April 25, 1996
THE DREYFUS THIRD CENTURY
FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED SEPTEMBER 15, 1995
At a Special Meeting of Shareholders of The Dreyfus Third Century
Fund, Inc. (the "Fund") held on April 18, 1996, (the "Meeting"), the Fund's
shareholders approved an Amended and Restated Sub-Investment Advisory
Agreement between The Dreyfus Corporation ("Dreyfus"), the Fund's investment
adviser, and NCM Capital Management Group, Inc. ("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 NCM FROM 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%
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
(CONTINUED ON REVERSE SIDE)
Considerations with additional socially responsible investment restrictions
without stockholder approval (the "Amendment"). Under the Amendment, any
change to the Fund's Special Considerations would continue to require
stockholder 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 OR 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/s042596
April 25, 1996
THE DREYFUS THIRD CENTURY FUND, INC.
Supplement to Statement of Additional Information
Dated September 15, 1995
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.
