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Dreyfus Premier Third Century Fund Inc · N-30D · For 5/31/99

Filed On 8/10/99 · SEC File 811-02192 · Accession Number 30167-99-10

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 8/10/99  Dreyfus Premier Third Centur..Inc N-30D       5/31/99    2:24

Annual or Semi-Annual Report Mailed to Shareholders · Rule 30d-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-30D       Annual Report                                         23     71K 
 2: EX-99       Graph in the President's Letter of Annual Report       1      5K

N-30D · Annual Report
Document Table of Contents

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The Dreyfus                                                                     
Third Century                                                                   
Fund, Inc.                                                                      

ANNUAL REPORT                                                                   
May 31, 1999                                                                    

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The views expressed herein are current to the date of this report. These views  
and the composition of the fund's portfolio are subject to change at any time   
based on market and other conditions.                                           

* Not FDIC-Insured                                                          
* Not Bank-Guaranteed                                                       
* May Lose Value                                                            

Year 2000 Issues (Unaudited)                                                    

The fund could be adversely affected if the computer systems used by The Dreyfus
Corporation and the fund's other service providers do not properly process and  
calculate date-related information from and after January 1, 2000. The Dreyfus  
Corporation is working to avoid Year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar     
steps. In addition, issuers of securities in which the fund invests may be      
adversely affected by Year 2000-related problems. This could have an impact on  
the value of the fund's investments and its share price.                        

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Contents  

THE FUND  

-------------------------------------------                                     

           2     Letter from the President

                3     Discussion of Fund Performance

  6     Fund Performance

          7     Statement of Investments

                    10     Statement of Assets and Liabilities

        11     Statement of Operations

                   12     Statement of Changes in Net Assets

     13     Financial Highlights

              14     Notes to Financial Statements

               18     Report of Independent Auditors

          19     Important Tax Information

            FOR MORE INFORMATION

--------------------------------------------------------                        

  Back Cover

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The Dreyfus                                           
Third Century Fund, Inc.        The Fund                                        

LETTER FROM THE PRESIDENT                                                       

Dear Shareholder:                                                               

We are pleased to present this annual report for The Dreyfus Third Century Fund,
Inc. covering the 12-month period from June 1, 1998 through May 31, 1999.       
Inside, you'll find valuable information about how the fund was managed during  
the reporting period, including a discussion with the fund's portfolio managers,
Paul A. Hilton and Maceo K. Sloan.                                              

Despite the sharp correction that occurred during the third quarter of 1998, the
past year has generally been rewarding for equity investors. Strong economic    
growth, low inflation and high levels of consumer spending supported continued  
strength in the stocks of many large companies. As a result, several major      
market indices have set new records so far in 1999, including the Dow Jones     
Industrial Average's first-ever close above the 10,000 level. The broader S&P   
500 Index and the technology-laden NASDAQ Index also recorded new highs.        

Yet, until near the end of the 12-month period, the stock market's advance      
remained relatively narrow, confined to a handful of highly valued growth and   
technology stocks. In April, however, some previously out-of-favor market       
sectors rallied strongly, including many value-oriented stocks, large-cap       
cyclical companies, and many small-cap and midcap stocks.                       

We appreciate your confidence over the past year, and we look forward to your   
continued participation in The Dreyfus Third Century Fund, Inc.                 

Sincerely,                                                                      

/s/ Stephen E. Canter                                                           

Stephen E. Canter                                                               
President and Chief Investment Officer                                          
The Dreyfus Corporation                                                         
June 14, 1999                                                                   

2                                                                               

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DISCUSSION OF FUND PERFORMANCE                                                  

Paul A. Hilton and Maceo K. Sloan, Portfolio Managers                           

How did The Dreyfus Third Century Fund, Inc.                                    
perform relative to its benchmark?                                              

For the 12-month period ended May 31, 1999, The Dreyfus Third Century Fund, Inc.
produced a total return of 20.30%.1 The fund's benchmark, the Standard & Poor's 
500 Composite Stock Price Index (S&P 500 Index), produced a total return of     
21.03% and the Dow Jones Industrial Average produced a total return of 18.65%   
for the same period.2                                                           

We are pleased with the fund's competitive returns. By investing in             
approximately 55-70 large-cap growth names, the fund was able to produce returns
similar to the benchmark's portfolio of 500 names. At the same time, the fund   
offers shareholders the opportunity to invest in companies that meet its social 
and environmental standards.                                                    

What is the fund's investment approach?                                         

The fund focuses on high-quality growth-oriented companies that exhibit three   
characteristics: improving profitability measurements; a pattern of consistent  
earnings; and reasonable prices. While the majority of our holdings are         
large-cap stocks, the fund also has the ability to purchase mid- and small-cap  
stocks. Once candidates meet rigorous financial standards, they must also show  
evidence that they conduct their business in a manner that contributes to the   
enhancement of the quality of life in America.                                  

