DREYFUS THIRD CENTURY FUND INC
N-30D, 1995-08-08
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LETTER TO SHAREHOLDERS
Dear Shareholder:
    The 1995 fiscal year represented a period of change and new direction for
The Dreyfus Third Century Fund. NCM Capital Management Group, Inc. ("NCM")
was retained as the Fund's sub-advisor in August of 1994 and the Fund's
portfolio was adapted to NCM's management style by December of 1994.
    In our previous letter to shareholders, we described the specific changes
that the Fund had undergone in the first half of the fiscal year. Because of
the broad restructuring of the portfolio, the Fund trailed the Standard &
Poor's 500 Composite Stock Price Index for the calendar year through May 31,
1995, providing a total return of 14.09%* versus 17.46% for the S&P 500;**
for the Fund's full fiscal year through May 31, 1995 the Fund provided a
total return of 11.81%* versus 20.16% for the S&P 500.**
    The volatility that characterized the stock market during the last 12
months made it a particularly difficult time to restructure a portfolio. The
most salient issue confronting the equity markets in 1994 was the Federal
Reserve Board's vigilance in fighting inflation and overly expansive economic
growth. The Fed did this by raising interest rates an unprecedented seven
times in a 12-month period, ending in February of 1995. The hope was that the
increases would cause businesses to seek income growth through productivity
enhancements and market share gains, rather than by simply raising prices, as
had been the case in previous economic cycles. The volatility that ensued
created a difficult environment for money managers.
    In terms of the economic sectors of the Fund, we changed many of the
weightings during the period. We cut the Basic Industry sector weighting
approximately in half. The Basic Industry sector includes chemicals, paper
and forest products, and metals. The pricing environment for these companies
became increasingly negative as the Fed made it clear that inflation was
going to be controlled in this economic cycle. We reduced our weighting in
the Consumer Cyclical sector as the consumers' high debt position appeared to
be preventing their full participation in the economic expansion. We moved
into names that would be less sensitive to discretionary spending. We further
increased our weightings in the more traditional growth sectors of the
economy, namely Consumer Staples (which include foods and health care) and
Technology. These moves, in combination with the others, did the most to
improve the Fund's performance.
    Secondary sector adjustments were made in the Financial and Utilities
sectors. NCM believes that it is appropriate to focus the portfolio in areas
that will provide above-average growth relative to the broad market averages
and therefore chose to reduce the weightings in these two areas, although the
holdings in these sectors were concentrated in aggressive growth stocks. In
the Financial area we focused on fee-oriented businesses, which we believe
are less likely to be impacted by changes in interest rates. In the Utilities
sector we focused on names that we believe should experience good long-term
secular growth because of technological or new product advances.
    For the fiscal year-to-date there are many individual securities that
have contributed nicely to the positive performance trends of the Fund. In
the Consumer Cyclical sector, Capital Cities/ABC, Walt Disney, Nike Cl. B and
Philips Electronics, N.V. have had superior performance. These names
represent secular growth stocks that are expected to grow regardless of the
economic environment, due to their globally oriented, diversified operations.
Among Consumer Staple stocks in the portfolio that have contributed to
performance, Coca-Cola, Colgate-Palmolive, IBP, Amgen, Medtronic and Merck &
Co. are a few standouts. The food, beverage and household products companies
have benefited from more positive investor sentiment toward their long-term,
globally driven growth rates. The health care stocks benefited from an
improved outlook for their operations due to the collapse of the Clinton
health care reform initiative.

    Among the securities held by the Fund that particularly hindered
performance during the period was Sunbeam-Oster which did not live up to our
earnings expectations. Additionally, profits for Campbell Soup and profit
forecasts for Cordis were disappointing, although we hold a positive longer
range outlook for these two companies.
    Stock selection in the Financial area contributed to the Fund's positive
results as did a more benign interest rate outlook. ADVANTA, Cl. A, a credit
card company; banks such as Citicorp, Bank of New York, and Midlantic; and
specialty financial services companies such as Green Tree Financial, a
provider of mobile home financing, and Federal National Mortgage Association
performed well for the majority of the fiscal year.
    In the Technology sector, the focus was on stocks of companies with
fairly well established market positions, superior technology and outstanding
management teams. Individual issues such as 3Com, Applied Materials, Linear
Technology and Sun Microsystems were all stellar performers. Each of these
companies stands to benefit not just from demand for a single product, but
from a broad, diversified product offering with multiple downstream
beneficiaries. These qualities lower the risk profile of the Fund's
technology weighting relative to the typical technology stock, and lower the
general level of volatility in that sector.
    Now that the transition of fiscal 1995 is over, we can get down to the
business of seeking to provide high returns to our shareholders while
honoring your socially responsible investment objectives. We are confident in
the outlook for the Fund and appreciative of your confidence. We take the
Fund's socially responsible directives seriously as we endeavor to provide
rewarding returns on shareholder capital.
Sincerely,

