UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF

REGISTERED MANAGEMENT INVESTMENT COMPANY 

Investment Company Act file number: 811- 3081 

Dreyfus Appreciation 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)

Michael A. Rosenberg, Esq.

200 Park Avenue

New York, New York 10166

(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000 

Date of fiscal year end: 12/31

Date of reporting period: July 1, 2006-June 30, 2007

Item 1. Proxy Voting Record

======================= DREYFUS APPRECIATION FUND, INC. ========================

ABBOTT LABORATORIES
Ticker: ABT		Security ID: 002824100
Meeting Date: APR 27, 2007		Meeting Type: Annual
Record Date: FEB 28, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R.S. Austin		For	For	Management
1.2	Elect Director W.M. Daley		For	For	Management
1.3	Elect Director W.J. Farrell		For	For	Management
1.4	Elect Director H.L. Fuller		For	For	Management
1.5	Elect Director R.A. Gonzalez		For	For	Management
1.6	Elect Director D.A.L. Owen		For	For	Management
1.7	Elect Director B. Powell Jr.		For	For	Management
1.8	Elect Director W.A. Reynolds		For	For	Management
1.9	Elect Director R.S. Roberts		For	For	Management
1.10	Elect Director S.C. Scott III		For	For	Management
1.11	Elect Director W.D. Smithburg		For	For	Management
1.12	Elect Director G.F. Tilton		For	For	Management
1.13	Elect Director M.D. White		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named Executive		Against	For	Shareholder
	Officers' Compensation
4	Separate Chairman and CEO Positions		Against	Against	Shareholder

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

ALTRIA GROUP, INC.
Ticker: MO		Security ID: 02209S103
Meeting Date: APR 26, 2007		Meeting Type: Annual
Record Date: MAR 5, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Elizabeth E. Bailey		For	For	Management
1.2	Elect Director Harold Brown		For	For	Management
1.3	Elect Director Mathis Cabiallavetta		For	For	Management
1.4	Elect Director Louis C. Camilleri		For	For	Management
1.5	Elect Director J. Dudley Fishburn		For	For	Management
1.6	Elect Director Robert E. R. Huntley		For	For	Management
1.7	Elect Director Thomas W. Jones		For	For	Management
1.8	Elect Director George Munoz		For	For	Management
1.9	Elect Director Lucio A. Noto		For	For	Management
1.10	Elect Director John S. Reed		For	For	Management
1.11	Elect Director Stephen M. Wolf		For	For	Management
2	Ratify Auditors		For	For	Management
3	Provide for Cumulative Voting		Against	Against	Shareholder
4	Disclose Information on Secondhand Smoke		Against	Against	Shareholder
5	Cease Add Campaigns Oriented to Prevent		Against	Against	Shareholder
	Youth Smoking
6	Cease Production, Promotion, and		Against	Against	Shareholder
	Marketing of Tobacco Products
7	Adopt Animal Welfare Policy		Against	Against	Shareholder

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

AMERICAN EXPRESS CO.
Ticker: AXP		Security ID:	025816109
Meeting Date: APR 23, 2007		Meeting Type: Annual
Record Date: FEB 28, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel F. Akerson		For	For	Management
1.2	Elect Director Charlene Barshefsky		For	For	Management
1.3	Elect Director Ursula M. Burns		For	For	Management
1.4	Elect Director Kenneth I. Chenault		For	For	Management
1.5	Elect Director Peter Chernin		For	For	Management
1.6	Elect Director Vernon E. Jordan, Jr.		For	For	Management
1.7	Elect Director Jan Leschly		For	For	Management
1.8	Elect Director Richard C. Levin		For	For	Management
1.9	Elect Director Richard A. McGinn		For	For	Management
1.10	Elect Director Edward D. Miller		For	For	Management
1.11	Elect Director Frank P. Popoff		For	For	Management
1.12	Elect Director Steven S. Reinemund		For	For	Management
1.13	Elect Director Robert D. Walter		For	For	Management
1.14	Elect Director Ronald A. Williams		For	For	Management
2	Ratify Auditors		For	For	Management
3	Approve Omnibus Stock Plan		For	For	Management
4	Provide for Cumulative Voting		Against	Against	Shareholder

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

AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG		Security ID:	026874107
Meeting Date: MAY 16, 2007		Meeting Type: Annual
Record Date: MAR 23, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Marshall A. Cohen		For	For	Management
1.2	Elect Director Martin S. Feldstein		For	For	Management
1.3	Elect Director Ellen V. Futter		For	For	Management
1.4	Elect Director Stephen L. Hammerman		For	For	Management
1.5	Elect Director Richard C. Holbrooke		For	For	Management
1.6	Elect Director Fred H. Langhammer		For	For	Management
1.7	Elect Director George L. Miles, Jr.		For	For	Management
1.8	Elect Director Morris W. Offit		For	For	Management
1.9	Elect Director James F. Orr, III		For	For	Management
1.10	Elect Director Virginia M. Rometty		For	For	Management
1.11	Elect Director Martin J. Sullivan		For	For	Management
1.12	Elect Director Michael H. Sutton		For	For	Management
1.13	Elect Director Edmund S.W. Tse		For	For	Management
1.14	Elect Director Robert B. Willumstad		For	For	Management
1.15	Elect Director Frank G. Zarb		For	For	Management
2	Ratify Auditors		For	For	Management
3	Approve Omnibus Stock Plan		For	For	Management
4	Performance-Based and/or Time-Based		Against	For	Shareholder

Equity Awards

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

AMERIPRISE FINANCIAL, INC.
Ticker: AMP		Security ID:	03076C106
Meeting Date: APR 25, 2007		Meeting Type: Annual
Record Date: FEB 28, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director James M. Cracchiolo		For	For	Management
2	Elect Director Warren D. Knowlton		For	For	Management
3	Elect Director H. Jay Sarles		For	For	Management
4	Elect Director Robert F. Sharpe, Jr.		For	For	Management
5	Amend Omnibus Stock Plan		For	For	Management
6	Ratify Auditors		For	For	Management

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

ANHEUSER-BUSCH COMPANIES, INC.
Ticker: BUD		Security ID:	035229103
Meeting Date: APR 25, 2007		Meeting Type: Annual
Record Date: FEB 28, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director August A. Busch III		For	For	Management
1.2	Elect Director August A. Busch IV		For	For	Management
1.3	Elect Director Carlos Fernandez G.		For	For	Management
1.4	Elect Director James R. Jones		For	For	Management
1.5	Elect Director Andrew C. Taylor		For	For	Management
1.6	Elect Director Douglas A. Warner III		For	For	Management
2	Approve Omnibus Stock Plan		For	For	Management
3	Approve Nonqualified Employee Stock		For	For	Management
	Purchase Plan
4	Ratify Auditors		For	For	Management
5	Report on Charitable Contributions		Against	Against	Shareholder

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

AUTOMATIC DATA PROCESSING, INC.
Ticker: ADP		Security ID:	053015103
Meeting Date: NOV 14, 2006		Meeting Type: Annual
Record Date: SEP 15, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gregory D. Brenneman		For	For	Management
1.2	Elect Director Leslie A. Brun		For	For	Management
1.3	Elect Director Gary C. Butler		For	For	Management
1.4	Elect Director Leon G. Cooperman		For	For	Management
1.5	Elect Director R. Glenn Hubbard		For	For	Management
1.6	Elect Director John P. Jones		For	For	Management

1.7	Elect Director Ann Dibble Jordan	For	For	Management
1.8	Elect Director Frederic V. Malek	For	For	Management
1.9	Elect Director Henry Taub	For	For	Management
1.10	Elect Director Arthur F. Weinbach	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

