fayez
Sarofim & Co., the fund's sub-investment adviser.

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

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

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

Sincerely,

/s/Stephen E. Canter
Stephen E. Canter
President and Chief Investment Officer
The Dreyfus Corporation
January 14, 2000


2

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?

For  the  12-month  period  ended December 31, 1999, the fund's total return was
9.97% .(1)  For  the  same  period,  the  total  return of the Standard & Poor's
500((reg.tm) ) Composite  Stock  Price  Index  ("S&P 500 Index"), the fund's
benchmark was 21.03%.(2)

We  attribute  the fund's relative underperformance to the narrow base of stocks
that  supported the S&P 500 Index's rise. Much of the Index's advance during the
period   was   driven   by  strong  performance  among  a  relative  handful  of
technology-related  stocks.  Since,  as  of  December 31, 1999 technology stocks
comprised  24% of the Index, but just 17% of the fund, the Index produced higher
returns than the fund.

What is the fund's investment approach?

The  fund  invests  primarily  in  large, well-established, multinational growth
companies  that  we  believe  are  well positioned to weather difficult economic
climates and thrive during favorable times. We focus on purchasing growth stocks
at  a  price we consider to be justified by a company's fundamentals. The result
is  a  portfolio  of  stocks in prominent companies selected for their sustained
patterns  of profitability, strong balance sheets, expanding global presence and
above-average growth potential.

At  the  same  time,  we manage the fund in a manner particularly well suited to
long-term  investors.  Our  investment  approach is based on targeting long-term
growth  rather  than  short-term  profit.  We buy and sell relatively few stocks
during  the  course  of the year, helping to minimize investors' tax liabilities
and  reduce  trading costs. For the 12-month period ended December 31, 1999, the
fund's  portfolio  turnover  rate was 11.77%, well within our goal of an annual
turnover rate below 15% during normal market conditions.

                                                                      The Fund 3


DISCUSSION OF FUND PERFORMANCE (CONTINUED)

What other factors influenced the fund's performance?

As  we  mentioned earlier, most of the benchmark's strong rise was driven by the
performance of an extremely narrow group of technology-related companies. Only a
handful  of stocks in the S&P 500 Index accounted for most of the Index's return
in  1999. While the fund benefited from owning significant positions in a few of
these stocks -- such as technology leaders Intel, Microsoft and Cisco Systems --
our  performance  relative  to  our  benchmark suffered because we held fewer of
these stocks than the S&P 500 Index.

A  wide  range of global, domestic and company-specific issues also affected the
fund's  performance.  During  the  first  half  of  the period, global economic
difficulties  and  weak  consumer  spending  in  many  foreign  markets  created
challenging  conditions  for  multinational  consumer products companies such as
Gillette.  During  the  second  half of the period, rising interest rates took a
toll  on  interest-rate-sensitive  sectors,  including  financials.  Because  we
allocated  more  of  the  fund' s assets to consumer staples and financials than
other sectors, these conditions hurt the fund's overall performance.

What is the fund's current strategy?

Much  of  the  fund's performance results from our sector selection process, an
analysis  designed  to  identify  industries  likely  to enjoy long-term growth.
During the reporting period, this process led us to maintain the fund's emphasis
on   the   health  care,  consumer  staple  and  financial  industries,  and  to
de-emphasize  commodities  and  basic industries. Our investment discipline also
led us away from technology companies with stock prices higher than we judged to
be warranted by their financial strength and growth rates.

While  our  emphasis  on  health care and consumer staple stocks constrained the
fund's ability to keep pace with the S&P 500 Index due to the factors described
above,  many individual holdings in these sectors performed well. The fund's top
performers  included  capital  goods  giant General Electric, which has been the
fund's largest single posi-

4

tion.  Other  winners  included  pharmaceutical  companies Johnson & Johnson and
Bristol-Myers  Squibb  and  consumer  products  companies  Wal-Mart  Stores  and
Colgate-Palmolive.    Furthermore,   despite   the   challenging   interest-rate
environment  and  weakness  in  the  overall  financial  sector,  our individual
holdings  of financial stocks boosted the fund's performance relative to the S&P
500  Index,  as  did  our  underweighting  of the troubled commodities and basic
industry sectors.