What other factors influenced the fund's performance?                           

The portfolio's strongest gains during the period came from its technology,     
telecommunications and health care investments. Within the technology sector,   
the fund enjoyed solid returns from the same companies that continued to drive  
the performance of the S&P 500 Index, includ-                                   

                                                                      The Fund 3

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DISCUSSION OF FUND PERFORMANCE (continued)                                      

ing Microsoft, Intel, International Business Machines, Cisco Systems,           
Lucent Technologies and Sun Microsystems. In addition, telecommunications names 
such as MCI WorldCom, AirTouch Communications, AT&T and Ameritech provided      
strong returns by expanding their businesses to provide customers with data as  
well as voice services.                                                         

Health care has long been one of the fund's largest investment themes. Demand   
for medical services and products by the aging baby boomers continues to        
increase. In addition, recent technological advances have resulted in more      
timely FDA approvals and delivery of pharmaceutical products to the marketplace.
Finally, new television and radio advertising has been able to raise consumer   
brand awareness, thereby driving revenues of many names in the portfolio, most  
notably Johnson & Johnson, Guidant, Schering-Plough and Amgen.                  

On the other hand, financial stocks hindered performance as many of these       
companies have not yet recovered fully from the global credit and currency      
crisis that took place last fall. However, we viewed this as an excellent       
opportunity to acquire fundamentally sound, attractively priced names for the   
portfolio, and to add to existing high-quality names.                           

What is the fund's current strategy?                                            

Over the past several months, we've begun to add more cyclical names --         
companies whose earnings are sensitive to changes in economic conditions -- to  
the portfolio because these companies tend to perform best in an improving      
economy. Most recently, when the stock market began to shift its emphasis away  
from growth companies to more reasonably priced value names, we followed suit.  
In doing so, we believe we have been able to align the portfolio more closely   
with prevailing market conditions.                                              

Can you give us an update on the fund's                                         
social investment program?                                                      

This has been a very busy proxy season for social shareholder resolutions, not  
just for companies held in this fund, but for a wide array of                   

4                                                                               

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companies in general. In fact, so far in 1999, shareholders have filed          
approximately 220 resolutions concerning social and environmental policies      
with over 150 major U.S. companies. The most popular resolutions were those     
concerning the environment, equal employment opportunity, global corporate      
accountability, international health and tobacco, and executive compensation.   
While we carefully examine each resolution on a case-by-case basis, in most     
cases, we vote the fund's shares in support of social shareholder resolutions   
if we believe they support the fund's areas of social concern. At all times, we 
strive to maintain open communications with the companies' managements so that  
we can encourage improvement in socially responsible areas.                     

For example, this past year Home Depot faced two resolutions: to release        
diversity data on its employment practices and to stop the sale of products made
from old-growth wood. We voted in favor of both of these resolutions and are    
currently engaged in an ongoing dialogue with Home Depot's management team      
regarding these issues. In response to the resolutions, Home Depot recently     
released equal employment opportunity data in its publicly available social     
responsibility report. While the company had already banned the sale of         
old-growth redwood prior to the resolution, it continues to work together with  
the Forest Stewardship Council to identify suitable old-growth alternatives. We 
are pleased with Home Depot's responses to these resolutions, however, we       
believe the company can still do more. Our view is that Home Depot is a leader  
in its industry and we will continue to work with the company to encourage      
further improvements.                                                           

June 14, 1999                                                                   

1 Total return includes reinvestment of dividends and any capital gains paid.   
  Past performance is no guarantee of future results. Share price and investment
return fluctuate such that upon redemption fund shares may be worth more or 
less than their original cost.                                              
2 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 and The Dow Jones         
 Industrial Average are widely accepted unmanaged indices of U.S. stock market
performance.                                                                

                                                                      The Fund 5

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$331,939                                                                        
Standard & Poor's 500                                                           
Composite Stock Price Index*                                                    

