DREYFUS ASSET ALLOCATION FUND INC
497, 1994-02-18
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                                                      February 18, 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 mid-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 board and
shareholders before completion of the merger.  Shareholder approval will be
solicited by a proxy statement.



                 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,
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.


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