Maceo K. Sloan, CFA                  Diane M. Coffey
Porfolio Manager                     Portfolio Manager
NCM Capital Management Group, Inc.   The Dreyfus Corporation
June 15, 1995
New York, N.Y.
*  Total return represents the change during the period in a hypothetical
account with dividends reinvested.
**SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions. The
Standard & Poor's 500 Composite Stock Price Index is a widely accepted
unmanaged index of stock market performance.

THE DREYFUS THIRD CENTURY FUND, INC.                       MAY 31, 1995
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE DREYFUS THIRD
CENTURY FUND, INC. AND THE STANDARD & POOR'S 500 COMPOSITE PRICE INDEX



$126,288
Standard & Poor's 500
Composite Stock Price Index*
In Dollars
$122,610
The Dreyfus Third
Century Fund
3/29/72
(Years shown above are as of May 31)
*Source: Lipper Analytical Services, Inc.
<TABLE>
<CAPTION>

AVERAGE ANNUAL TOTAL RETURNS
           ONE YEAR ENDED             FIVE YEARS ENDED           TEN YEARS ENDED         FROM INCEPTION (3/29/72)
            MAY 31, 1995               MAY 31, 1995               MAY 31, 1995              TO MAY 31, 1995
         -----------------          ------------------         ------------------      ---------------------------
<S>                                       <C>                        <C>                        <C>
               11.81%                     8.29%                      10.86%                     11.42%

</TABLE>

Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in The Dreyfus Third
Century Fund on 3/29/72 (Inception Date) to a $10,000 investment made in the
Standard & Poor's 500 Composite Stock Price Index on that date. For
comparative purposes, the value of the Index on 3/31/72 is used as the
beginning value on 3/29/72. All dividends and capital gain distributions are
reinvested.
The Dreyfus Third Century Fund primarily seeks capital growth through
investment in common stocks of companies that, in the opinion of the Fund's
management, not only meet traditional investment standards, but which also
show evidence that they conduct their business in a manner that contributes
to the enhancement of the quality of life in America. Current income is a
secondary goal. The Fund's performance shown in the line graph takes into
account all applicable fees and expenses. The Standard & Poor's 500 Composite
Stock Price Index is a widely accepted, unmanaged index of overall stock
market performance which does not take into account charges, fees and other
expenses and is not subject to the same socially responsible investment
criteria as The Dreyfus Third Century Fund. Further information relating to
Fund performance is contained in the Condensed Financial Information section
of the Prospectus and elsewhere in this report.

<TABLE>
<CAPTION>

THE DREYFUS THIRD CENTURY FUND, INC.
STATEMENT OF INVESTMENTS                                                                                          MAY 31, 1995
COMMON STOCKS-91.8%                                                                                 SHARES               VALUE
                                                                                                --------------      -------------
<S>                                  <C>                                                             <C>             <C>
CONSUMER DURABLES- 2.9%              American Greetings, Cl. A.................                      236,100         $  6,669,825
                                     Sunbeam...................................                      231,400            4,194,125
                                                                                                                    --------------