$316,522                                                                        
The Dreyfus Third                                                               
Century Fund, Inc.                                                              

Comparison of change in value of $10,000 investment in the fund and the Standard
& Poor's 500 Composite Stock Price Index                                        

--------------------------------------------------------------------------------
Average Annual Total Returns as of 5/31/99                                      

                                                   Inception
            1 Year       5 Years     10 Years      (3/29/72)
--------------------------------------------------------------------------------
Fund                  20.30%       23.62%       16.25%        13.56%            

*  Source: Lipper Analytical Services, Inc.                                     
Past performance is not predictive of future performance.                       
The above graph compares a $10,000 investment made in The Dreyfus Third Century 
Fund, Inc. 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, including 
expense reimbursements, if applicable, is contained in the Financial Highlights 
section of the Prospectus and elsewhere in this report.                         

6                                                                               

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STATEMENT OF INVESTMENTS                                                        
May 31, 1999                                                                    

--------------------------------------------------------------------------------
Common Stocks--95.1%                                   Shares         Value ($) 
--------------------------------------------------------------------------------
Commercial Services--.9%                                                        
At Home, Cl. A                                         40,200 a       5,095,350 
Interpublic Group Cos.                                 73,800         5,590,350 
                                                                    10,685,700
Consumer Durables--.6%                                                          
Newell Rubbermaid                                     170,200         6,893,100 

Consumer Non-Durables--8.6%                                                     
Clorox                                                216,100        21,812,594 
Kimberly-Clark                                        562,000        32,982,375 
PepsiCo                                               555,800        19,904,588 
Procter & Gamble                                      244,900        22,867,538 
                                                                    97,567,095
Consumer Services--.7%                                                          
Infinity Broadcasting, Cl. A                          299,000 a       7,643,188 

Electronic Technology--19.6%                                                    
Cisco Systems                                         308,550 a      33,593,381 
EMC                                                   131,000 a      13,050,875 
Global Telesystems Group                               87,800 a       6,672,800 
Intel                                                 287,000        15,515,938 
International Business Machines                       351,800        40,918,733 
Linear Technology                                     222,400        11,787,200 
Lucent Technologies                                   426,000        24,228,750 
Nokia, A.D.S.                                         149,400        10,607,400 
Solectron                                             210,000 a      11,497,500 
Sun Microsystems                                      497,600 a      29,731,600 
Tellabs                                               401,800 a      23,505,300 
                                                                   221,109,477
Finance--13.8%                                                                  
American Express                                      155,900        18,893,131 
American International Group                          206,450        23,599,816 
BankAmerica                                           202,217        13,080,912 
Citigroup                                             224,700        14,886,375 
Federal National Mortgage Association                 533,700        36,291,600 
Fifth Third Bancorp                                   128,700         8,775,731 
Marsh & McLennan Cos.                                 176,600        12,847,650 
Merrill Lynch                                         170,000        14,280,000 
State Street                                          172,100        13,122,625 
                                                                   155,777,840

                                                                      The Fund 7

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STATEMENT OF INVESTMENTS (continued)                                            
May 31, 1999                                                                    

--------------------------------------------------------------------------------
Common Stocks (continued)                              Shares         Value ($) 
--------------------------------------------------------------------------------
Health Services--2.1%                                                           
Cardinal Health                                       258,450        15,603,919 
United Healthcare                                     150,300         8,754,975 
                                                                    24,358,894
Health Technology--10.2%                                                        
Amgen                                                 207,200 a      13,105,400 
Guidant                                               332,000        16,600,000 
Johnson & Johnson                                     192,000        17,784,000 
Lilly (Eli)                                           221,700        15,837,694 
Merck & Co.                                           454,000        30,645,000 
Schering-Plough                                       250,800        11,301,675 
Watson Pharmaceuticals                                270,000 a      10,344,375 
                                                                   115,618,144
Non-Energy Minerals--1.1%                                                       
Alcoa                                                 220,000        12,100,000 

Process Industries--1.4%                                                        
Avery Dennison                                        120,300         7,202,963 
Ecolab                                                198,000         8,415,000 
                                                                    15,617,963
Producer Manufacturing--9.3%                                                    
Emerson Electric                                      237,000        15,138,375 
Illinois Tool Works                                   278,100        21,344,175 
Minnesota Mining & Manufacturing                      252,600        21,660,450 
Pitney Bowes                                          207,400        13,221,750 
Tyco International                                    207,000        18,086,625 
Xerox                                                 275,800        15,496,513 
                                                                   104,947,888