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

BANK OF AMERICA CORP.
Ticker: BAC		Security ID:	060505104
Meeting Date: APR 25, 2007		Meeting Type: Annual
Record Date: MAR 2, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director William Barnet, III		For	For	Management
2	Elect Director Frank P. Bramble, Sr.		For	For	Management
3	Elect Director John T. Collins		For	For	Management
4	Elect Director Gary L. Countryman		For	For	Management
5	Elect Director Tommy R. Franks		For	For	Management
6	Elect Director Charles K. Gifford		For	For	Management
7	Elect Director W. Steven Jones		For	For	Management
8	Elect Director Kenneth D. Lewis		For	For	Management
9	Elect Director Monica C. Lozano		For	For	Management
10	Elect Director Walter E. Massey		For	For	Management
11	Elect Director Thomas J. May		For	For	Management
12	Elect Director Patricia E. Mitchell		For	For	Management
13	Elect Director Thomas M. Ryan		For	For	Management
14	Elect Director O. Temple Sloan, Jr.		For	For	Management
15	Elect Director Meredith R. Spangler		For	For	Management
16	Elect Director Robert L. Tillman		For	For	Management
17	Elect Director Jackie M. Ward		For	For	Management
18	Ratify Auditors		For	For	Management
19	Prohibit Executive Stock-Based Awards		Against	Against	Shareholder
20	Change Size of Board of Directors		Against	Against	Shareholder
21	Separate Chairman and CEO Positions		Against	Against	Shareholder

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

BERKSHIRE HATHAWAY INC.
Ticker: BRK.A		Security ID:	084670108
Meeting Date: MAY 5, 2007		Meeting Type: Annual
Record Date: MAR 6, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Warren E. Buffett		For	For	Management
1.2	Elect Director Charles T. Munger		For	For	Management
1.3	Elect Director Howard G. Buffett		For	For	Management
1.4	Elect Director Susan L. Decker		For	For	Management
1.5	Elect Director William H. Gates III		For	For	Management
1.6	Elect Director David S. Gottesman		For	For	Management
1.7	Elect Director Charlotte Guyman		For	For	Management
1.8	Elect Director Donald R. Keough		For	For	Management

1.9	Elect Director Thomas S. Murphy	For	For	Management
1.10	Elect Director Ronald L. Olson	For	For	Management
1.11	Elect Director Walter Scott, Jr.	For	For	Management
2	Prohibit Investments in Foreign	Against	Against	Shareholder
	Corporations Operating in Markets
	Embargoed by the United States Government

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

BP PLC
Ticker:		BP	Security ID: 055622104
Meeting Date: APR 12, 2007			Meeting Type: Annual
Record Date:		FEB 9, 2007
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	TO RECEIVE THE DIRECTORS			ANNUAL REPORT	For	For	Management
	AND ACCOUNTS
2	TO APPROVE THE DIRECTORS			REMUNERATION	For	For	Management
	REPORT
3.1	Elect	Director Dr D C Allen			For	For	Management
3.2	Elect	Director Lord Browne			For	For	Management
3.3	Elect	Director Mr A Burgmans			For	For	Management
3.4	Elect	Director Sir William Castell			For	For	Management
3.5	Elect	Director Mr I C Conn			For	For	Management
3.6	Elect	Director Mr E B Davis, Jr			For	For	Management
3.7	Elect	Director Mr D J Flint			For	For	Management
3.8	Elect	Director Dr B E Grote			For	For	Management
3.9	Elect	Director Dr A B Hayward			For	For	Management
3.10	Elect	Director Mr A G Inglis			For	For	Management
3.11	Elect	Director Dr D S Julius			For	For	Management
3.12	Elect	Director Sir Tom Mckillop			For	For	Management
3.13	Elect	Director Mr J A Manzoni			For	For	Management
3.14	Elect	Director Dr W E Massey			For	For	Management
3.15	Elect	Director Sir Ian Prosser			For	For	Management
3.16	Elect	Director Mr P D Sutherland			For	For	Management
4	Ratify Auditors				For	For	Management
5	TO GIVE LIMITED AUTHORITY TO MAKE				For	For	Management
	POLITICAL DONATIONS AND INCUR POLITICAL
	EXPENDITURE
6	TO AUTHORIZE THE USE OF ELECTRONIC				For	For	Management
	COMMUNICATIONS
7	SPECIAL RESOLUTION: TO GIVE LIMITED				For	For	Management
	AUTHORITY FOR THE PURCHASE OF ITS OWN
	SHARES BY THE COMPANY
8	TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For					For	Management
	SPECIFIED AMOUNT
9	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO				For	For	Management
	ALLOT A LIMITED NUMBER OF SHARES FOR CASH
	FREE OF PRE-EMPTION RIGHTS

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

CHEVRON CORPORATION

Ticker: CVX		Security ID: 166764100
Meeting Date: APR 25, 2007		Meeting Type: Annual
Record Date: MAR 12, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Samuel H. Armacost		For	For	Management
2	Elect Director Linnet F. Deily		For	For	Management
3	Elect Director Robert E. Denham		For	For	Management
4	Elect Director Robert J. Eaton		For	For	Management
5	Elect Director Sam Ginn		For	For	Management
6	Elect Director Franklyn G. Jenifer		For	For	Management
7	Elect Director Sam Nunn		For	For	Management
8	Elect Director David J. O'Reilly		For	For	Management
9	Elect Director Donald B. Rice		For	For	Management
10	Elect Director Peter J. Robertson		For	For	Management
11	Elect Director Kevin W. Sharer		For	For	Management
12	Elect Director Charles R. Shoemate		For	For	Management
13	Elect Director Ronald D. Sugar		For	For	Management
14	Elect Director Carl Ware		For	For	Management
15	Ratify Auditors		For	For	Management
16	Reduce Supermajority Vote Requirement		For	For	Management
17	Adopt Human Rights Policy		Against	Against	Shareholder
18	Adopt Greenhouse Gas Emission Reduction		Against	Against	Shareholder
	Goals
19	Adopt Animal Welfare Policy		Against	Against	Shareholder
20	Separate Chairman and CEO Positions		Against	Against	Shareholder
21	Approve/Amend Terms of Existing Poison		Against	Against	Shareholder
	Pill
22	Report on Market Specific Environmental		Against	Against	Shareholder
	Laws

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

CHRISTIAN DIOR
Ticker: CDI		Security ID: F26334106
Meeting Date: MAY 10, 2007		Meeting Type: Annual/Special
Record Date: MAY 4, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Accept Consolidated Financial Statements		For	For	Management
	and Statutory Reports
2	Approve Financial Statements and		For	For	Management
	Discharge Directors
3	Approve Special Auditors' Report		For	Against	Management
	Regarding Related-Party Transactions
4	Approve Allocation of Income and		For	For	Management
	Dividends of EUR 1.41 per Share
5	Reelect Raymond Wibaux as Director		For	Against	Management
6	Authorize Repurchase of Up to 0.5 Percent For			For	Management
	of Issued Share Capital
7	Approve Reduction in Share Capital via		For	For	Management
	Cancellation of Repurchased Shares
8	Authorize Issuance of Equity or		For	For	Management
	Equity-Linked Securities with Preemptive
	Rights up to Aggregate Nominal Amount of

	EUR 40 Million
9	Authorize Issuance of Equity or	For	For	Management
	Equity-Linked Securities without
	Preemptive Rights up to Aggregate Nominal
	Amount of EUR 40 Million
10	Authorize Capital Increase of Up to EUR	For	For	Management
	40 Million for Future Exchange Offers
11	Authorize Board to Increase Capital in	For	For	Management
	the Event of Additional Demand Related to
	Delegation Submitted to Shareholder Vote
	Above
12	Amend Article 17 of Association Re:	For	For	Management
	Record Date

