June 20, 1994
DREYFUS ASSET ALLOCATION FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 1994
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."
The Fund's manager, The Dreyfus Corporation ("Dreyfus"), has entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Dreyfus with a subsidiary of Mellon Bank Corporation
("Mellon").
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of Dreyfus and of Mellon. The merger is
expected to occur in August 1994, but could occur significantly later.
As a result of regulatory requirements and the terms of the Merger
Agreement, Dreyfus will seek various approvals from the Fund's
shareholders before completion of the merger. Proxy materials, approved
by the Fund's Board, recently have been mailed to Fund shareholders.
The following information supplements and supersedes information
contained in the section in the Fund's Prospectus entitled "Redemption of
Fund Shares __ Redemption by Wire or Telephone" and describes a new
telephone redemption privilege.
WIRE REDEMPTION PRIVILEGE - An investor may request by wire or
telephone that redemption proceeds (minimum $1,000) be wired to the
investor's account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if the investor's bank is not a member. An
investor may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to the
investor's address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a change of
address, and may limit the amount involved or the number of such
requests.
TELEPHONE REDEMPTION PRIVILEGE __ An investor may redeem Fund shares
(maximum $150,000 per day) by telephone if the investor has checked the
appropriate box on the Fund's Account Application or has filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to the investor's address. An
investor may telephone redemption instructions by calling 1-800-221-
4060 or, if the investor is calling from overseas, call 1-401-455-3306.
The Fund reserves the right to refuse any request made by telephone,
including requests made shortly after a change of address, and may limit
the amount involved or the number of telephone redemption requests. This
Privilege may be modified or terminated at any time by the Transfer Agent
or the Fund. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for
this Privilege.
The following information supersedes and replaces the second and third
sentences of the second paragraph under the section entitled "Management
of the Fund":
The Fund's primary investment officer is Ernest G. Wiggins, Jr. Mr.
Wiggins, who also is Executive Vice President of the Fund, joined The
Dreyfus Corporation in January, 1994. Prior thereto, he was President of
Gabelli International from 1992 to 1993; from 1980 to 1992, he was
employed by Fidelity Management and Research Company, serving as
Director of Training and Development from 1990 to 1992 and as manager
of Fidelity Value Fund from 1982 to 1990.
550/551stkr062094
