August 4, 1994
DREYFUS ASSET ALLOCATION FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED FEBRUARY 1, 1994
I. PROPOSED MERGER OF THE DREYFUS CORPORATION
The Fund's adviser, The Dreyfus Corporation ("Dreyfus"), has entered into
an Agreement and Plan of Merger providing for the merger (the "Merger") of
Dreyfus with a subsidiary of Mellon Bank, N.A. ("Mellon").
Following the Merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon. Closing of the Merger is subject to a number of
contingencies, including approvals of the stockholders of Dreyfus and of
Mellon. The Merger is expected to occur in late August 1994, but could
occur significantly later.
The Merger will result in the automatic termination of the Fund's current
investment advisory agreement with Dreyfus, as required by the Investment
Company Act of 1940, as amended. The Merger also will necessitate
implementation of a new Distribution Plan.
II. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 4, 1994, the Fund's shareholders voted to (a) approve (i) a new
investment advisory agreement with Dreyfus and (ii) a new Distribution
Plan, each to become effective upon the consummation of the Merger.
550/551stkr080494