                                                                                                                       10,863,950
                                                                                                                    --------------
    CONSUMER
        NON-DURABLES-12.0%           Campbell Soup.............................                      142,500            7,000,312
                                     Coca-Cola.................................                      155,400            9,615,375
                                     Colgate-Palmolive.........................                      105,800            8,146,600
                                     Gillette..................................                       85,800            7,239,375
                                     IBP.......................................                      119,500            4,481,250
                                     NIKE, Cl. B...............................                       55,800            4,401,225
                                     PepsiCo...................................                       71,300            3,493,700
                                                                                                                    --------------
                                                                                                                       44,377,837
                                                                                                                    --------------
    CONSUMER SERVICES-3.6%           Capital Cities/ABC........................                       63,700            6,147,050
                                     Disney (Walt).............................                      131,400            7,309,125
                                                                                                                    --------------
                                                                                                                       13,456,175
                                                                                                                    --------------
        ENERGY-5.0%                  Imperial Oil..............................                      243,900            9,481,613
                                     Schlumberger..............................                      137,100            8,911,500
                                                                                                                    --------------
                                                                                                                       18,393,113
                                                                                                                    --------------
        FINANCE-10.7%                ADVANTA, Cl. A............................                      109,800            4,282,200
                                     AFLAC.....................................                       99,100            4,162,200
                                     American International Group..............                       33,900            3,856,125
                                     Bank of New York..........................                      111,000            4,523,250
                                     Citicorp..................................                       98,900            5,291,150
                                     Federal National Mortgage Association.....                       64,400            5,989,200
                                     Green Tree Financial......................                      176,400            7,695,450
                                     Midlantic.................................                      100,700            3,814,012
                                                                                                                    --------------
                                                                                                                       39,613,587
                                                                                                                    --------------
    HEALTH CARE-14.2                 Amgen..................................(a)                       74,300            5,386,750
                                     Becton, Dickinson.........................                      133,800            7,693,500
                                     Bristol-Myers Squibb......................                      139,000            9,226,125
                                     Cordis.................................(a)                      100,100            6,906,900
                                     Forest Laboratories....................(a)                       67,500            2,978,438
                                     HealthCare COMPARE.....................(a)                       95,000            2,968,750
                                     Johnson & Johnson.........................                       58,800            3,895,500
                                     Medtronic.................................                       49,800            3,747,450
                                     Merck & Co................................                      204,002            9,613,594
                                                                                                                    --------------
                                                                                                                       52,417,007
                                                                                                                    --------------

THE DREYFUS THIRD CENTURY FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                              MAY 31, 1995
COMMON STOCKS (CONTINUED)                                                                         SHARES                 VALUE
                                                                                              --------------       --------------

    INDUSTRIAL SERVICES-.9%          Empresas ICA Sociedad, A.D.S..............                      467,300        $   3,271,100
                                                                                                                   --------------
    NON-ENERGY MINERALS-4.2%         British Steel, A.D.S......................                      134,200            3,774,375
                                     Phelps Dodge..............................                       75,300            4,150,913
                                     Santa Fe Pacific Gold.....................                      208,461            2,605,762
                                     Terra Industries..........................                      476,300            4,763,000
                                                                                                                   --------------
                                                                                                                       15,294,050
                                                                                                                    --------------
        PROCESS INDUSTRIES-.9%       Scott Paper...............................                       76,200            3,305,175
                                                                                                                    --------------

    PRODUCER
        MANUFACTURING-10.1%          AGCO......................................                      119,200            4,514,700
                                     Briggs & Stratton.........................                      194,500            6,904,750
                                     Dover.....................................                       62,900            4,127,813
                                     Eaton.....................................                      120,600            7,371,675
                                     Parker-Hannifin...........................                      114,100            6,517,962
                                     Philips Electronics, N.V. ................                      193,600            7,768,200
                                                                                                                    --------------
                                                                                                                       37,205,100
                                                                                                                    --------------
        RETAIL TRADE-1.5%            Consolidated Stores....................(a)                      296,800            5,565,000
                                                                                                                    --------------
        TECHNOLOGY-19.0%             Apple Computer                                                   88,000            3,657,500
                                     Applied Materials......................(a)                       64,200            4,943,400
                                     Computer Associates International.........                      111,300            7,290,150
                                     EMC....................................(a)                      513,300           11,805,900
                                     Hewlett-Packard...........................                      117,600            7,776,300
                                     Linear Technology.........................                      121,600            7,448,000
                                     Oracle Systems.........................(a)                      329,900           11,464,025
                                     Sun Microsystems.......................(a)                      171,700            7,726,500
                                     3Com...................................(a)                      124,100            7,942,400
                                                                                                                    --------------
                                                                                                                       70,054,175
                                                                                                                    --------------
        TRANSPORTATION-.9%           Federal Express........................(a)                       52,700            3,155,413
                                                                                                                    --------------
        UTILITIES-5.9%.              Century Telephone Enterprises.............                      123,300            3,621,938
                                     Duke Power................................                      140,800            5,878,400
                                     GTE.......................................                      197,100            6,578,212
                                     Public Service Enterprise Group...........                      193,600            5,759,600
                                                                                                                    --------------
                                                                                                                       21,838,150
                                                                                                                    --------------
                                     TOTAL COMMON STOCKS
                                     (cost $289,913,158).......................                                      $338,809,832
                                                                                                                    ==============