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

CITIGROUP INC.
Ticker: C		Security ID: 172967101
Meeting Date: APR 17, 2007		Meeting Type: Annual
Record Date: FEB 21, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director C. Michael Armstrong		For	For	Management
2	Elect Director Alain J.P. Belda		For	For	Management
3	Elect Director George David		For	For	Management
4	Elect Director Kenneth T. Derr		For	For	Management
5	Elect Director John M. Deutch		For	For	Management
6	Elect Director Roberto Hernandez Ramirez		For	For	Management
7	Elect Director Klaus Kleinfeld		For	For	Management
8	Elect Director Andrew N. Liveris		For	For	Management
9	Elect Director Anne Mulcahy		For	For	Management
10	Elect Director Richard D. Parsons		For	For	Management
11	Elect Director Charles Prince		For	For	Management
12	Elect Director Judith Rodin		For	For	Management
13	Elect Director Robert E. Rubin		For	For	Management
14	Elect Director Franklin A. Thomas		For	For	Management
15	Ratify Auditors		For	For	Management
16	Report on Government Service of Employees Against			Against	Shareholder
17	Report on Political Contributions		Against	Against	Shareholder
18	Report on Charitable Contributions		Against	Against	Shareholder
19	Approve Report of the Compensation		Against	For	Shareholder
	Committee
20	Report on Pay Disparity		Against	Against	Shareholder
21	Separate Chairman and CEO Positions		Against	Against	Shareholder
22	Stock Retention/Holding Period		Against	Against	Shareholder
23	Restore or Provide for Cumulative Voting		Against	Against	Shareholder
24	Amend Bylaws to Permit Shareholders to		Against	For	Shareholder
	Call Special Meetings

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

COCA-COLA COMPANY, THE
Ticker: KO	Security ID:	191216100

Meeting Date: APR 18, 2007 Meeting Type: Annual
Record Date: FEB 20, 2007
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Herbert A. Allen	For	For	Management
2	Elect Director Ronald W. Allen	For	For	Management
3	Elect Director Cathleen P. Black	For	For	Management
4	Elect Director Barry Diller	For	For	Management
5	Elect Director E. Neville Isdell	For	For	Management
6	Elect Director Donald R. Keough	For	For	Management
7	Elect Director Donald F. McHenry	For	For	Management
8	Elect Director Sam Nunn	For	For	Management
9	Elect Director James D. Robinson, III	For	For	Management
10	Elect Director Peter V. Ueberroth	For	For	Management
11	Elect Director James B. Williams	For	For	Management
12	Ratify Auditors	For	For	Management
13	Approve Executive Incentive Bonus Plan	For	For	Management
14	Limit Executive Compensation	Against	Against	Shareholder
15	Advisory Vote to Ratify Named Executive	Against	For	Shareholder
	Officers' Compensation
16	Report on Chemical and Biological Testing Against		Against	Shareholder
	Data
17	Report on Environmental Liabilities in	Against	Against	Shareholder
	India
18	Performance-Based and/or Time-Based	Against	For	Shareholder
	Equity Awards

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

CONOCOPHILLIPS
Ticker: COP		Security ID: 20825C104
Meeting Date: MAY 9, 2007		Meeting Type: Annual
Record Date: MAR 12, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director James E. Copeland, Jr.		For	For	Management
2	Elect Director Kenneth M. Duberstein		For	For	Management
3	Elect Director Ruth R. Harkin		For	For	Management
4	Elect Director William R. Rhodes		For	For	Management
5	Elect Director J. Stapleton Roy		For	For	Management
6	Elect Director William E. Wade, Jr.		For	For	Management
7	Ratify Auditors		For	For	Management
8	Report on Political Contributions		Against	Against	Shareholder
9	Report on Renewable Energy Sources		Against	Against	Shareholder
10	Require Director Nominee Qualifications		Against	Against	Shareholder
11	Report on Environmental Damage from		Against	Against	Shareholder
	Drilling in the National Petroleum
	Reserve
12	Report on Indigenous Peoples Rights		Against	Against	Shareholder
	Policies
13	Report on Community Impact of Operations		Against	Against	Shareholder

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

EMERSON ELECTRIC CO.
Ticker: EMR		Security ID:	291011104
Meeting Date: FEB 6, 2007		Meeting Type: Annual
Record Date: NOV 28, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Fernandez G		For	For	Management
1.2	Elect Director W. J. Galvin		For	For	Management
1.3	Elect Director R. L. Ridgway		For	For	Management
1.4	Elect Director R. L. Stephenson		For	For	Management
2	Ratify Auditors		For	For	Management

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

ESTEE LAUDER COMPANIES INC., THE
Ticker: EL		Security ID: 518439104
Meeting Date: OCT 31, 2006		Meeting Type: Annual
Record Date: SEP 15, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Rose Marie Bravo		For	For	Management
1.2	Elect Director Paul J. Fribourg		For	For	Management
1.3	Elect Director Mellody Hobson		For	For	Management
1.4	Elect Director Irvine O. Hockaday, Jr.		For	For	Management
1.5	Elect Director Barry S. Sternlicht		For	For	Management
2	Ratify Auditors		For	For	Management

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

EXXON MOBIL CORP.
Ticker: XOM		Security ID: 30231G102
Meeting Date: MAY 30, 2007		Meeting Type: Annual
Record Date: APR 5, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Boskin		For	For	Management
1.2	Elect Director William W. George		For	For	Management
1.3	Elect Director James R. Houghton		For	For	Management
1.4	Elect Director William R. Howell		For	For	Management
1.5	Elect Director Reatha Clark King		For	For	Management
1.6	Elect Director Philip E. Lippincott		For	For	Management
1.7	Elect Director Marilyn Carlson Nelson		For	For	Management
1.8	Elect Director Samuel J. Palmisano		For	For	Management
1.9	Elect Director Steven S Reinemund		For	For	Management
1.10	Elect Director Walter V. Shipley		For	For	Management
1.11	Elect Director J. Stephen Simon		For	For	Management
1.12	Elect Director Rex W. Tillerson		For	For	Management
2	Ratify Auditors		For	For	Management
3	Restore or Provide for Cumulative Voting		Against	Against	Shareholder
4	Amend Articles/Bylaws/Charter -- Call		Against	For	Shareholder
	Special Meetings
5	Separate Chairman and CEO Positions		Against	Against	Shareholder

6	Initiate Payment of Cash Dividend	Against	Against	Shareholder
7	Advisory Vote to Ratify Named Executive	Against	For	Shareholder
	Officers' Compensation
8	Company-Specific- Amend Article IX of the Against		Against	Shareholder
	Corporation's by-laws
9	Review Executive Compensation	Against	Against	Shareholder
10	Limit Executive Compensation	Against	Against	Shareholder
11	Claw-back of Payments under Restatements	Against	For	Shareholder
12	Report on Political Contributions	Against	Against	Shareholder
13	Amend Equal Employment Opportunity Policy Against		Against	Shareholder
	to Prohibit Discrimination Based on
	Sexual Orientation
14	Report on Environmental Accountability	Against	Against	Shareholder
15	Report on Emission Reduction Goals	Against	Against	Shareholder
16	Report on Carbon Dioxide Emissions	Against	Against	Shareholder
	Information at Gas Stations
17	Adopt Policy to Increase Renewable Energy Against		Against	Shareholder
	Portfolio

