THE DREYFUS THIRD CENTURY FUND, INC.
200 PARK AVENUE
NEW YORK, NY 10166
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
24f-2 Notice - THE DREYFUS THIRD CENTURY FUND, INC.
Registration Statement No. 2-40341 - CIK #030167
Gentlemen:
On January 22, 1979, Post-Effective Amendment No. 15 to the Registration
Statement of The Dreyfus Third Century Fund, Inc. was declared effective by
the SEC. The Amendment represented the Fund's election to register an
indefinite number of shares and this Notice, filed pursuant to Rule 24f-2, is
for the fiscal year ended May 31, 1995.
The following information is furnished:
(a) Shares registered under Securities Act
of 1933 other than pursuant to Section 24f(2)
which remained unsold on 6/1/94: None
(b) Shares registered during fiscal year
other than pursuant to Section 24f(2)
Post-Effective Amendment No. 39 effective 11/30/94: 16,662,862
--------------
Total of (a) and (b) 16,662,862
==============
SHARES DOLLAR AMOUNT
(c) Total number of shares sold during
fiscal year ended 5/31/95 subject
to registration under Rule 24f-2: 9,474,361 $ 68,296,100
(d) Less shares redeemed during
fiscal year ended 5/31/95: 17,546,982 126,884,560
------------ --------------
Net Sales During Fiscal Year [(c) - (d)]: ( 8,072,621) ($ 58,588,460)
============= ==============
Less shares registered other than pur-
suant to Section 24f(2) [(a) + (b)] 16,662,862
------------
Balance (24,735,483)
-2-
CALCULATION OF FEE
Since the shares redeemed exceed the shares sold, no registration fee is
required. An opinion of counsel is enclosed.
Very truly yours,
FCD/ems
Frederick C. Dey
Assistant Treasurer
cc: Mr. J. deMichaelis, SEC
Ms. R. McLaughlin, E&Y