As  of  December  31,  1999,  long-term economic trends have led us to emphasize
large  companies  with global operations, established track records, predictable
business  models and products that are sold directly to end-users. Specifically,
both the domestic and overseas economies have continued to perform well. Despite
rising  interest rates, inflation has remained low while consumer confidence has
remained  high.  Overseas,  recovering  economies  in  Japan and Asia as well as
continuing  growth  in  Europe  should  support  the  earnings  of large, global
companies. As a result, we have seen little reason to alter our asset allocation
strategy.  Nor  have we observed changes in company fundamentals that might lead
us to make significant changes among our individual holdings.

January 14, 2000

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

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

                                                                      The Fund 5
<TABLE>
<CAPTION>

FUND PERFORMANCE

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

Average Annual Total Returns AS OF 12/31/99

                                          Inception                                                                  From

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

<S>                                        <C>                <C>              <C>                <C>               <C>
FUND                                       1/18/84            9.97%            26.10%             16.81%            17.44%
</TABLE>

(+) SOURCE: LIPPER ANALYTICAL SERVICES, INC.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

THE ABOVE GRAPH COMPARES A $10,000 INVESTMENT MADE IN DREYFUS APPRECIATION FUND,
INC. ON 1/18/84 (INCEPTION DATE) TO A $10,000 INVESTMENT MADE IN THE STANDARD &
POOR'S 500 COMPOSITE STOCK PRICE INDEX ON THAT DATE. FOR COMPARATIVE PURPOSES,
THE VALUE OF THE INDEX ON 1/31/84 IS USED AS THE BEGINNING VALUE ON 1/18/84. ALL
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS ARE REINVESTED.

THE FUND'S PERFORMANCE SHOWN IN THE LINE GRAPH TAKES INTO ACCOUNT ALL APPLICABLE
FEES AND EXPENSES. THE STANDARD AND POOR'S 500 COMPOSITE STOCK PRICE INDEX IS A
WIDELY ACCEPTED, UNMANAGED INDEX OF U.S. STOCK MARKET PERFORMANCE, WHICH DOES
NOT TAKE INTO ACCOUNT CHARGES, FEES AND OTHER EXPENSES. FURTHER INFORMATION
RELATING TO FUND PERFORMANCE, INCLUDING EXPENSE REIMBURSEMENTS, IF APPLICABLE,
IS CONTAINED IN THE FINANCIAL HIGHLIGHTS SECTION OF THE PROSPECTUS AND ELSEWHERE
IN THIS REPORT.
<TABLE>
<CAPTION>
6


STATEMENT OF INVESTMENTS

December 31, 1999

COMMON STOCKS--99.1%                                                                            Shares                Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

APPAREL--.9%

<S>                                                                                             <C>                   <C>
Christian Dior                                                                                  150,000               37,187,820

Polo Ralph Lauren                                                                               450,000  (a)           7,678,125

                                                                                                                      44,865,945

AUTOMOTIVE--2.4%

Ford Motor                                                                                    2,124,905              113,549,611

BANKING--4.2%

Chase Manhattan                                                                               1,425,000              110,704,687

SunTrust Banks                                                                                1,300,000               89,456,250

                                                                                                                     200,160,937

CAPITAL GOODS--9.2%

Emerson Electric                                                                              1,000,000               57,375,000

General Electric                                                                              1,500,000              232,125,000

Honeywell International                                                                       1,525,000               87,973,438

Rockwell International                                                                        1,210,000               57,928,750

                                                                                                                     435,402,188

COMMUNICATIONS SERVICES--5.9%

Bell Atlantic                                                                                 1,000,000               61,562,500

BellSouth                                                                                     2,375,000              111,179,687

SBC Communications                                                                            2,225,192              108,478,110