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

GENERAL ELECTRIC CO.
Ticker: GE		Security ID: 369604103
Meeting Date: APR 25, 2007		Meeting Type: Annual
Record Date: FEB 26, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.		For	For	Management
1.2	Elect Director William M. Castell		For	For	Management
1.3	Elect Director Ann M. Fudge		For	For	Management
1.4	Elect Director Claudio X. Gonzalez		For	For	Management
1.5	Elect Director Susan Hockfield		For	For	Management
1.6	Elect Director Jerry R. Immelt		For	For	Management
1.7	Elect Director Andrea Jung		For	For	Management
1.8	Elect Director Alan G. Lafley		For	For	Management
1.9	Elect Director Robert W. Lane		For	For	Management
1.10	Elect Director Ralph S. Larsen		For	For	Management
1.11	Elect Director Rochelle B. Lazarus		For	For	Management
1.12	Elect Director Sam Nunn		For	For	Management
1.13	Elect Director Roger S. Penske		For	For	Management
1.14	Elect Director Robert J. Swieringa		For	For	Management
1.15	Elect Director Douglas A. Warner III		For	For	Management
1.16	Elect Director Robert C. Wright		For	For	Management
2	Ratify Auditors		For	For	Management
3	Adopt Majority Vote Standard in Director		For	For	Management
	Elections
4	Approve Omnibus Stock Plan		For	For	Management
5	Company-Specific-Approve Material Terms		For	For	Management
	of Senior Officer Performance Goals
6	Provide for Cumulative Voting		Against	Against	Shareholder
7	Company-Specific -- Adopt Policy on		Against	Against	Shareholder
	Overboarded Directors
8	Company-Specific -- One Director from the Against			Against	Shareholder
	Ranks of Retirees
9	Separate Chairman and CEO Positions		Against	Against	Shareholder

10	Limit Dividend and Dividend Equivalent	Against	Against	Shareholder
	Payments to Executives
11	Report on Charitable Contributions	Against	Against	Shareholder
12	Report on Global Warming	Against	Against	Shareholder
13	Adopt Ethical Criteria for Military	Against	Against	Shareholder
	Contracts
14	Report on Pay Disparity	Against	Against	Shareholder

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

HALLIBURTON CO.
Ticker: HAL		Security ID:	406216101
Meeting Date: MAY 16, 2007		Meeting Type: Annual
Record Date: MAR 19, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Kathleen M. Bader		For	For	Management
2	Elect Director Alan M. Bennett		For	For	Management
3	Elect Director James R. Boyd		For	For	Management
4	Elect Director Milton Carroll		For	For	Management
5	Elect Director Robert L. Crandall		For	For	Management
6	Elect Director Kenneth T. Derr		For	For	Management
7	Elect Director S. Malcolm Gillis		For	For	Management
8	Elect Director W. R. Howell		For	For	Management
9	Elect Director David J. Lesar		For	For	Management
10	Elect Director J. Landis Martin		For	For	Management
11	Elect Director Jay A. Precourt		For	For	Management
12	Elect Director Debra L. Reed		For	For	Management
13	Ratify Auditors		For	For	Management
14	Review Human Rights Policies		Against	Against	Shareholder
15	Report on Political Contributions		Against	Against	Shareholder
16	Amend Terms of Existing Poison Pill		Against	Against	Shareholder

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

HILTON HOTELS CORP.
Ticker: HLT		Security ID:	432848109
Meeting Date: MAY 24, 2007		Meeting Type: Annual
Record Date: MAR 29, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director A. Steven Crown		For	For	Management
2	Elect Director John H. Myers		For	For	Management
3	Elect Director Donna F. Tuttle		For	For	Management
4	Ratify Auditors		For	For	Management
5	Separate Chairman and CEO Positions		Against	Against	Shareholder

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

HOME DEPOT, INC.
Ticker: HD	Security ID:	437076102

Meeting Date: MAY 24, 2007 Meeting Type: Annual
Record Date: MAR 26, 2007
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director David H. Batchelder	For	For	Management
2	Elect Director Francis S. Blake	For	For	Management
3	Elect Director Gregory D. Brenneman	For	For	Management
4	Elect Director John L. Clendenin	For	For	Management
5	Elect Director Claudio X. Gonzalez	For	Against	Management
6	Elect Director Milledge A. Hart, III	For	For	Management
7	Elect Director Bonnie G. Hill	For	For	Management
8	Elect Director Laban P. Jackson, Jr.	For	For	Management
9	Elect Director Helen Johnson-Leipold	For	For	Management
10	Elect Director Lawrence R. Johnston	For	For	Management
11	Elect Director Kenneth G. Langone	For	Against	Management
12	Ratify Auditors	For	For	Management
13	Submit Shareholder Rights Plan (Poison	Against	Against	Shareholder
	Pill) to Shareholder Vote
14	Prepare Employment Diversity Report	Against	Against	Shareholder
15	Advisory Vote to Ratify Named Executive	Against	For	Shareholder
	Officers' Compensation
16	Claw-back of Payments under Restatements	Against	For	Shareholder
17	Submit Supplemental Executive Retirement	Against	For	Shareholder
	Plans to Shareholder vote
18	Performance-Based Equity Awards	Against	For	Shareholder
19	Pay for Superior Performance	Against	For	Shareholder
20	Affirm Political Non-partisanship	Against	Against	Shareholder
21	Separate Chairman and CEO Positions	Against	Against	Shareholder

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

HSBC HOLDINGS PLC
Ticker: HBC		Security ID: 404280406
Meeting Date: MAY 25, 2007		Meeting Type: Annual
Record Date: MAR 23, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	TO RECEIVE THE REPORT AND ACCOUNTS FOR		For	For	Management
	2006
2	TO APPROVE THE DIRECTORS REMUNERATION		For	For	Management
	REPORT FOR 2006
3(a)	TO RE-ELECT THE LORD BUTLER A DIRECTOR		For	For	Management
3(b)	TO RE-ELECT THE BARONESS DUNN A DIRECTOR		For	For	Management
3(c)	TO RE-ELECT R A FAIRHEAD A DIRECTOR		For	For	Management
3(d)	TO RE-ELECT W K L FUNG A DIRECTOR		For	For	Management
3(e)	TO RE-ELECT SIR BRIAN MOFFAT A DIRECTOR		For	For	Management
3(f)	TO RE-ELECT G MORGAN A DIRECTOR		For	For	Management
4	Ratify Auditors		For	For	Management
5	TO AUTHORISE THE DIRECTORS TO ALLOT		For	For	Management
	SHARES
6	TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL		For	For	Management
	RESOLUTION)
7	TO AUTHORISE THE COMPANY TO PURCHASE ITS		For	For	Management
	OWN ORDINARY SHARES
8	TO AUTHORISE THE DIRECTORS TO OFFER A		For	For	Management

	SCRIP DIVIDEND ALTERNATIVE
9	TO AUTHORISE THE COMPANY TO MAKE	For	For	Management
	POLITICAL DONATIONS AND INCUR POLITICAL
	EXPENDITURE
10	TO AUTHORISE HSBC BANK PLC TO MAKE	For	For	Management
	POLITICAL DONATIONS AND INCUR POLITICAL
	EXPENDITURE
11	TO AUTHORISE ELECTRONIC COMMUNICATIONS	For	For	Management
	WITH SHAREHOLDERS IN ACCORDANCE WITH THE
	COMPANIES ACT 2006
12	TO ALTER THE ARTICLES OF ASSOCIATION	For	For	Management
	(SPECIAL RESOLUTION)

