May 1, 1996
THE DREYFUS THIRD CENTURY
FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED SEPTEMBER 15, 1995
THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES THE INFORMATION
CONTAINED IN THE TENTH PARAGRAPH IN THE SECTION OF THE FUND'S PROSPECTUS
ENTITLED "MANAGEMENT OF THE FUND."
The Fund's portfolio managers primarily responsible for management of
the Fund's portfolio are Eric W. Steedman, with respect to the Fund's areas
of special concern, and Maceo K. Sloan, with respect to selection of
portfolio securities. Mr. Steedman has held that position since May 1, 1996
and has been employed by Dreyfus since January 1995. From June 1994 to
December 1994, he was employed by the Counsel on Economic Priorities. Mr.
Sloan has held his position with the Fund since August 1994 and has been
employed by NCM since 1986. The Fund's other portfolio managers are
identified under "Management of the Fund" in the Fund's Statement of
Additional Information. Dreyfus also provides research services for the Fund
as well as for other funds advised by Dreyfus through a professional staff of
portfolio managers and security analysts.
EFFECTIVE MAY 10, 1996, THE FOLLOWING INFORMATION SUPERSEDES AND
REPLACES THE INFORMATION CONTAINED IN THE SECOND SENTENCE IN THE SECTION OF
THE FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF THE FUND-CUSTODIAN AND TRANSFER
AND DIVIDEND DISBURSING AGENT."
Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, PA 15258, is
the Fund's Custodian.
At a Special Meeting of Shareholders of the Fund held on April 18,
1996, (the "Meeting"), the Fund's shareholders approved an Amended and
Restated Sub-Investment Advisory Agreement between Dreyfus, the Fund's
investment adviser, and NCM, the Fund's sub-investment adviser, which became
effective on April 22, 1996. The Amended and Restated Sub-Investment Advisory
Agreement provides for an increase in the fees payable by Dreyfus to NCM. The
new fee schedule is set forth below.
FEE TO NCMFROM DREYFUS UNDER THE AMENDED AND RESTATED
SUB-INVESTMENT ADVISORY AGREEMENT
ANNUAL FEE
AS A PERCENTAGE
TOTAL ASSETS OF AVERAGE DAILY NET ASSETS
0 to $400 million .10 of 1%
In excess of $400 million
to $500 million .15 of 1%
In excess of $500 million
to $750 million .20 of 1%
In excess of $750 million .25 of 1%
(CONTINUED ON REVERSE SIDE)
The annual fee payable to Dreyfus by the Fund remains unchanged at
.75 of 1% of the Fund's average daily net assets.
At the Meeting, the Fund's shareholders also approved amending the
Fund's existing fundamental policy regarding its socially responsible
"Special Considerations," as defined in the Fund's Prospectus. This
fundamental policy, which required shareholder approval to change or
supplement the Special Considerations, was amended to provide that the Board
of Directors may in the future supplement the Fund's Special Considerations
with additional socially responsible investment restrictions without
shareholder approval (the "Amendment"). Under the Amendment, any change to
the Fund's Special Considerations would continue to require shareholder
approval and the Fund's Special Considerations would have to be satisfied
notwithstanding any new restrictions adopted by the Board. The Amendment is
effective as of May 1, 1996.
THE FOLLOWING INFORMATION SUPPLEMENTS AND REPLACES THE INFORMATION
CONTAINED IN THE SECTIONS OF THE FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF
THE FUND," "HOW TO BUY FUND SHARES," "SHAREHOLDER SERVICES," AND "HOW TO
REDEEM FUND SHARES":
Effective December 1, 1995, Dreyfus Transfer, Inc., a wholly-owned
subsidiary of The Dreyfus Corporation, is located at One American Express
Plaza, Providence, Rhode Island 02903, and serves as the Fund's Transfer and
Dividend Disbursing Agent (the "Transfer Agent").
Effective January 1, 1996, the telephone number for the following
transactions is 1-800-645-6561 or, if you are calling from overseas,
516-794-5452:
* Dreyfus TELETRANSFER Privilege
* Telephone Exchange Privilege
* Wire Redemption Privilege
* Telephone Redemption Privilege
035/s050196
May 1, 1996
THE DREYFUS THIRD CENTURY FUND, INC.
Supplement to Statement of Additional Information
Dated September 15, 1995
The following information supersedes and replaces the information
contained in the third sentence of the fourth paragraph in the section of
the Fund's Statement of Additional Information entitled "Investment
Advisory Agreements."
The Fund's Portfolio Managers are Eric W. Steedman, Maceo K. Sloan,
Stephon Jackson and Thomas A. Frank.
__________________________________________________
Effective May 10, 1996, the following information supersedes and
replaces any contrary information contained in the first paragraph in the
section of the Fund's Statement of Additional Information entitled
"Custodian, Transfer and Dividend Disbursing Agent, Counsel and
Independent Auditors."
Mellon Bank, N.A. Inc., One Mellon Bank Center, Pittsburgh, PA 15258,
is the Fund's Custodian.
The following information supersedes and replaces Investment
Restriction No. 1 in the section in the fund's Statement of Additional
Information entitled "Investment Objectives and Management Policies-
Investment Restrictions."
1. The Fund's special considerations described under "Special
Considerations" in the Fund's Prospectus will not be changed without
stockholder approval. The Board of Directors may from time to time
without stockholder approval adopt additional criteria or restrictions
governing the Fund's investments if the Board of Directors determines that
the new criteria or restrictions are consistent with the Fund's objective
of investing in a socially responsible manager. Any such new criteria or
restrictions would not be fundamental policies of the Fund and could be
subsequently terminated or changed by the Board of Directors at any time
without stockholder approval.
__________________________________________________
The following information supplements and supersedes any contrary
information contained in the Fund's Statement of Additional Information:
How to Buy Fund Shares -- Dreyfus TeleTransfer Privilege. Dreyfus
TeleTransfer purchase orders may be made at any time. Purchase orders
received by 4:00 P.M., New York time, on any business day that Dreyfus
Transfer, Inc., the Fund's transfer and dividend disbursing agent (the
"Transfer Agent"), and the New York Stock Exchange are open for business
will be credited to the shareholder's Fund account on the next bank
business day following such purchase order. Purchase orders made after
4:00 P.M., New York time, on any business day the Transfer Agent and the
New York Stock Exchange are open for business, or orders made on Saturday,
Sunday or any Fund holiday (e.g., when the New York Stock Exchange is not
open for business), will be credited to the shareholder's Fund account on
the second bank business day following such purchase order.
Effective December 1, 1995, Dreyfus Transfer, Inc. (the "Transfer Agent")
became the Fund's transfer and dividend disbursing agent. The transfer
agent, a wholly owned subsidiary of the Manager, is located at One
American Express Plaza, Providence, Rhode Island 02903. Under a transfer
agency agreement with the Fund, the Transfer Agent arranges for the
maintenance of shareholder account records for the Fund, the handling of
certain communications between shareholders and the Fund and the payment
of dividends and distributions payable by the Fund. For these services,
the Transfer Agent receives a monthly fee computed on the basis of the
number of shareholder accounts it maintains for the Fund during the month,
and is reimbursed for certain out-of-pocket expenses. The Transfer Agent
has no part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