                                                                                                                     281,220,297

COMPUTERS--12.1%

Cisco Systems                                                                                 2,000,500  (a)         214,303,563

Hewlett-Packard                                                                               1,000,000              113,937,500

International Business Machines                                                                 150,000               16,200,000

Microsoft                                                                                     1,950,000  (a)         227,662,500

                                                                                                                     572,103,563

ELECTRONICS--7.9%

Conexant Systems                                                                                775,000  (a)          51,440,625

Intel                                                                                         3,950,000              325,134,375

                                                                                                                     376,575,000

ENERGY--6.2%

BP Amoco, ADS                                                                                 1,640,000               97,272,500

Chevron                                                                                         400,000               34,650,000

Exxon Mobil                                                                                   1,646,299              132,629,963

Royal Dutch Petroleum, ADR                                                                      450,000               27,196,875

                                                                                                                     291,749,338

                                                                                                                          The Fund 7

STATEMENT OF INVESTMENTS (CONTINUED)

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

FINANCE-MISC.--8.9%

American Express                                                                                300,000               49,875,000

Associates First Capital, Cl. A                                                               1,901,788               52,180,308

Citigroup                                                                                     2,666,250              148,143,516

Federal National Mortgage Association                                                         1,925,000              120,192,187

Hertz, Cl. A                                                                                    150,000                7,518,750

Merrill Lynch                                                                                   500,000               41,750,000

                                                                                                                     419,659,761

FOOD & DRUGS--2.0%

Walgreen                                                                                      3,300,000               96,525,000

FOOD, BEVERAGE & TOBACCO--6.8%

Anheuser-Busch Cos.                                                                             140,000                9,922,500

Coca-Cola                                                                                     2,400,000              139,800,000

Nestle, ADR                                                                                     340,000               31,110,000

PepsiCo                                                                                       2,050,000               72,262,500

Philip Morris Cos.                                                                            3,000,000               69,562,500

                                                                                                                     322,657,500

HEALTH CARE--15.2%

Abbott Laboratories                                                                           1,650,000               59,915,625

American Home Products                                                                          500,000               19,718,750

Bristol-Myers Squibb                                                                          1,550,000               99,490,625

Johnson & Johnson                                                                             1,600,000              149,000,000

Merck & Co.                                                                                   2,100,000              140,831,250

Pfizer                                                                                        6,300,000              204,356,250

Roche Holdings, ADR                                                                             325,000               38,553,125

Schering-Plough                                                                                 150,000                6,328,125

                                                                                                                     718,193,750

HOUSEHOLD PRODUCTS-MISC.--6.3%

Colgate-Palmolive                                                                             1,325,000               86,125,000

Estee Lauder, Cl. A                                                                             520,000               26,227,500

Gillette                                                                                      1,900,000               78,256,250

Procter & Gamble                                                                              1,000,000              109,562,500

                                                                                                                     300,171,250

INSURANCE--4.6%

American General                                                                                316,000               23,976,500

Berkshire Hathaway, Cl. A                                                                         1,507  (a)          84,542,700

Berkshire Hathaway, Cl. B                                                                            15  (a)              27,450

8

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

INSURANCE (CONTINUED)

Marsh & McLennan Cos.                                                                         1,150,000              110,040,625

                                                                                                                     218,587,275

MEDIA/ENTERTAINMENT--2.1%

Fox Entertainment Group, Cl. A                                                                1,457,700  (a)          36,351,394

McDonald's                                                                                    1,550,000               62,484,375

                                                                                                                      98,835,769

PUBLISHING--1.5%

McGraw-Hill Cos.                                                                              1,075,000               66,246,875

News Corp, ADR                                                                                  120,000                4,590,000

                                                                                                                      70,836,875

RETAIL--2.1%

Wal-Mart Stores                                                                               1,450,000              100,231,250

TRANSPORTATION--.8%

Norfolk Southern                                                                              1,800,000               36,900,000