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

INTEL CORP.
Ticker: INTC		Security ID: 458140100
Meeting Date: MAY 16, 2007		Meeting Type: Annual
Record Date: MAR 19, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Craig R. Barrett		For	For	Management
2	Elect Director Charlene Barshefsky		For	For	Management
3	Elect Director Susan L. Decker		For	For	Management
4	Elect Director D. James Guzy		For	For	Management
5	Elect Director Reed E. Hundt		For	For	Management
6	Elect Director Paul S. Otellini		For	For	Management
7	Elect Director James D. Plummer		For	For	Management
8	Elect Director David S. Pottruck		For	For	Management
9	Elect Director Jane E. Shaw		For	For	Management
10	Elect Director John L. Thornton		For	For	Management
11	Elect Director David B. Yoffie		For	For	Management
12	Ratify Auditors		For	For	Management
13	Amend Omnibus Stock Plan		For	For	Management
14	Approve Executive Incentive Bonus Plan		For	For	Management
15	Limit Executive Compensation		Against	Against	Shareholder

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

JOHNSON & JOHNSON
Ticker: JNJ		Security ID:	478160104
Meeting Date: APR 26, 2007		Meeting Type: Annual
Record Date: FEB 27, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mary Sue Coleman		For	For	Management
1.2	Elect Director James G. Cullen		For	For	Management
1.3	Elect Director Michael M.E. Johns		For	For	Management
1.4	Elect Director Arnold G. Langbo		For	For	Management
1.5	Elect Director Susan L. Lindquist		For	For	Management
1.6	Elect Director Leo F. Mullin		For	For	Management
1.7	Elect Director Christine A. Poon		For	For	Management
1.8	Elect Director Charles Prince		For	For	Management

1.9	Elect Director Steven S Reinemund	For	For	Management
1.10	Elect Director David Satcher	For	For	Management
1.11	Elect Director William C. Weldon	For	For	Management
2	Ratify Auditors	For	For	Management
3	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
4	Submit Supplemental Executive Retirement	Against	For	Shareholder
	Plans to Shareholder vote

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

JPMORGAN CHASE & CO.
Ticker: JPM		Security ID: 46625H100
Meeting Date: MAY 15, 2007		Meeting Type: Annual
Record Date: MAR 16, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Crandall C. Bowles		For	For	Management
1.2	Elect Director Stephen B. Burke		For	For	Management
1.3	Elect Director James S. Crown		For	For	Management
1.4	Elect Director James Dimon		For	For	Management
1.5	Elect Director Ellen V. Futter		For	For	Management
1.6	Elect Director William H. Gray, III		For	For	Management
1.7	Elect Director Laban P. Jackson, Jr.		For	For	Management
1.8	Elect Director Robert I. Lipp		For	For	Management
1.9	Elect Director David C. Novak		For	For	Management
1.10	Elect Director Lee R. Raymond		For	For	Management
1.11	Elect Director William C. Weldon		For	For	Management
2	Ratify Auditors		For	For	Management
3	Put Repricing of Stock Options to		Against	Against	Shareholder
	Shareholder Vote
4	Performance-Based and/or Time-Based		Against	For	Shareholder
	Equity Awards
5	Advisory Vote to Ratify Named Executive		Against	For	Shareholder
	Officers' Compensation
6	Separate Chairman and CEO Positions		Against	Against	Shareholder
7	Provide for Cumulative Voting		Against	Against	Shareholder
8	Require a Majority Vote for the Election		Against	For	Shareholder
	of Directors
9	Report on Political Contributions		Against	Against	Shareholder
10	Report on Management Initiatives to		Against	Against	Shareholder
	Address Links to Slavery and Human Rights
	Abuse

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

MCDONALD'S CORP.
Ticker: MCD		Security ID:	580135101
Meeting Date: MAY 24, 2007		Meeting Type: Annual
Record Date: MAR 26, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Edward A. Brennan		For	For	Management

2	Elect Director Walter E. Massey	For	For	Management
3	Elect Director John W. Rogers, Jr.	For	For	Management
4	Elect Director Roger W. Stone	For	For	Management
5	Ratify Auditors	For	For	Management
6	Label Genetically Modified Organisms	Against	Against	Shareholder
7	Adopt and Implement ILO Based Code of	Against	Against	Shareholder
	Conduct

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

MCGRAW-HILL COMPANIES, INC., THE
Ticker: MHP		Security ID:	580645109
Meeting Date: APR 25, 2007		Meeting Type: Annual
Record Date: MAR 12, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Pedro Aspe		For	For	Management
1.2	Elect Director Robert P. Mcgraw		For	For	Management
1.3	Elect Director H. Ochoa-Brillembourg		For	For	Management
1.4	Elect Director Edward B. Rust, Jr.		For	For	Management
2	Ratify Auditors		For	For	Management
3	Declassify the Board of Directors		Against	For	Shareholder
4	Amend Vote Requirements to Amend		Against	For	Shareholder
	Articles/Bylaws/Charter
5	Political Contributions/Activities		Against	Against	Shareholder

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

MERCK & CO., INC.
Ticker: MRK		Security ID: 589331107
Meeting Date: APR 24, 2007		Meeting Type: Annual
Record Date: FEB 23, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard T. Clark		For	For	Management
1.2	Elect Director Johnnetta B. Cole, Ph.D.		For	For	Management
1.3	Elect Director William B. Harrison, Jr.		For	For	Management
1.4	Elect Director William N. Kelley, M.D.		For	For	Management
1.5	Elect Director Rochelle B. Lazarus		For	For	Management
1.6	Elect Director Thomas E. Shenk, Ph.D.		For	For	Management
1.7	Elect Director Anne M. Tatlock		For	For	Management
1.8	Elect Director Samuel O. Thier, M.D.		For	For	Management
1.9	Elect Director Wendell P. Weeks		For	For	Management
1.10	Elect Director Peter C. Wendell		For	For	Management
2	Ratify Auditors		For	For	Management
3	Reduce Supermajority Vote Requirement		For	For	Management
4	Reduce Supermajority Vote Requirement		For	For	Management
5	Establish Range For Board Size		For	For	Management
6	Replace Cumulative Voting to Majority		For	For	Management
	Vote Standard for the Election of
	Directors
7	Publish Political Contributions		Against	Against	Shareholder
8	Advisory Vote to Ratify Named Executive		Against	For	Shareholder

Officers' Compensation

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

MERRILL LYNCH & CO., INC.
Ticker: MER		Security ID: 590188108
Meeting Date: APR 27, 2007		Meeting Type: Annual
Record Date: FEB 28, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John D. Finnegan		For	For	Management
1.2	Elect Director Joseph W. Prueher		For	For	Management
1.3	Elect Director Ann N. Reese		For	For	Management
2	Ratify Auditors		For	For	Management
3	Restore or Provide for Cumulative Voting		Against	Against	Shareholder
4	Advisory Vote to Ratify Named Executive		Against	For	Shareholder
	Officers' Compensation
5	Performance-Based and/or Time-Based		Against	For	Shareholder
	Equity Awards

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

MICROSOFT CORP.
Ticker: MSFT		Security ID: 594918104
Meeting Date: NOV 14, 2006		Meeting Type: Annual
Record Date: SEP 8, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director William H. Gates, III		For	For	Management
2	Elect Director Steven A. Ballmer		For	For	Management
3	Elect Director James I. Cash, Jr., Ph.D.		For	For	Management
4	Elect Director Dina Dublon		For	For	Management
5	Elect Director Raymond V. Gilmartin		For	For	Management
6	Elect Director David F. Marquardt		For	For	Management
7	Elect Director Charles H. Noski		For	For	Management
8	Elect Director Helmut Panke		For	For	Management
9	Elect Director Jon A. Shirley		For	For	Management
10	Ratify Auditors		For	For	Management
11	Cease Product Sales that Can Be Used to		Against	Against	Shareholder
	Violate Human Rights
12	Amend EEO Statement to Not Reference		Against	Against	Shareholder
	Sexual Orientation
13	Establish Shareholder Advisory Committee		Against	Against	Shareholder