Retail Trade--9.5%                                                              
CVS                                                   324,000        14,904,000 
Home Depot                                            307,500        17,489,063 
Kroger                                                173,500 a      10,160,594 
Safeway                                               510,600 a      23,742,900 
Sears, Roebuck & Co.                                  306,400        14,649,750 
TJX Cos.                                              360,000        10,800,000 
Wal-Mart Stores                                       353,600        15,072,200 
                                                                   106,818,507

8                                                                               

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--------------------------------------------------------------------------------
Common Stocks (continued)                              Shares         Value ($) 
--------------------------------------------------------------------------------
Technology Services--8.1%                                                       
America Online                                         71,200 a       8,499,500 
BMC Software                                          406,800 a      20,111,175 
Microsoft                                             464,600 a      37,487,413 
Oracle                                              1,011,600 a      25,100,325 
                                                                    91,198,413

Utilities--9.2%                                                                 
AES                                                   320,100 a      15,924,975 
AT&T                                                  330,750        18,356,625 
AT&T - Liberty Media Group, Cl.A                      195,000 a      12,955,313 
AirTouch Communications                               203,100 a      20,411,550 
Ameritech                                             191,900        12,629,419 
MCI WorldCom                                          275,897 a      23,830,603 
                                                                   104,108,485

Total Common Stocks                                                             
  (cost $776,036,430)                                            1,074,444,694
--------------------------------------------------------------------------------
                                 Principal
Short-Term Investments--3.8%                       Amount ($)         Value ($) 
--------------------------------------------------------------------------------
Certificates of Deposit--.0%                                                    
Self Help Credit Union,                                                         
4.66%, 6/21/1999                                      100,000           100,000 

U.S. Treasury Bills--3.8%                                                       
4.38%, 7/22/1999                                      428,000           425,161 
4.47%, 8/5/1999                                     4,751,000         4,713,040 
4.44%, 8/12/1999                                      525,000           520,122 
4.48%, 8/19/1999                                   36,222,000        35,849,058 
4.48%, 8/26/1999                                    1,545,000         1,527,735 
                                                                    43,035,116

Total Short-Term Investments                                                    
  (cost $43,152,772)                                                43,135,116
--------------------------------------------------------------------------------
Total Investments (cost $819,189,202)                   98.9%     1,117,579,810 

Cash and Receivables (Net)                               1.1%        12,610,143 

Net Assets                                             100.0%     1,130,189,953 

a Non-income producing.                                                         
See notes to financial statements.                                              

                                                                      The Fund 9

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STATEMENT OF ASSETS AND LIABILITIES                                             
May 31, 1999                                                                    

--------------------------------------------------------------------------------

                                                           Cost          Value
--------------------------------------------------------------------------------
Assets ($):                                                                     

Investments in securities--See Statement                                        
 of Investments                                     819,189,202  1,117,579,810
Cash                                                                 12,957,434 
Dividends and interest receivable                                       544,432 
Receivable for shares of Common Stock subscribed                        198,140 
Prepaid expenses                                                         52,350 
                                                                 1,131,332,166
--------------------------------------------------------------------------------
Liabilities ($):                                                                

Due to The Dreyfus Corporation and affiliates                           889,498 
Payable for shares of Common Stock redeemed                              37,759 
Accrued expenses                                                        214,956 
                                                                     1,142,213
--------------------------------------------------------------------------------
Net Assets ($)                                                    1,130,189,953 
--------------------------------------------------------------------------------
Composition of Net Assets ($):                                                  

Paid-in capital                                                     729,791,296 
Accumulated undistributed investment income--net                         85,006 
Accumulated net realized gain (loss) on investments                 101,923,043 
Accumulated net unrealized appreciation (depreciation)                          
 on investments--Note 4                                            298,390,608
--------------------------------------------------------------------------------
Net Assets ($)                                                    1,130,189,953 
--------------------------------------------------------------------------------
Shares Outstanding                                                              
(150 million shares of $.331/3 par value Common Stock authorized)    88,854,980 
Net Asset Value, offering and redemption price per share ($)              12.72 

See notes to financial statements.                                              

10                                                                              

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STATEMENT OF OPERATIONS                                                         
Year Ended May 31, 1999                                                         

