THE DREYFUS THIRD CENTURY FUND, INC.

                      ARTICLES OF AMENDMENT AND RESTATEMENT

         The Dreyfus Third Century Fund,  Inc., a Maryland  corporation  (which
is  hereinafter  called  the  "Corporation"),  hereby  certifies  to the  State
Department of Assessments and Taxation of Maryland that:

                                      FIRST

         The Corporation desires to amend and restate its Charter as currently
in effect pursuant to these Articles of Amendment and Restatement. These
Articles of Amendment and Restatement set forth every Charter provision
currently in effect. The current address and the principal offices of the
Corporation, the name and address of the Corporation's current residing agent
and the number of directors of the Corporation and their names are as set forth
herein.

                                     SECOND

         The amendment and restatement of the Corporation's Charter has been
duly advised and approved by a majority of the Board of Directors of the
Corporations and has been approved by the shareholders of the Corporation.

                                      THIRD

         The Charter of the Corporation is hereby amended and as so amended is
restated in its entirety by striking out Articles FIRST through NINTH,
inclusive, and inserting in lieu thereof the following:

         FIRST: The   name  of  the   corporation   (hereinafter   called   the
"corporation") is The Dreyfus Premier Third Century Fund, Inc.

         SECOND:     The  corporation  is formed for the  following  purpose or
purposes:

         (a) to conduct, operate and carry on the business of an investment
             company;

         (b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, purchase on margin, own, hold, pledge, sell, assign, transfer, lend,
write options on, effect short sales of, exchange, distribute or otherwise
dispose of and deal in and with, securities of every nature, kind, character,
type and form, including without limitation of the generality of the foregoing,
all types of stocks, shares, bonds, debentures, obligations, notes, bills and
other negotiable and non-negotiable instruments, evidences of interest,
evidences of indebtedness, certificates of interest, certificates of
participation, certificates of deposit, certificates, interests, evidences of
ownership, guarantees, warrants or options, issued or created by any and all
corporations, associations, trusts, entities or persons, public or private,
whether incorporated, created, established or organized under the laws of the
United States of America, any of the States of the United States of America, or
any territory or district or colony or possession thereof, or under the laws of
any foreign country, and including domestic and foreign government and municipal
securities and obligations, bank acceptances, commercial paper and secured call
loans; to pay for the same in cash or by the issue of stock, including treasury
stock, bonds or notes of the corporation or otherwise; and to exercise any and
all the rights, powers and privileges of ownership or interest in respect of any
and all such securities of every kind and description, including, without
limitation, the right to vote thereon and to consent and otherwise act with
respect thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any said rights, powers and privileges
in respect of any said securities.

         (c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of the
corporation, and to endorse, guarantee or undertake the performance of any
obligation, contract or engagement of any other person, firm, association or
corporation.

         (d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the corporation in fractional
denominations, and to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the corporation any funds or
property of the corporation whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the State of Maryland.

         (e) to conduct its business, promote its purposes and carry on its
operations in any and all of its branches and maintain offices both within and
without the State of Maryland, in any States of the United States of America, in
the District of Columbia and in any other parts of the world; and

         (f) to do all and everything necessary, suitable, convenient, or proper
for the conduct, promotion, and attainment of any of the businesses and purposes
herein specified or which at any time may be incidental thereto or may appear
conducive to or expedient for the accomplishment of any of such businesses and
purposes and which might be engaged in or carried on by a corporation
incorporated or organized under the General Corporation Law of Maryland
(hereinafter sometimes referred to as the "General Corporation Law"), and to
have and exercise all of the powers conferred by the laws of the State of
Maryland upon corporations incorporated or organized under the General
Corporation Law.

         The foregoing provisions of this Article SECOND shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article SECOND, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the corporation shall not conduct any
business, promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.

         THIRD: The post office address, including street and number, if any,
and the city or county of the principal office of the corporation within the
State of Maryland, and of the resident agent of the corporation within the State
of Maryland, is The Corporation Trust Incorporated, 300 East Lombard Street,
Baltimore, Maryland 21202. The words "principal office" and "resident agent" as
used herein shall have the meanings ascribed to them by the General Corporation
Law.

         FOURTH:     (1)  The  total  number  of  shares  of  stock  which  the
corporation  has  authority  to  issue  is one  hundred  fifty  million  shares
(150,000,000  ) of Common  Stock,  all of which are of a par value of one tenth
of one cent ($.001) each.

                     (2) The aggregate par value of all the authorized shares of
stock is one hundred fifty thousand dollars ($150,000.00).

                     (3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum price or the
consideration or minimum consideration for, and to authorize the issuance of,
the shares of stock of the corporation and securities convertible into shares of
stock of the corporation.