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

NESTLE SA
Ticker:	NSRGY	Security ID: 641069406
Meeting Date: APR 19, 2007		Meeting Type: Annual
Record Date:	MAR 5, 2007

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE 2006 ANNUAL REPORT, OF	For	For	Management
	THE ACCOUNTS OF NESTLE S.A. AND OF THE
	CONSOLIDATED ACCOUNTS OF THE NESTLE
	GROUP.
2	RELEASE OF THE MEMBERS OF THE BOARD OF	For	For	Management
	DIRECTORS AND OF THE MANAGEMENT.
3	APPROVAL OF THE APPROPRIATION OF PROFITS	For	For	Management
	RESULTING FROM THE BALANCE SHEET OF
	NESTLE S.A., AS SET FORTH IN THE
	INVITATION
4	CAPITAL REDUCTION AND CONSEQUENT	For	For	Management
	AMENDMENT TO ARTICLE 5 OF THE ARTICLES OF
	ASSOCIATION, AS SET FORTH IN THE
	INVITATION.
5	RE-ELECTION OF MR. PETER	For	For	Management
	BRABECK-LETMATHE, TO THE BOARD OF
	DIRECTORS FOR A TERM OF FIVE (5) YEARS.
6	RE-ELECTION MR. EDWARD GEORGE (LORD	For	For	Management
	GEORGE), TO THE BOARD OF DIRECTORS FOR A
	TERM OF FOUR (4) YEARS.
7	MARK THE FOR BOX AT RIGHT IF YOU WISH	None	Against	Management
	TO GIVE A PROXY TO THE INDEPENDENT
	REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN
	(AS FURTHER DISCUSSED IN THE COMPANY S
	INVITATION).

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

NEWS CORPORATION
Ticker: NWS		Security ID: 65248E203
Meeting Date: OCT 20, 2006		Meeting Type: Annual
Record Date: SEP 5, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jose Maria Aznar		For	For	Management
1.2	Elect Director Lachlan K. Murdoch		For	For	Management
1.3	Elect Director Thomas J. Perkins		For	For	Management
1.4	Elect Director Arthur M. Siskind		For	For	Management
1.5	Elect Director John L. Thornton		For	For	Management
2	Ratify Auditors		For	For	Management
3	Adopt or Amend Shareholder Rights Plan		For	Against	Management
	(Poison Pill)
4	Declassify the Board of Directors		Against	For	Shareholder

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

NEWS CORPORATION
Ticker: NWS	Security ID: 65248E203
Meeting Date: APR 3, 2007	Meeting Type: Special
Record Date: FEB 27, 2007
# Proposal	Mgt Rec	Vote Cast	Sponsor

1	Share Exchange Agreement	For	For	Management
2	Adjourn Meeting	For	Against	Management

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

OCCIDENTAL PETROLEUM CORP.
Ticker: OXY		Security ID: 674599105
Meeting Date: MAY 4, 2007		Meeting Type: Annual
Record Date: MAR 15, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Spencer Abraham		For	Against	Management
2	Elect Director Ronald W. Burkle		For	For	Management
3	Elect Director John S. Chalsty		For	Against	Management
4	Elect Director Edward P. Djerejian		For	For	Management
5	Elect Director R. Chad Dreier		For	Against	Management
6	Elect Director John E. Feick		For	For	Management
7	Elect Director Ray R. Irani		For	For	Management
8	Elect Director Irvin W. Maloney		For	Against	Management
9	Elect Director Rodolfo Segovia		For	Against	Management
10	Elect Director Aziz D. Syriani		For	For	Management
11	Elect Director Rosemary Tomich		For	Against	Management
12	Elect Director Walter L. Weisman		For	For	Management
13	Ratify Auditors		For	For	Management
14	Amend Omnibus Stock Plan		For	For	Management
15	Publish a Scientific Global Warming		Against	Against	Shareholder
	Report
16	Advisory Vote to Ratify Named Executive		Against	For	Shareholder
	Officers Compensation
17	Performance-Based and/or Time-Based		Against	For	Shareholder
	Equity Awards

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

PEPSICO, INC.
Ticker: PEP		Security ID: 713448108
Meeting Date: MAY 2, 2007		Meeting Type: Annual
Record Date: MAR 9, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Dina Dublon		For	For	Management
2	Elect Director Victor J. Dzau, M.D.		For	For	Management
3	Elect Director Ray L. Hunt		For	For	Management
4	Elect Director Alberto Ibarguen		For	For	Management
5	Elect Director Arthur C. Martinez		For	For	Management
6	Elect Director Indra K. Nooyi		For	For	Management
7	Elect Director Sharon Percy Rockefeller		For	For	Management
8	Elect Director James J. Schiro		For	For	Management
9	Elect Director Daniel Vasella		For	For	Management
10	Elect Director Michael D. White		For	For	Management
11	Ratify Auditors		For	For	Management
12	Approve Omnibus Stock Plan		For	For	Management
13	Report on Charitable Contributions		Against	Against	Shareholder

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

PFIZER INC.
Ticker: PFE		Security ID: 717081103
Meeting Date: APR 26, 2007		Meeting Type: Annual
Record Date: MAR 1, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis A. Ausiello		For	For	Management
1.2	Elect Director Michael S. Brown		For	For	Management
1.3	Elect Director M. Anthony Burns		For	For	Management
1.4	Elect Director Robert N. Burt		For	For	Management
1.5	Elect Director W. Don Cornwell		For	For	Management
1.6	Elect Director William H. Gray, III		For	For	Management
1.7	Elect Director Constance J. Horner		For	For	Management
1.8	Elect Director William R. Howell		For	For	Management
1.9	Elect Director Jeffrey B. Kindler		For	For	Management
1.10	Elect Director George A. Lorch		For	For	Management
1.11	Elect Director Dana G. Mead		For	For	Management
1.12	Elect Director William C. Steere, Jr.		For	For	Management
2	Ratify Auditors		For	For	Management
3	Restore or Provide for Cumulative Voting		Against	Against	Shareholder
4	Report on Animal Testing Policies		Against	Against	Shareholder
5	Amend Animal Welfare Policy		Against	Against	Shareholder
6	Require Director Nominee Qualifications		Against	Against	Shareholder

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

PRAXAIR, INC.
Ticker: PX		Security ID: 74005P104
Meeting Date: APR 24, 2007		Meeting Type: Annual
Record Date: MAR 1, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jose P. Alves		For	For	Management
1.2	Elect Director Ronald L. Kuehn, Jr.		For	For	Management
1.3	Elect Director H. Mitchell Watson, Jr.		For	For	Management
1.4	Elect Director Robert L. Wood		For	For	Management
2	Require a Majority Vote for the Election		Against	For	Shareholder
	of Directors
3	Submit Shareholder Rights Plan (Poison		Against	For	Shareholder
	Pill) to Shareholder Vote
4	Ratify Auditors		For	For	Management

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

PROCTER & GAMBLE COMPANY, THE
Ticker: PG	Security ID: 742718109
Meeting Date: OCT 10, 2006	Meeting Type: Annual
Record Date: AUG 11, 2006

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Norman R. Augustine	For	For	Management
1.2	Elect Director A.G. Lafley	For	For	Management
1.3	Elect Director Johnathan A. Rodgers	For	For	Management
1.4	Elect Director John F. Smith, Jr.	For	For	Management
1.5	Elect Director Margaret C. Whitman	For	For	Management
2	Approve Decrease in Size of Board	For	For	Management
3	Ratify Auditors	For	For	Management
4	Amend Omnibus Stock Plan	For	For	Management
5	Put Repricing of Stock Options to	Against	Against	Shareholder
	Shareholder Vote

