Registration Nos. 33-62626
811-7770
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 5 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/X/
Amendment No. 5 /X/
(Check appropriate box or boxes)
DREYFUS ASSET ALLOCATION FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212)
922-6130
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2594
Approximate Date of Proposed Public Offering: As soon as
practicable
after this Registration Statement is declared effective.
It is proposed that this filing will become effective
(check appropriate box)
immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and State of New York, on the 26th day of
August, 1994.
DREYFUS ASSET ALLOCATION FUND, INC.
(Registrant)
By: /s/ Marie E. Connolly
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ Marie E. Connolly President August 26, 1994
Marie E. Connolly (Principal Executive
Officer) and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Lucy Wilson Benson*
Lucy Wilson Benson Director August 26, 1994
/s/ David W. Burke*
David W. Burke Director August 26, 1994
/s/ Martin D. Fife*
Martin D. Fife Director August 26, 1994
/s/ Whitney I. Gerard*
Whitney I. Gerard Director August 26, 1994
/s/ Robert R. Glauber*
Robert R. Glauber Director August 26, 1994
/s/ Arthur A. Hartman*
Arthur A. Hartman Director August 26, 1994
/s/ George L. Perry*
George L. Perry Director August 26, 1994
/s/ Paul Wolfowitz*
Paul Wolfowitz Director August 26, 1994
*BY:/s/ John E. Pelletier
John E. Pelletier,
Attorney-in-Fact August 26, 1994
DREYFUS ASSET ALLOCATION FUND, INC.
Post-Effective Amendment No. 5 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
____________________
EXHIBITS
____________________
INDEX TO EXHIBITS
Page
Other Exhibits:
(a) Power of Attorney
(b) Certificate of Secretary
Other Exhibit
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert
and John E. Pelletier, and each of them, with full power to act
without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all amendments to the
Registration Statement for Dreyfus Asset Allocation Fund, Inc.
(including post-effective amendments and amendments
thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be
done by virtue hereof.
August 26, 1994
Date
/s/ Lucy Wilson Benson
Lucy Wilson Benson,
Board Member
/s/ David W. Burke
David W. Burke,
Board Member
/s/ Martin D. Fife
Martin D. Fife,
Board Member
/s/ Whitney I. Gerard
Whitney I. Gerard,
Board Member
/s/ Robert R. Glauber
Robert R. Glauber,
Board Member
/s/ Arthur A. Hartman
Arthur A. Hartman,
Board Member
/s/ George L. Perry
George L. Perry,
Board Member
/s/ Paul Wolfowitz
Paul Wolfowitz,
Board Member
<PAGE>
OTHER EXHIBIT
DREYFUS ASSET ALLOCATION FUND, INC.
Certificate of Assistant Secretary
The undersigned, Ruth D. Leibert, Assistant Secretary
of Dreyfus Asset Allocation Fund, Inc. (the
"Fund"), hereby certifies that set forth below is a copy of the
resolution adopted by the Fund's Board of Directors
authorizing the signing by Frederick C. Dey, Eric B. Fischman,
Ruth D. Leibert and John Pelletier on behalf of the
proper officers of the Fund pursuant to a power of attorney.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto,
may be signed by any one of Frederick C. Dey, Eric B.
Fischman, Ruth D. Leibert and John
Pelletier as the attorney-in-fact for the proper
officers of the Fund, with full power of
substitution and resubstitution; and that the
appointment of each of such persons as such
attorney-in-fact hereby is authorized and approved; and
that such attorneys-in-fact, and each
of them, shall have full power and authority to do and
perform each and every act and thing
requisite and necessary to be done in connection with
such Registration Statement and any and
all amendments and supplements thereto, as fully to all
intents and purposes as the officer,
for whom he or she is acting as attorney-in-fact, might
or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the Seal of the Fund on August 26, 1994.
/s/ Ruth D. Leibert
Ruth D. Leibert
Assistant Secretary
(SEAL)