TOTAL COMMON STOCKS

   (cost $3,004,135,709)                                                                                           4,698,225,309
- ------------------------------------------------------------------------------------------------------------------------------------

PREFERRED STOCKS--.5%
- ------------------------------------------------------------------------------------------------------------------------------------

PUBLISHING;

News Corp, ADS, Cum. $.4428

   (cost $15,964,941)                                                                           800,000               26,750,000
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                              Principal

SHORT-TERM INVESTMENTS--.7%                                                                  Amount ($)                Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

U.S. TREASURY BILLS:

   4.90%, 1/20/2000                                                                           3,108,000                3,101,193

   4.97%, 3/30/2000                                                                          29,322,000               28,956,355

TOTAL SHORT-TERM INVESTMENTS
   (cost $32,061,685)                                                                                                 32,057,548
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS (cost $3,052,162,335)                                                          100.3%            4,757,032,857

LIABILITIES, LESS CASH AND RECEIVABLES                                                            (.3%)             (14,951,781)

NET ASSETS                                                                                       100.0%            4,742,081,076

(A) NON-INCOME PRODUCING.


SEE NOTES TO FINANCIAL STATEMENTS.

                                                                                                                      The Fund 9
</TABLE>
STATEMENT OF ASSETS AND LIABILITIES

December 31, 1999

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

ASSETS ($):

Investments in securities--See Statement of
Investments                                        3,052,162,335  4,757,032,857

Cash                                                                  3,525,830

Dividends receivable                                                  3,292,400

Receivable for shares of Common Stock subscribed                      2,793,761

Prepaid expenses                                                        111,499

                                                                  4,766,756,347
- --------------------------------------------------------------------------------

LIABILITIES ($):

Due to The Dreyfus Corporation and affiliates                         1,526,214

Due to Fayez Sarofim & Co.                                            1,100,141

Due to Distributor                                                    1,006,920

Payable for shares of Common Stock redeemed                          20,482,827

Accrued expenses                                                        559,169

                                                                     24,675,271
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                    4,742,081,076
- --------------------------------------------------------------------------------

COMPOSITION OF NET ASSETS ($):

Paid-in capital                                                   2,998,769,657

Accumulated undistributed investment income--net                        485,701

Accumulated net realized gain (loss) on investments
  and foreign currency transactions                                  37,956,375

Accumulated net unrealized appreciation (depreciation)
  on investments and foreign currency transactions                1,704,869,343
- --------------------------------------------------------------------------------

NET ASSETS ($)                                                    4,742,081,076
- --------------------------------------------------------------------------------

SHARES OUTSTANDING

(300 million shares of $.01 par value Common Stock authorized)      103,693,657

NET ASSET VALUE, offering and redemption price per share ($)             45.73

SEE NOTES TO FINANCIAL STATEMENTS.

10

STATEMENT OF OPERATIONS

Year Ended December 31, 1999

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

INVESTMENT INCOME ($):

INCOME:

Cash dividends (net of $722,226 foreign taxes withheld at source)   65,646,642

Interest                                                             1,089,939

TOTAL INCOME                                                        66,736,581

EXPENSES:

Investment advisory fee--Note 3(a)                                  13,290,398

Sub-Investment advisory fee--Note 3(a)                              12,945,398

Shareholder servicing costs--Note 3(b)                              14,577,790

Interest expense--Note 2                                               481,675

Prospectus and shareholders' reports                                   438,425

Custodian fees--Note 3(b)                                              219,948

Registration fees                                                      217,516

Loan commitment fees--Note 2                                            41,404

Directors' fees and expenses--Note 3(c)                                 37,995

Professional fees                                                       53,691

Miscellaneous                                                           86,047

TOTAL EXPENSES                                                      42,390,287

INVESTMENT INCOME--NET                                              24,346,294
- --------------------------------------------------------------------------------

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

Net realized gain (loss) on investments and foreign currency
transactions                                                        69,316,684

Net unrealized appreciation (depreciation) on investments          347,343,155

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS             416,659,839

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               441,006,133

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                 The Fund 11