THE DREYFUS THIRD CENTURY FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                                 MAY 31, 1995
                                                                                                     PRINCIPAL
SHORT-TERM INVESTMENTS-4.7%                                                                          AMOUNT              VALUE
                                                                                                --------------      --------------
        U.S. TREASURY BILLS:         5.72%, 6/22/95............................                  $   293,000          $   292,048
                                     5.54%, 7/6/95.............................                    4,392,000            4,368,151
                                     5.57%, 7/20/95............................                    1,851,000            1,836,988
                                     5.58%, 7/27/95............................                      894,000              886,240
                                     5.59%, 8/3/95.............................                    9,962,000            9,864,970
                                                                                                                    --------------
                                     TOTAL SHORT-TERM INVESTMENTS
                                       (cost $17,248,175)......................                                      $ 17,248,397
                                                                                                                    ==============
        TOTAL INVESTMENTS (cost $307,161,333)..................................                        96.5%         $356,058,229
                                                                                                      ========      ==============
        CASH AND RECEIVABLES (NET).............................................                         3.5%         $ 12,775,208
                                                                                                      ========      ==============
NET ASSETS.....................................................................                       100.0%         $368,833,437
                                                                                                      ========      ==============

</TABLE>

NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.















See notes to financial statements.
<TABLE>
<CAPTION>

THE DREYFUS THIRD CENTURY FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                                                  MAY 31, 1995
ASSETS:
<S>                                                                                                  <C>             <C>
    Investments in securities, at value
      (cost $307,161,333)-see statement.....................................                                         $356,058,229
    Cash....................................................................                                           10,083,216
    Receivable for investment securities sold...............................                                            3,982,625
    Dividends receivable....................................................                                              559,479
    Receivable for subscriptions to Common Stock............................                                                  780
    Prepaid expenses........................................................                                               44,895
                                                                                                                     -------------
                                                                                                                      370,729,224
LIABILITIES:
    Due to The Dreyfus Corporation..........................................                         $   226,101
    Payable for investment securities purchased.............................                           1,386,563
    Payable for Common Stock redeemed.......................................                              29,028
    Accrued expenses........................................................                             254,095        1,895,787
                                                                                                    -------------    -------------
NET ASSETS  ................................................................                                         $368,833,437
                                                                                                                     =============
REPRESENTED BY:
    Paid-in capital.........................................................                                         $315,198,723
    Accumulated undistributed investment income-net.........................                                            1,380,221
    Accumulated undistributed net realized gain on investments..............                                            3,357,597
    Accumulated net unrealized appreciation on investments-Note 3...........                                           48,896,896
                                                                                                                     -------------
NET ASSETS at value applicable to 49,487,239 shares outstanding
    (150 million shares of $.33 1/3 par value Common Stock authorized)......                                         $368,833,437
                                                                                                                     =============
NET ASSET VALUE, offering and redemption price per share
    ($368,833,437 / 49,487,239 shares)......................................                                                $7.45
                                                                                                                           =======


</TABLE>







See notes to financial statements.