--------------------------------------------------------------------------------

Investment Income ($) Investment Income ($):                                    
--------------------------------------------------------------------------------
Income:                                                                         

Cash dividends (net of $24,186 foreign taxes withheld at source)      7,226,016 
Interest                                                              1,321,401 
Total Income                                                          8,547,417 

Expenses:                                                                       

Investment advisory fee--Note 3(a)                                    7,521,525 
Shareholder servicing costs--Note 3(b)                                1,671,176 
Professional fees                                                       107,832 
Registration fees                                                        80,664 
Custodian fees--Note 3(b)                                                79,856 
Prospectus and shareholders' reports                                     56,988 
Directors' fees and expenses--Note 3(c)                                  33,381 
Interest expense--Note 2                                                 23,221 
Loan commitment fees--Note 2                                              4,338 
Miscellaneous                                                            36,377 
Total Expenses                                                        9,615,358 
Investment (Loss)                                                    (1,067,941)
--------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments--Note 4 ($):                 

Net realized gain (loss) on investments                             114,693,454 
Net unrealized appreciation (depreciation) on investments            66,921,091 
Net Realized and Unrealized Gain (Loss) on Investments              181,614,545 
Net Increase in Net Assets Resulting From Operations                180,546,604 

See notes to financial statements.                                              

                                                                     The Fund 11

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STATEMENT OF CHANGES IN NET ASSETS                                              

--------------------------------------------------------------------------------
                                                  Year Ended May 31,
                                                   -----------------------------
                                                    1999            1998
--------------------------------------------------------------------------------
Operations ($):                                                                 

Investment income (loss)--net                     (1,067,941)        527,450    
Net realized gain (loss) on investments          114,693,454     127,135,626    
Net unrealized appreciation (depreciation)                                      
on investments                                  66,921,091      61,034,848  
Net Increase (Decrease) in Net Assets                                           
Resulting from Operations                      180,546,604     188,697,924  
--------------------------------------------------------------------------------
Dividends to Shareholders from ($):                                             

Investment income--net                                    --      (1,359,845)   
Net realized gain on investments                (105,500,411)    (61,193,006)   
Total Dividends                                 (105,500,411)    (62,552,851)   
--------------------------------------------------------------------------------
Capital Stock Transactions ($):                                                 

Net proceeds from shares sold                    731,491,242   1,080,725,202    
Dividends reinvested                             100,555,806      60,535,061    
Cost of shares redeemed                         (688,590,998) (1,032,801,808)   
Increase (Decrease) in Net Assets from                                          
Capital Stock Transactions                     143,456,050     108,458,455  
Total Increase (Decrease) in Net Assets          218,502,243     234,603,528    
--------------------------------------------------------------------------------
Net Assets ($):                                                                 

Beginning of Period                              911,687,710     677,084,182    
End of Period                                  1,130,189,953     911,687,710    
Undistributed investment income--net                  85,006          85,006    
--------------------------------------------------------------------------------
Capital Share Transactions (Shares):                                            

Shares sold                                       59,336,041      97,261,223    
Shares issued for dividends reinvested             8,565,231       5,636,412    
Shares redeemed                                  (56,431,517)    (93,123,816)   
Net Increase (Decrease) in Shares Outstanding     11,469,755       9,773,819    

See notes to financial statements.                                              

12                                                                              

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FINANCIAL HIGHLIGHTS                                                            

The following table describes the performance for the fiscal periods indicated. 
Total return shows how much your investment in the fund would have increased (or
decreased) during each period, assuming you had reinvested all dividends and    
distributions. These figures have been derived from the fund's financial        
statements.                                                                     

                                                        · Enlarge/Download Table


-------------------------------------------------------------------------------------
                                                  Year Ended May 31,                 
                              -------------------------------------------------------
                                   1999       1998      1997       1996       1995   
-------------------------------------------------------------------------------------
                                                                                     