STATEMENT OF CHANGES IN NET ASSETS

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

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

OPERATIONS ($):

Investment income--net                         24,346,294          22,086,845

Net realized gain (loss) on investments        69,316,684           6,832,495

Net unrealized appreciation (depreciation)
   on investments                             347,343,155         779,726,182

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                  441,006,133         808,645,522
- --------------------------------------------------------------------------------

DIVIDENDS TO SHAREHOLDERS FROM ($):

Investment income--net                       (23,860,593)         (22,227,913)

Net realized gain on investments             (31,629,698)          (6,915,626)

TOTAL DIVIDENDS                              (55,490,291)         (29,143,539)
- --------------------------------------------------------------------------------

CAPITAL STOCK TRANSACTIONS ($):

Net proceeds from shares sold               2,920,671,160       3,227,561,253

Dividends reinvested                           49,185,985          23,885,824

Cost of shares redeemed                   (2,775,307,800)      (1,846,571,204)

INCREASE (DECREASE) IN NET ASSETS
   FROM CAPITAL STOCK TRANSACTIONS           194,549,345        1,404,875,873

TOTAL INCREASE (DECREASE) IN NET ASSETS      580,065,187        2,184,377,856
- --------------------------------------------------------------------------------

NET ASSETS ($):

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

END OF PERIOD                               4,742,081,076        4,162,015,889

Undistributed investment income--net              485,701                 --
- --------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS (SHARES):

Shares sold                                    66,761,307          86,769,924

Shares issued for dividends reinvested          1,068,187             569,180

Shares redeemed                              (63,059,964)         (49,485,662)

NET INCREASE (DECREASE) IN SHARES OUTSTANDING   4,769,530           37,853,442

SEE NOTES TO FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>

12

FINANCIAL HIGHLIGHTS

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

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

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

PER SHARE DATA ($):

<S>                                                             <C>            <C>            <C>            <C>           <C>
Net asset value, beginning of period                            42.07          32.38          25.58          20.55         15.17

Investment Operations:

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

Net realized and unrealized
   gain (loss) on investments                                    3.97           9.76           6.87           5.03          5.42

Total from Investment Operations                                 4.20           9.99           7.12           5.28          5.75

Distributions:

Dividends from investment income--net                            (.23)          (.23)          (.26)          (.25)         (.34)

Dividends from net realized gain
   on investments                                                (.31)          (.07)          (.06)            --          (.03)

Total Distributions                                              (.54)          (.30)          (.32)          (.25)         (.37)

Net asset value, end of period                                  45.73          42.07           32.38          25.58         20.55
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (%)                                                 9.97          30.85           27.85          25.68         37.89
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA (%):

Ratio of operating expenses
   to average net assets                                          .88            .89             .87            .91           .92

Ratio of interest expense and loan
   commitment fee to
   average net assets                                             .01             --              --             --            --

Ratio of net investment income
   to average net assets                                          .51            .75             .99           1.34          2.28

Portfolio Turnover Rate                                         11.77           1.40            1.23           4.84          4.51
- ------------------------------------------------------------------------------------------------------------------------------------

Net Assets, end of period ($ x 1,000)                       4,742,081      4,162,016       1,977,638        845,497        457,267

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

SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

                                                                    The Fund  13

NOTES TO FINANCIAL STATEMENTS

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

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--Bank Line of Credit:

The  fund  participates  with  other  Dreyfus-managed  funds  in  a $500 million
redemption  credit  facility  (the "Facility") to be utilized for temporary or
emergency  purposes,  including  the  financing  of  redemptions.  In connection
therewith, the fund has agreed to pay commitment fees on its pro rata portion of
the  Facility.  Interest  is  charged  to  the fund at rates based on prevailing
market rates in effect at the time of borrowings.

The  average  daily  amount  of  borrowings  outstanding during the period ended
December  31,  1999 was approximately $8,493,000 with a related weighted average
annualized interest rate of 5.67%.