<TABLE>
<CAPTION>

THE DREYFUS THIRD CENTURY FUND, INC.
STATEMENT OF OPERATIONS                                                                                  YEAR ENDED MAY 31, 1995
INVESTMENT INCOME:
<S>                                                                                                 <C>              <C>
    INCOME:
      Cash dividends (net of $66,257 foreign taxes withheld at source)......                        $  5,255,911
      Interest..............................................................                           2,132,773
                                                                                                    -------------
          TOTAL INCOME......................................................                                         $  7,388,684
    EXPENSES:
      Investment advisory fee-Note 2(a).....................................                           2,562,185
      Sub-investment advisory fee-Note 2(a).................................                             141,170
      Shareholder servicing costs-Note 2(b).................................                             993,582
      Professional fees.....................................................                             111,780
      Custodian fees........................................................                              61,582
      Directors' fees and expenses-Note 2(c)................................                              45,689
      Registration fees.....................................................                              35,521
      Prospectus and shareholders' reports..................................                              29,276
      Miscellaneous.........................................................                              61,200
                                                                                                    -------------
          TOTAL EXPENSES....................................................                                            4,041,985
                                                                                                                       -----------
          INVESTMENT INCOME-NET.............................................                                            3,346,699
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain on investments-Note 3.................................                         $12,839,259
    Net unrealized appreciation on investments..............................                          22,739,756
                                                                                                     ------------
          NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS...................                                           35,579,015
                                                                                                                      ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                                          $38,925,714
                                                                                                                      ============



</TABLE>







See notes to financial statements.


THE DREYFUS THIRD CENTURY FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                                     YEAR ENDED MAY 31,
                                                                                             ---------------------------------
                                                                                                   1994               1995
                                                                                             ---------------    ---------------
<S>                                                                                          <C>                 <C>

OPERATIONS:
    Investment income-net...................................................                 $   2,524,629       $   3,346,699
    Net realized gain on investments........................................                    43,262,547          12,839,259
    Net unrealized appreciation (depreciation) on investments for the year..                   (42,310,849)         22,739,756
                                                                                             ---------------    ---------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................                     3,476,327          38,925,714
                                                                                             ---------------    ---------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income-net...................................................                    (2,357,310)         (2,986,999)
    Net realized gain on investments........................................                   (35,948,936)        (46,183,615)
                                                                                            ---------------    ----------------
      TOTAL DIVIDENDS.......................................................                   (38,306,246)        (49,170,614)
                                                                                            ---------------    ----------------
CAPITAL STOCK TRANSACTIONS:
    Net proceeds from shares sold...........................................                   133,886,002         68,296,100
    Dividends reinvested....................................................                    36,994,901         47,326,617
    Cost of shares redeemed.................................................                  (272,045,796)      (126,884,560)
                                                                                            ---------------    ----------------
      (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..............                  (101,164,893)       (11,261,843)
                                                                                            ---------------    ----------------
          TOTAL (DECREASE) IN NET ASSETS....................................                  (135,994,812)       (21,506,743)
NET ASSETS:
    Beginning of year.......................................................                   526,334,992        390,340,180
                                                                                            ---------------    ----------------
    End of year (including undistributed investment income-net:
      $1,020,521 in 1994 and $1,380,221 in 1995)............................                 $ 390,340,180      $ 368,833,437
                                                                                            ===============     ===============

                                                                                               SHARES               SHARES
                                                                                          ---------------      ---------------
CAPITAL SHARE TRANSACTIONS:
    Shares sold.............................................................                    15,961,262          9,474,361
    Shares issued for dividends reinvested..................................                     4,572,917          7,548,119
    Shares redeemed.........................................................                   (32,586,800)       (17,546,982)
                                                                                            ---------------    ----------------
      NET (DECREASE) IN SHARES OUTSTANDING..................................                   (12,052,621)          (524,502)
                                                                                            ===============    ===============


</TABLE>




See notes to financial statements.

THE DREYFUS THIRD CENTURY FUND, INC.
FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>


                                                                                 YEAR ENDED MAY 31,
                                                            ------------------------------------------------------------
PER SHARE DATA:                                              1991         1992         1993         1994          1995
                                                             -------      -------      -------      -------     -------
<S>                                                          <C>          <C>          <C>          <C>         <C>
    Net asset value, beginning of year...........            $ 7.01       $ 7.79       $ 7.80       $ 8.48      $ 7.80
                                                             -------      -------      -------      -------     -------
    INVESTMENT OPERATIONS:
    Investment income-net........................               .06          .05          .04          .05         .07
    Net realized and unrealized gain (loss)
      on investments.............................              1.07          .26          .74         (.08)        .65
                                                             -------      -------      -------      -------     -------
      TOTAL FROM INVESTMENT OPERATIONS...........              1.13          .31          .78         (.03)        .72
                                                             -------      -------      -------      -------     -------
    DISTRIBUTIONS:
    Dividends from investment income--net........              (.12)        (.08)        (.05)        (.04)       (.07)
    Dividends from net realized gain on investments            (.23)        (.22)        (.05)        (.61)      (1.00)
                                                             -------      -------      -------      -------     -------
      TOTAL DISTRIBUTIONS........................              (.35)        (.30)        (.10)        (.65)      (1.07)
                                                             -------      -------      -------      -------     -------
    Net asset value, end of year.................            $ 7.79       $ 7.80       $ 8.48       $ 7.80      $ 7.45
                                                             =======      =======      =======      =======     =======
TOTAL INVESTMENT RETURN..........................             17.19%        3.92%       10.02%        (.63%)     11.81%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets......              1.04%        1.08%        1.11%         1.17%      1.12%
    Ratio of net investment income to average net assets       1.10%         .83%         .48%          .52%       .93%
    Portfolio Turnover Rate......................              72.57%      47.92%      67.30%         71.70%    133.54%
    Net Assets, end of year (000's Omitted)......           $266,126    $443,533    $526,335       $390,340   $368,833