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

ROYAL DUTCH SHELL PLC
Ticker: RDS.B		Security ID: 780259206
Meeting Date: MAY 15, 2007		Meeting Type: Annual
Record Date: APR 4, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	ADOPTION OF ANNUAL REPORT AND ACCOUNTS		For	For	Management
2	APPROVAL OF REMUNERATION REPORT		For	For	Management
3	ELECTION OF RIJKMAN GROENINK AS A		For	For	Management
	DIRECTOR OF THE COMPANY
4	RE-ELECTION OF MALCOLM BRINDED AS A		For	For	Management
	DIRECTOR OF THE COMPANY
5	RE-ELECTION OF LINDA COOK AS A DIRECTOR		For	For	Management
	OF THE COMPANY
6	RE-ELECTION OF MAARTEN VAN DEN BERGH AS A For			For	Management
	DIRECTOR OF THE COMPANY
7	RE-ELECTION OF NINA HENDERSON AS A		For	For	Management
	DIRECTOR OF THE COMPANY
8	RE-ELECTION OF CHRISTINE MORIN-POSTEL AS		For	For	Management
	A DIRECTOR OF THE COMPANY
9	Ratify Auditors		For	For	Management
10	REMUNERATION OF AUDITORS		For	For	Management
11	AUTHORITY TO ALLOT SHARES		For	For	Management
12	DISAPPLICATION OF PRE-EMPTION RIGHTS		For	For	Management
13	AUTHORITY TO PURCHASE OWN SHARES		For	For	Management
14	AUTHORITY FOR CERTAIN DONATIONS AND		For	For	Management
	EXPENDITURE

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

SUNTRUST BANKS, INC.
Ticker: STI		Security ID:	867914103
Meeting Date: APR 17, 2007		Meeting Type: Annual
Record Date: FEB 27, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert M. Beall, II		For	For	Management
1.2	Elect Director Jeffrey C. Crowe		For	For	Management

1.3	Elect Director J. Hicks Lanier	For	For	Management
1.4	Elect Director Larry L. Prince	For	For	Management
1.5	Elect Director Frank S. Royal, M.D.	For	For	Management
1.6	Elect Director Phail Wynn, Jr.	For	For	Management
1.7	Elect Director James M. Wells, III	For	For	Management
2	Amend Rights and Preferences of Preferred For		For	Management
	Stock
3	Declassify the Board of Directors	For	For	Management
4	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
5	Ratify Auditors	For	For	Management

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

SYSCO CORPORATION
Ticker: SYY		Security ID: 871829107
Meeting Date: NOV 10, 2006		Meeting Type: Annual
Record Date: SEP 12, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jonathan Golden		For	For	Management
1.2	Elect Director Joseph A. Hafner, Jr.		For	For	Management
1.3	Elect Director Nancy S. Newcomb		For	For	Management
1.4	Elect Director Richard J. Schnieders		For	For	Management
1.5	Elect Director Manuel A. Fernandez		For	For	Management
2	Ratify Auditors		For	For	Management
3	Require a Majority Vote for the Election		None	For	Shareholder
	of Directors

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

TARGET CORPORATION
Ticker: TGT		Security ID: 87612E106
Meeting Date: MAY 24, 2007		Meeting Type: Annual
Record Date: MAR 26, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Calvin Darden		For	For	Management
1.2	Elect Director Anne M. Mulcahy		For	For	Management
1.3	Elect Director Stephen W. Sanger		For	For	Management
1.4	Elect Director Gregg W. Steinhafel		For	For	Management
2	Ratify Auditors		For	For	Management
3	Approve Executive Incentive Bonus Plan		For	For	Management
4	Company Specific- Require Majority Vote		For	For	Management
	for the Election of Directors
5	Report on Political Contributions		Against	Against	Shareholder

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

TOTAL SA (FORMERLY TOTAL FINA ELF S.A ) 

Ticker: TOT Security ID: 89151E109 

Meeting Date: MAY 11, 2007 Meeting Type: Annual
Record Date: APR 4, 2007
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF PARENT COMPANY FINANCIAL	For	For	Management
	STATEMENTS
2	APPROVAL OF CONSOLIDATED FINANCIAL	For	For	Management
	STATEMENTS
3	ALLOCATION OF EARNINGS, DECLARATION OF	For	For	Management
	DIVIDEND
4	AGREEMENTS COVERED BY ARTICLE L. 225-38	For	For	Management
	OF THE FRENCH COMMERCIAL CODE
5	AUTHORIZATION FOR THE BOARD OF DIRECTORS	For	For	Management
	TO TRADE SHARES OF THE COMPANY
6	RENEWAL OF THE APPOINTMENT OF MR. THIERRY For		Against	Management
	DESMAREST AS A DIRECTOR
7	RENEWAL OF THE APPOINTMENT OF MR. THIERRY For		Against	Management
	DE RUDDER AS A DIRECTOR
8	RENEWAL OF THE APPOINTMENT OF MR. SERGE	For	Against	Management
	TCHURUK AS A DIRECTOR
9	APPOINTMENT OF A DIRECTOR REPRESENTING	For	Against	Management
	EMPLOYEE SHAREHOLDERS IN APPLICATION OF
	ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
10	APPOINTMENT OF A DIRECTOR REPRESENTING	Against	Against	Management
	EMPLOYEE SHAREHOLDERS IN APPLICATION OF
	ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
11	APPOINTMENT OF A DIRECTOR REPRESENTING	Against	Against	Management
	EMPLOYEE SHAREHOLDERS IN APPLICATION OF
	ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
12	DETERMINATION OF THE TOTAL AMOUNT OF	For	For	Management
	DIRECTORS COMPENSATION
13	DELEGATION OF AUTHORITY GRANTED TO THE	For	For	Management
	BOARD OF DIRECTORS TO INCREASE CAPITAL BY
	ISSUING COMMON SHARES OR ANY SECURITIES
	PROVIDING ACCESS TO CAPITAL WHILE
	MAINTAINING SHAREHOLDERS PREFERENTIAL
	SUBSCRIPTION RIGHTS
14	DELEGATION OF AUTHORITY GRANTED TO THE	For	Against	Management
	BOARD OF DIRECTORS TO INCREASE CAPITAL BY
	ISSUING COMMON SHARES OR ANY SECURITIES
	PROVIDING ACCESS TO CAPITAL WITHOUT
	PREFERENTIAL SUBSCRIPTION RIGHTS
15	DELEGATION OF AUTHORITY GRANTED TO THE	For	For	Management
	BOARD OF DIRECTORS TO INCREASE CAPITAL
	UNDER THE CONDITIONS PROVIDED FOR IN
	ARTICLE 443-5 OF THE FRENCH LABOR CODE
16	AUTHORIZATION TO GRANT SUBSCRIPTION OR	For	For	Management
	PURCHASE OPTIONS FOR THE COMPANY S STOCK
	TO CERTAIN EMPLOYEES OF THE GROUP AS WELL
	AS TO THE MANAGEMENT OF THE COMPANY OR OF
	OTHER GROUP COMPANIES
17	AUTHORIZATION TO BE GRANTED TO THE BOARD	For	For	Management
	OF DIRECTORS TO REDUCE CAPITAL BY
	CANCELING SHARES
18	AMENDMENT OF ARTICLE 13, PARAGRAPH 2, OF	For	For	Management
	THE COMPANY S ARTICLES OF ASSOCIATION
	WITH REGARD TO THE METHODS THAT MAY BE

