March 5, 1996
THE DREYFUS THIRD CENTURY
FUND, INC.
Supplement to Prospectus
Dated September 15, 1995
At a meeting of the Board of Directors of The Dreyfus Third Century
Fund, Inc. (the "Fund") held on January 18, 1996, the Board 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,
providing for an increase in the fees payable by Dreyfus to NCM as set
forth below ("Proposal 1"). Under Proposal 1, the management fees paid by
the Fund would not change.
Current Fee Under the Existing Sub-Investment Advisory Agreement
Annual Fee as a Percentage
Total Assets of Average Daily Net Assets
0 to $500 million .10 of 1%
In excess of $500 million .20 of 1%
Proposed Fee Under the Proposed 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%
At a meeting of the Board of Directors of the Fund held on February
27, 1996, the Board approved amending the Fund's existing fundamental
policy regarding its socially responsible "Special Considerations," as
defined in the Fund's Prospectus, to provide that the Board of Directors
may in the future supplement the Fund's Special Considerations with
additional socially responsible investment restrictions without
stockholder approval ("Proposal 2"). Any additional criteria or
restrictions that supplement the Special Considerations now require
stockholder approval. Under Proposal 2, 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.
Stockholders of the Fund will be asked to vote on Proposal 1 and
Proposal 2 at a Special Meeting of Stockholders to be held on or about
April 16, 1996. If stockholders approve Proposal 1, the amended and
restated Sub-Investment Advisory Agreement between Dreyfus and NCM would
take effect on or about April 22, 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