Per Share Data ($):                                                                  
Net asset value, beginning                                                           
  of period                       11.78      10.01      9.25       7.45       7.80   
Investment Operations:                                                               
Investment income (loss)--net      (.01)       .01       .02        .03        .07   
Net realized and unrealized                                                          
  gain (loss) on investments       2.29       2.68      2.16       2.39        .65   
Total from Investment                                                                
  Operations                       2.28       2.69      2.18       2.42        .72   
Distributions:                                                                       
Dividends from investment                                                            
  income--net                        --       (.02)     (.02)      (.05)      (.07)  
Dividends from net realized                                                          
  gain on investments             (1.34)      (.90)    (1.40)      (.57)     (1.00)  
Total Distributions               (1.34)      (.92)    (1.42)      (.62)     (1.07)  
Net asset value, end of period    12.72      11.78     10.01       9.25       7.45   
----------------------------------------------------------------------------------   
Total Investment Return (%)       20.30      27.76     25.70      33.63      11.81   
----------------------------------------------------------------------------------   
Ratios/Supplemental Data (%):                                                        
Ratio of expenses to                                                                 
  average net assets                .96       .97       1.03       1.11       1.12   
Ratio of net investment income                                                       
  (loss) to average net assets     (.11)      .07        .22        .36        .93   
Portfolio Turnover Rate           75.88     70.41      66.52      92.08     133.54   
----------------------------------------------------------------------------------   
Net Assets, end of period                                                            
  ($ x 1,000)                 1,130,190   911,688    677,084    473,452    368,833   


See notes to financial statements.                                              

                                                                     The Fund 13

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NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 1--Significant Accounting Policies:                                        

The Dreyfus Third Century Fund, Inc. (the "fund") is registered under the       
Investment Company Act of 1940, as amended (the "Act"), as a diversified        
open-end management investment company. The fund's investment objective is to   
provide capital growth. The Dreyfus Corporation ("Dreyfus") serves as the       
fund's investment adviser. Dreyfus is a direct subsidiary of Mellon Bank,       
N.A. ("Mellon"). NCM Capital Management Group, Inc. ("NCM") serves as the       
fund's sub-investment adviser. Premier Mutual Fund Services, Inc. is the        
distributor of the fund's shares which are sold to the public without a sales   
charge.                                                                         

The fund's financial statements are prepared in accordance with generally       
accepted accounting principles which may require the use of management estimates
and assumptions. Actual results could differ from those estimates.              

(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. Under the terms of the custody agreement, the fund received net  
earnings credits of $5,977 during the period ended May 31, 1999 based on        
available cash bal-                                                             

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ances left on deposit. Income earned under this arrangement is included in      
interest income.                                                                

(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 of 1986, as amended (the "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 Code,   
and to make distributions of taxable income sufficient to relieve it from       
substantially all Federal income and excise taxes.                              

During the period ended May 31, 1999, the fund reclassed $1,067,941 to          
accumulated undistributed net investment income from accumulated net realized   
gain on investments as a result of permanent book to tax differences. The       
results of operations and net assets were not affected by this reclassification.

NOTE 2--Bank Line of Credit:                                                    

The fund participates with other Dreyfus-managed funds in a $600 million        
redemption credit facility (the "Facility") primarily to be utilized for        
temporary or emergency purposes, including the financing of redemptions. In     
connection therewith, the fund has agreed to pay commitment fees on its pro rata
portion of the Facility. Interest is charged to the fund at rates based on      
prevailing market rates in effect at the time of borrowings.                    

The average daily amount of borrowings outstanding during the period ended May  
31, 1999, was approximately $430,800 with a related weighted average annualized 
interest rate of 5.39%.                                                         

                                                                     The Fund 15

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NOTES TO FINANCIAL STATEMENTS (continued)                                       

NOTE 3--Investment Advisory Fee, Sub-Investment Advisory                        
Fee and Other Transactions With Affiliates:                                     

(a) Pursuant to the investment advisory ("Agreement") with Dreyfus, the         
investment advisory fee is computed at an annual rate of .75 of 1% of the value 
of the fund's average daily net assets and is payable monthly. The Agreement    
provides that if in any full fiscal year the aggregate expenses of the fund,    
exclusive of taxes, brokerage, interest on borrowings, commitment fees and      
extraordinary expenses, exceed 11/2% of the value of the fund's average daily   
net assets, the fund may deduct from the fees paid to Dreyfus, or Dreyfus will  
bear such excess expense. There was no expense reimbursement pursuant to the    
agrement during the period ended May 31, 1999.                                  

