August 15, 1994
THE DREYFUS THIRD
CENTURY FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED OCTOBER 1, 1993
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.
II. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY
CONTRARY INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 2, 1994, the Fund's shareholders voted to (a) approve (i) a
new investment advisory agreement with Dreyfus, and (ii) a new sub-
investment advisory agreement between Dreyfus and NCM Capital Management
Group, Inc., each to become effective immediately and to continue in full
force and effect upon consummation of the Merger, and (b) change certain of
the Fund's fundamental policies and investment restrictions to permit the Fund
to (i) borrow money to the extent permitted under the Investment Company Act
of 1940, as amended, (ii) pledge its assets to the extent necessary to secure
permitted borrowings and make such policy non-fundamental, and (iii)
invest up to 15% of the value of its net assets in illiquid securities and
make such policy non-fundamental.
(CONTINUED ON REVERSE SIDE)
III. REVISED MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "DESCRIPTION OF
THE FUND -- MANAGEMENT POLICIES."
BORROWING MONEY -- As a fundamental policy, the Fund is permitted to
borrow to the extent permitted under the Investment Company Act of
1940. However, the Fund currently intends to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 15% of the value
of the Fund's total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of the
Fund's total assets, the Fund will not make any additional investments.
ILLIQUID SECURITIES -- The Fund may invest up to 15% of the value of
its net assets in securities which are illiquid securities, provided such
investments are consistent with the Fund's investment objective. Illiquid
securities are securities which are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, repurchase agreements providing for settlement in more than seven
days after notice, and certain options traded in the over-the-counter market
and securities used to cover such options. Investment in illiquid securities
subjects the Fund to the risk that it will not be able to sell such
securities when it may be opportune to do so.
035/stkr080394
August 15, 1994
THE DREYFUS THIRD CENTURY FUND, INC.
Supplement to the Statement of Additional Information
Dated October 1, 1993
At a meeting of Fund shareholders held on August 2, 1994,
shareholders approved new Investment Restrictions numbered 8, 10, 17 and
18 below, which supersede and replace the Fund's current Investment
Restrictions numbered 8 and 10 in the section in the Fund's Statement of
Additional Information entitled "Investment Objectives and Management
Policies--Investment Restrictions." Investment Restrictions numbered 8
and 10 are fundamental policies. These restrictions cannot be changed
without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "Act")) of the Fund's
outstanding voting shares. Investment Restrictions numbered 17 and 18
below are not fundamental policies and may be changed by vote of a
majority of the Fund's Board members at any time.
8. The Fund may not borrow money, except to the extent permitted
under the Act.
10. The Fund may not act as an underwriter of securities of other
issuers.
17. The Fund may not pledge, mortgage, hypothecate or otherwise
encumber its assets, except to the extent necessary to secure permitted
borrowings.
18. The Fund may not enter into repurchase agreements providing
for settlement in more than seven days after notice or purchase securities
which are illiquid if, in the aggregate, more than 15% of the value of the
Fund's net assets would be so invested.
_____________________________
The following information supplements and should be read in
conjunction with the section in the Fund's Statement of Additional
Information entitled "Investment Objective and Management Policies."
Illiquid Securities. The Fund may invest up to 15% of the value of
its net assets in securities which are illiquid securities. Illiquid
securities are securities which are not readily marketable, including
those with restrictions on resale. Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), permits certain resales of
restricted securities to qualified institutional buyers without
registration under the Securities Act (the "Rule 144A Securities").
Because it is not possible to predict with assurance how the market for
Rule 144A Securities will develop, the Fund's Board has directed the
Manager to monitor carefully the Fund's investments in such securities
with particular regard to trading activity, availability of reliable price
information and other relevant information, and has approved procedures to
determine whether a readily available market exists. Rule 144A Securities
for which there is a readily available market are not illiquid.
When the Fund purchases securities that are illiquid due to the fact
that such securities have not been registered under the Securities Act the
Fund will endeavor to obtain the right to registration at the expense of
the issuer. Generally, there will be a lapse of time between the Fund's
decision to sell any such securities and the registration of the
securities permitting sale. The valuation of illiquid securities will be
monitored by the Manager subject to the supervision of the Fund's Board.