</TABLE>






See notes to financial statements.

THE DREYFUS THIRD CENTURY FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. The Dreyfus
Corporation ("Dreyfus") serves as the Fund's investment adviser. Tiffany
Capital Advisors, Inc. ("Tiffany") served as the Fund's sub-investment
adviser until August 1, 1994. On August 2, 1994, the Fund's shareholders
approved a new sub-investment advisory agreement between Dreyfus and NCM
Capital Management Group, Inc. to replace the existing sub-investment advisory
 agreement between the Fund and Tiffany. Prior to August 24, 1994, the
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, acted as
the exclusive distributor of the Fund's shares, which are sold to the public
without a sales charge. Effective August 24, 1994, Dreyfus became a direct
subsidiary of Mellon Bank, N.A.
    On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of FDI Distribution Services, Inc., a provider of mutual fund
administration services, which in turn is a wholly-owned subsidiary of FDI
Holdings, Inc., the parent company of which is Boston Institutional Group,
Inc.
    (A) PORTFOLIO VALUATION: Investments in securities are valued at the last
sales price on the securities exchange on which such securities are primarily
traded or at the last sales price on the national securities market.
Securities not listed on an exchange or the national securities market, or
securities for which there were no transactions, are valued at the average of
the most recent bid and asked prices. Bid price is used when no asked price
is available. Securities for which there are no such valuations are valued at
fair value as determined in good faith under the direction of the Board of
Directors.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
    (C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2-INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSACT
IONS WITH AFFILIATES:

THE DREYFUS THIRD CENTURY FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    (A) Pursuant to the management agreement (new "Agreement") with the
Manager, the management fee is computed at an annual rate of .75 of 1% of the
average daily value of the Fund's net assets and is payable monthly. Prior to
August 2, 1994, fees payable by the Fund pursuant to the provisions of an
Investment Advisory Agreement with Dreyfus and Sub-Investment Advisory
Agreement with Tiffany (prior "Agreements") were payable monthly and computed
on the average daily value of the Fund's net assets at the following annual
rates:
<TABLE>
<CAPTION>

    TOTAL NET ASSETS                                                                      DREYFUS        TIFFANY
    -------------------                                                                -------------  -------------
<S>                                                                                     <C>             <C>
    The first $200 million............................................                  .65 of 1%       .10 of 1%
    $200 up to $300 million...........................................                  .40 of 1%       .35 of 1%
    In excess of $300 million.........................................                  .375 of 1%     .375 of 1%
</TABLE>

    Pursuant to a new Sub-Investment Advisory Agreement with NCM Capital
Management Group, Inc., the sub-investment advisory fee is computed at an
annual rate of .10 of 1% on the first $500 million and .20 of 1% on the excess
of the average daily value of the Fund's net assets and is payable monthly by
Dreyfus.
    The Agreements further provided that if in any full fiscal year the
aggregate expenses of the Fund, excluding taxes, interest on borrowings,
brokerage and extraordinary expenses, exceed 11\2% of the average value of
the Fund's net assets, the Fund may deduct from the fees to be paid to
Dreyfus and Tiffany, or Dreyfus and Tiffany will bear, such excess, up to the
amount of their respective fees, on a pro rata basis in proportion to the
relative fees otherwise payable to each pursuant to the Agreements. There was
no expense reimbursement for the year ended May 31, 1995.
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. During the year ended May
31, 1995, the Fund was charged an aggregate of $474,919 pursuant to the
Shareholder Services Plan.
    (C) Prior to August 24, 1994, certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Investment Adviser
and/or Dreyfus Service Corporation. Each director who is not an "affiliated
person" receives an annual fee of $10,000. The Chairman of the Board receives
an additional 25% of such compensation.
NOTE 3-SECURITIES TRANSACTIONS:
    The aggregate amount of purchases and sales of investment securities,
other than short-term securities, for the year ended May 31, 1995 amounted to
$456,267,016 and $418,266,478, respectively.
    At May 31, 1995, accumulated net unrealized appreciation on investments
was $48,896,896, consisting of $54,399,198 gross unrealized appreciation and
$5,502,302 gross unrealized depreciation.
    At May 31, 1995, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).