Pursuant to a Sub-Investment Advisory Agreement with NCM, the sub-investment    
advisory fees are payable monthly by Dreyfus, and are based upon the value of   
the fund's average daily net assets, computed at the following annual rates:    

Average Net Assets                                                          
------------------                                                          
0 to $400 million.................   .10 of 1%                              
$400 million to $500 million......   .15 of 1%                              
$500 million to $750 million......   .20 of 1%                              
In excess of $750 million.........   .25 of 1%                              

(b) Under the Shareholder Services Plan, the fund reimburses Dreyfus Service    
Corporation, a wholly-owned subsidiary of Dreyfus, an amount not to exceed an   
annual rate of .25 of 1% of the value of the fund's average daily net assets for
certain allocated expenses of providing personal services and/or maintaining    
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 period ended May 
31, 1999, the fund was charged $1,084,748 pursuant to the Shareholder Services  
Plan.                                                                           

16                                                                              

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The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of       
Dreyfus, under a transfer agency agreement for providing personnel and          
facilities to perform transfer agency services for the fund. During the period  
ended May 31, 1999, the fund was charged $300,526 pursuant to the transfer      
agency agreement.                                                               

The fund compensates Mellon under a custody agreement for providing custodial   
services for the fund. During the period ended May 31, 1999, the fund was       
charged $79,856 pursuant to the custody agreement.                              

(c) Each director who is not an "affiliated person" as defined in the Act       
receives from the fund an annual fee of $10,000. The Chairman of the Board      
receives an additional 25% of such compensation.                                

NOTE 4--Securities Transactions:                                                

The aggregate amount of purchases and sales of investment securities, excluding 
short-term securities, during the period ended May 31, 1999, amounted to        
$742,587,945 and $739,731,715, respectively.                                    

At May 31, 1999, accumulated net unrealized appreciation on investments was     
$298,390,608, consisting of $311,970,444 gross unrealized appreciation and      
$13,579,836 gross unrealized depreciation.                                      

At May 31, 1999, 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 Fund 17

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REPORT OF 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, 1999, 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 and financial highlights. Our procedures included verification by    
examination of securities held as of May 31, 1999 and confirmation of securities
not held by the custodian by correspondence with others. 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, 1999, 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.             

/s/ Ernst & Young LLP                                                           

New York, New York                                                              
July 2, 1999                                                                    

18                                                                              

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IMPORTANT TAX INFORMATION (Unaudited)                                           

For Federal tax purposes the fund hereby designates $1.124 per share as a       
long-term capital gain distribution of the $1.339 per share paid on December 7, 
1998.                                                                           

The fund also designates 25.191% of the ordinary dividends paid during the      
fiscal year ended May 31, 1999 as qualifying for the corporate dividends        
received deduction. Shareholders will receive notification in January 2000 of   
the percentage applicable to the preparation of their 1999 income tax returns.  

                                                                     The Fund 19

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NOTES                                                                           

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For More Information                                                            

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 27705                              

Custodian                                                 

Mellon Bank, N.A.                                         
One Mellon Bank Center                                    
Pittsburgh, PA 15258                                      

Transfer Agent &                                          
Dividend Disbursing Agent                                 

Dreyfus Transfer, Inc.                                    
P.O. Box 9671                                             
Providence, RI 02940                                      

Distributor                                               

Premier Mutual Fund Services, Inc.                        
60 State Street                                           
Boston, MA 02109                                          

To obtain information:                                                          

By telephone                                                                    
Call 1-800-645-6561                                                             

By mail Write to:                                                               
The Dreyfus Family of Funds                                                     
144 Glenn Curtiss Boulevard                                                     
Uniondale, NY 11556-0144                                                        

By E-mail Send your request to info@dreyfus.com                                 

On the Internet Information can be viewed online or downloaded from:            
http://www.dreyfus.com                                                          

Printed on recycled paper.                                                      
50% post-consumer.                                                              
Process chlorine free.                                                          
Vegetable-based ink.                                                            

(c) 1999, Dreyfus Service Corporation           035AR995

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This N-30D Filing	Date	First	Last	Other Filings

	6/1/98	4
	12/7/98	21
For The Period Ended	5/31/99	1	21	24F-2NT, NSAR-B
	6/14/99	4	7
	7/2/99	20
Filed On / Filed As Of	8/10/99
	1/1/0	2

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Dreyfus Premier Third Century Fund Inc · N-30D · For 5/31/99

Filed On 8/10/99 · SEC File 811-02192 · Accession Number 30167-99-10

Annual or Semi-Annual Report Mailed to Shareholders · Rule 30d-1Filing Table of Contents

N-30D · Annual ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual or Semi-Annual Report Mailed to Shareholders · Rule 30d-1
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