	USED TO PARTICIPATE IN BOARD OF DIRECTORS
	MEETINGS
19	AMENDMENT OF ARTICLE 17-2 OF THE COMPANY	For	For	Management
	S ARTICLES OF ASSOCIATION TO TAKE INTO
	ACCOUNT NEW RULES FROM THE DECREE OF
	DECEMBER 11, 2006 RELATING TO THE COMPANY
	S BOOK-BASED SYSTEM FOR RECORDING SHARES
	FOR SHAREHOLDERS WISHING TO PARTICIPATE
	IN ANY FORM WH
20	AMENDMENT OF ARTICLE 17-2 OF THE COMPANY	For	For	Management
	S ARTICLES OF ASSOCIATION TO TAKE INTO
	ACCOUNT RULES RELATING TO ELECTRONIC
	SIGNATURES IN THE EVENT OF A VOTE CAST
	VIA TELECOMMUNICATION
21	NEW PROCEDURE TO NOMINATE THE	Against	For	Shareholder
	EMPLOYEE-SHAREHOLDER DIRECTOR
22	AUTHORIZATION TO GRANT RESTRICTED SHARES	Against	For	Shareholder
	OF THE COMPANY TO GROUP EMPLOYEES
23	AMENDMENT OF ARTICLE 18, PARAGRAPH 7 OF	Against	For	Shareholder
	THE COMPANY S ARTICLES OF ASSOCIATION IN
	VIEW OF DELETING THE STATUTORY CLAUSE
	LIMITING VOTING RIGHTS

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

UNITED PARCEL SERVICE, INC.
Ticker: UPS		Security ID:	911312106
Meeting Date: MAY 10, 2007		Meeting Type: Annual
Record Date: MAR 12, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Burns		For	For	Management
1.2	Elect Director D. Scott Davis		For	For	Management
1.3	Elect Director Stuart E. Eizenstat		For	For	Management
1.4	Elect Director Michael L. Eskew		For	For	Management
1.5	Elect Director James P. Kelly		For	For	Management
1.6	Elect Director Ann M. Livermore		For	For	Management
1.7	Elect Director Victor A. Pelson		For	For	Management
1.8	Elect Director John W. Thompson		For	For	Management
1.9	Elect Director Carol B. Tome		For	For	Management
1.10	Elect Director Ben Verwaayen		For	For	Management
2	Ratify Auditors		For	For	Management

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

UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH		Security ID: 91324P102
Meeting Date: MAY 29, 2007		Meeting Type: Annual
Record Date: APR 9, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William C. Ballard, Jr.		For	For	Management
1.2	Elect Director Richard T. Burke		For	For	Management

1.3	Elect Director Stephen J. Hemsley	For	For	Management
1.4	Elect Director Robert J. Darretta	For	For	Management
2	Company Specific--Majority Vote for the	For	For	Management
	Election of Directors
3	Declassify the Board of Directors	For	For	Management
4	Reduce Supermajority Vote Requirement for For		For	Management
	Removal of Directors
5	Reduce Supermajority Vote Requirement	For	For	Management
6	Amend Articles-Make Stylistic, Clarifying For		For	Management
	and Conforming Changes
7	Ratify Auditors	For	For	Management
8	Performance-Based and/or Time-Based	Against	For	Shareholder
	Equity Awards
9	Establish SERP Policy	Against	Against	Shareholder
10	Advisory Vote to Ratify Named Executive	Against	For	Shareholder
	Officers' Compensation
11	Equal Access to the Proxy for Purpose of	Against	Against	Shareholder
	Electing a Director

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

WAL-MART STORES, INC.
Ticker: WMT		Security ID: 931142103
Meeting Date: JUN 1, 2007		Meeting Type: Annual
Record Date: APR 5, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Aida M. Alvarez		For	For	Management
2	Elect Director James W. Breyer		For	For	Management
3	Elect Director M. Michele Burns		For	For	Management
4	Elect Director James I. Cash, Jr.		For	For	Management
5	Elect Director Roger C. Corbett		For	For	Management
6	Elect Director Douglas N. Daft		For	For	Management
7	Elect Director David D. Glass		For	For	Management
8	Elect Director Roland A. Hernandez		For	For	Management
9	Elect Director Allen I. Questrom		For	For	Management
10	Elect Director H. Lee Scott, Jr.		For	For	Management
11	Elect Director Jack C. Shewmaker		For	For	Management
12	Elect Director Jim C. Walton		For	For	Management
13	Elect Director S. Robson Walton		For	For	Management
14	Elect Director Christopher J. Williams		For	For	Management
15	Elect Director Linda S. Wolf		For	For	Management
16	Ratify Auditors		For	For	Management
17	Report on Charitable Contributions		Against	Against	Shareholder
18	Report on Healthcare Policies		Against	Against	Shareholder
19	Pay For Superior Performance		Against	Against	Shareholder
20	Report on Equity Compensation by Race and Against			Against	Shareholder
	Gender
21	Report on Pay Disparity		Against	Against	Shareholder
22	Prepare Business Social Responsibility		Against	Against	Shareholder
	Report
23	Advisory Vote to Ratify Named Executive		Against	For	Shareholder
	Officers' Compensation
24	Report on Political Contributions		Against	Against	Shareholder
25	Report on Social and Reputation Impact of Against			Against	Shareholder

	Failure to Comply with ILO Conventions
26	Restore or Provide for Cumulative Voting	Against	Against	Shareholder
27	Require Director Nominee Qualifications	Against	Against	Shareholder

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

WALGREEN CO.
Ticker: WAG		Security ID: 931422109
Meeting Date: JAN 10, 2007		Meeting Type: Annual
Record Date: NOV 13, 2006
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David W. Bernauer		For	For	Management
1.2	Elect Director William C. Foote		For	For	Management
1.3	Elect Director James J. Howard		For	For	Management
1.4	Elect Director Alan G. McNally		For	For	Management
1.5	Elect Director Cordell Reed		For	For	Management
1.6	Elect Director Jeffrey A. Rein		For	For	Management
1.7	Elect Director Nancy M. Schlichting		For	For	Management
1.8	Elect Director David Y. Schwartz		For	For	Management
1.9	Elect Director James A. Skinner		For	For	Management
1.10	Elect Director Marilou M. von Ferstel		For	For	Management
1.11	Elect Director Charles R. Walgreen, III		For	For	Management
2	Ratify Auditors		For	For	Management
3	Amend Omnibus Stock Plan		For	For	Management

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

WHOLE FOODS MARKET, INC.
Ticker: WFMI		Security ID:	966837106
Meeting Date: MAR 5, 2007		Meeting Type: Annual
Record Date: JAN 8, 2007
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David W. Dupree		For	For	Management
1.2	Elect Director John B. Elstrott		For	For	Management
1.3	Elect Director Gabrielle E. Greene		For	For	Management
1.4	Elect Director Hass Hassan		For	For	Management
1.5	Elect Director John P. Mackey		For	For	Management
1.6	Elect Director Linda A. Mason		For	For	Management
1.7	Elect Director Morris J. Siegel		For	For	Management
1.8	Elect Director Ralph Z. Sorenson		For	For	Management
2	Ratify Auditors		For	For	Management
3	Approve Omnibus Stock Plan		For	For	Management
4	Approve Qualified Employee Stock Purchase For			For	Management
	Plan
5	Report on Energy Efficiency		Against	Against	Shareholder
6	Separate Chairman and CEO Positions		Against	Against	Shareholder

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Appreciation Fund, Inc.

By:	/s/ J. David Officer
	J. David Officer
	President
Date:	August 21, 2007