THE DREYFUS THIRD CENTURY FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
THE DREYFUS THIRD CENTURY FUND, INC.
    We have audited the accompanying statement of assets and liabilities of
The Dreyfus Third Century Fund, Inc., including the statement of investments,
as of May 31, 1995, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in
the period then ended, and financial highlights for each of the years
indicated therein. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of May 31, 1995 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of The Dreyfus Third Century Fund, Inc. at May 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.

(Ernst & Young LLP  Signature Logo)

New York, New York
July 3, 1995


THE DREYFUS THIRD CENTURY FUND, INC.
IMPORTANT TAX INFORMATION (UNAUDITED)
    For Federal tax purposes, the Fund hereby designates $1.005 per share as
a long- term capital gain distribution of the $1.07 per share paid on
December 9, 1994.



















THE DREYFUS
THIRD CENTURY FUND, INC.
200 Park Avenue
New York, NY 10166
INVESTMENT ADVISER
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
SUB-INVESTMENT ADVISER
NCM Capital Management Group, Inc.
103 West Main Street
Durham, North Carolina 27701
CUSTODIAN
The Bank of New York
90 Washington Street
New York, NY 10286
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
The Shareholder Services Group, Inc.
P.O. Box 9671
Providence, RI 02940


Further information is contained
in the Prospectus, which must
precede or accompany this report.


Printed in U.S.A.                            035AR955
Third Century
Fund, Inc.
Annual Report
May 31, 1995



(Dreyfus Logo,







 COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
 IN THE DREYFUS THIRD CENTURY FUND, INC. AND THE STANDARD
 & POOR'S 500 COMPOSITE STOCK PRICE INDEX

 EXHIBIT A:
 ________________________________________________________
|             |       STANDARD       |                  |
|             |     & POOR'S 500     |     THE DREYFUS  |
| PERIOD      |    COMPOSITE STOCK   |    THIRD CENTURY |
|             |     PRICE INDEX *    |        FUND      |
|---------    |    ---------------   |   ---------------|
| 3/29/72     |            10,000    |           10,000 |
| 5/31/72     |            10,266    |           10,061 |
| 5/31/73     |            10,124    |            8,177 |
| 5/31/74     |             8,721    |            7,551 |
| 5/31/75     |             9,556    |            9,193 |
| 5/31/76     |            10,928    |           10,781 |
| 5/31/77     |            10,937    |           12,082 |
| 5/31/78     |            11,656    |           14,870 |
| 5/31/79     |            12,522    |           17,335 |
| 5/31/80     |            14,858    |           24,830 |
| 5/31/81     |            18,603    |           33,866 |
| 5/31/82     |            16,607    |           26,088 |
| 5/31/83     |            25,378    |           37,009 |
| 5/31/84     |            24,604    |           33,576 |
| 5/31/85     |            32,415    |           43,715 |
| 5/31/86     |            43,971    |           52,949 |
| 5/31/87     |            53,275    |           60,640 |
| 5/31/88     |            49,807    |           58,265 |
| 5/31/89     |            63,136    |           70,235 |
| 5/31/90     |            73,604    |           82,355 |
| 5/31/91     |            82,259    |           96,514 |
| 5/31/92     |            90,345    |          100,299 |
| 5/31/93     |           100,816    |          110,350 |
| 5/31/94     |           105,101    |          109,656 |
| 5/31/95     |           126,288    |          122,610 |
|-------------------------------------------------------|

 * Source: Lipper Analytical Services, Inc.




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