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 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%

(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

Distributor  determines  the  amounts  to  be paid to Service Agents. During the
period ended December 31, 1999, the fund was charged $11,925,362 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  December  31,  1999,  the  fund  was  charged  $1,450,871 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 December 31, 1999, the fund was
charged $219,948 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.

(d) During the period ended December 31, 1999, the fund incurred total brokerage
commissions  of  $1,080,604,  of  which  $73,000  was  paid to Dreyfus Brokerage
Services, a wholly-owned subsidiary of Mellon Financial Corporation.

NOTE 4--Securities Transactions:

The  aggregate amount of purchases and sales of investment securities, excluding
short-term  securities,  during  the period ended December 31, 1999, amounted to
$737,841,673 and $553,606,014, respectively.

At December 31, 1999, accumulated net unrealized appreciation on investments was
$1,704,870,522,  consisting  of $1,768,680,388 gross unrealized appreciation and
$63,809,866 gross unrealized depreciation.

At  December  31,  1999, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
Statement of Investments).

                                                                    The Fund  17

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors

Dreyfus Appreciation Fund, Inc.

We  have audited the accompanying statement of assets and liabilities of Dreyfus
Appreciation  Fund, Inc., including the statement of investments, as of December
31,  1999,  and the related statement of operations for the year then ended, the
statement  of changes in net assets for each of the two years in the period then
ended,  and  financial highlights for each of the years indicated therein. These
financial  statements  and  financial  highlights  are the responsibility of the
Fund's  management.  Our  responsibility  is  to  express  an  opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable  assurance  about  whether  the  financial statements and
financial  highlights  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements  and  financial  highlights.  Our procedures included
verification  by  examination of securities held by the custodian as of December
31,   1999  and  confirmation  of  securities  not  held  by  the  custodian  by
correspondence  with  others.  An  audit  also includes assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In  our  opinion,  the financial statements and financial highlights referred to
above  present  fairly,  in  all  material  respects,  the financial position of
Dreyfus  Appreciation  Fund,  Inc.  at  December  31,  1999,  the results of its
operations  for  the  year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the indicated years, in conformity with accounting principles generally accepted
in the United States.

                                              [ERNST & YOUNG LLP Signature logo]

New York, New York
February 7, 2000

18

IMPORTANT TAX INFORMATION (Unaudited)

For  Federal  tax  purposes,  the  fund  hereby designates $.3030 per share as a
long-term capital gain distribution of the $.5340 per share paid on December 23,
1999  and  also  designates  $.0030  per  share  as  a  long-term  capital  gain
distribution paid on March 31, 1999.

The fund also designates 100.0% of the ordinary dividends paid during the fiscal
year  ended December 31, 1999 as qualifying for the corporate dividends received
deduction.

                                                                     The Fund 19

NOTE

                                                           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) 2000 Dreyfus Service Corporation                                  141AR9912




COMPARISON OF CHANGE IN VALUE OF $10,000
INVESTMENT IN DREYFUS APPRECIATION FUND, INC.
AND THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE
INDEX

EXHIBIT A:
                 STANDARD
                & POOR'S 500           DREYFUS
  PERIOD      COMPOSITE STOCK       APPRECIATION
               PRICE INDEX *         FUND, INC.

  1/18/84         10,000              10,000
 12/31/84         10,687              11,374
 12/31/85         14,078              15,389
 12/31/86         16,705              17,702
 12/31/87         17,582              18,514
 12/31/88         20,494              21,590
 12/31/89         26,976              27,463
 12/31/90         26,137              26,960
 12/31/91         34,082              37,321
 12/31/92         36,676              39,048
 12/31/93         40,365              39,324
 12/31/94         40,897              40,749
 12/31/95         56,247              56,186
 12/31/96         69,153              70,611
 12/31/97         92,216              90,279
 12/31/98        118,588             118,129
 12/31/99        143,531             129,903

*Source: Lipper Analytical Services, Inc.


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