                     (4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as the case may be,
any unissued shares of stock of the corporation by setting or changing the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption of the stock.

                     (5) Subject to the power of the Board of Directors to
classify and reclassify unissued shares, the shares of each class of stock of
the corporation shall have the following preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption:

                 (a) (i) All consideration received by the corporation for
the issuance or sale of shares of any class together with all income, earnings,
profits and proceeds thereof, shall irrevocably belong to such class for all
purposes, subject only to the rights of creditors and to the effect of the
conversion of shares of any class of stock into another class of stock of the
corporation, and are herein referred to as "assets belonging to" such class.

                     (ii) The assets  belonging  to such class shall be charged
with the liabilities of the corporation in respect of such class and with such
class's share of the general liabilities of the corporation, in the latter case
in proportion that the net asset value of such class bears to the net asset
value of all classes or in such other manner as may be determined by the Board
of Directors in accordance with law. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, to a class.

                     (iii)Dividends or  distributions  on shares of each class,
whether payable in stock or cash, shall be paid only out of earnings, surplus or
other assets belonging to such class.

                     (iv) In the event of the  liquidation  or  dissolution  of
the corporation, stockholders of each class shall be entitled to receive, as a
class, out of the assets of the corporation available for distribution to
stockholders, the assets belonging to such class and the assets so distributable
to the stockholders of such class shall be distributed among such stockholders
in proportion to the number of shares of such class held by them.

                 (b) A class may be invested with one or more other classes
in a common investment portfolio. Notwithstanding the provisions of paragraph
(5)(a) of this Article FOURTH, if two or more classes are invested in a common
investment portfolio, the shares of each such class of stock of the corporation
shall be subject to the following preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption, and, if there are other classes of stock
invested in a different investment portfolio, shall also be subject to the
provisions of paragraph (5)(a) of this Article FOURTH at the portfolio level as
if the classes invested in the common investment portfolio were one class:

                     (i) The income and expenses of the investment portfolio
shall be allocated among the classes invested in the investment portfolio in
accordance with the number of shares outstanding of each such class or as
otherwise determined by the Board of Directors in accordance with law.

                     (ii) As more fully set forth in this paragraph (5)(b) of
Article FOURTH, the liabilities and expenses of the classes invested in the same
investment portfolio shall be determined separately from those of each other
and, accordingly, the net asset value, the dividends and distributions payable
to holders, and the amounts distributable in the event of liquidation of the
corporation to holders of shares of the corporation's stock may vary from class
to class invested in the same investment portfolio. Except for these differences
and certain other differences set forth in this paragraph (5) of Article FOURTH
or elsewhere in these Articles of Incorporation, the classes invested in the
same investment portfolio shall have the same preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption.

                     (iii) The dividends and distributions of investment income
and capital gains with respect to the classes invested in the same investment
portfolio shall be in such amounts as may be declared from time to time by the
Board of Directors, and such dividends and distributions may vary among the
classes invested in the same investment portfolio to reflect differing
allocations of the expenses of the corporation among the classes and any
resultant differences between the net asset values per share of the classes, to
such extent and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income, realized and unrealized
capital gains and losses, expenses and liabilities of the corporation among the
classes shall be determined by the Board of Directors in a manner that is
consistent with applicable law.

                 (c) Except as set forth below, on each matter submitted to
a vote of the stockholders, each holder of a share of stock shall be entitled to
one vote for each share standing in his name on the books of the corporation
irrespective of the class thereof. All holders of shares of stock shall vote as
a single class except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the Securities and Exchange
Commission, or otherwise, or except with respect to any matter which affects
only one or more classes of stock, in which case only the holders of shares of
the class or classes affected shall be entitled to vote.

                 (d) The proceeds of the redemption of the shares of any
class of stock of the corporation may be reduced by the amount of any contingent
deferred sales charge or other charge (which charges may vary within and among
the classes) payable on such redemption pursuant to the terms of issuance of
such shares, all in accordance with the Investment Company Act of 1940, as
amended, and applicable rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD").

                 (e) At such times as may be determined by the Board of
Directors (or with the authorization of the Board of Directors, by the officers
of the corporation) in accordance with the Investment Company Act of 1940, as
amended, applicable rules and regulations thereunder and applicable rules and
regulations of the NASD and reflected in the corporation's current registration
statement, shares of a particular class of stock of the corporation may be
automatically converted into shares of another class of stock of the corporation
based on the relative net asset values of such classes at the time of
conversion, subject, however, to any conditions of conversion that may be
imposed by the Board of Directors (or with the authorization of the Board of
Directors, by the officers of the corporation) and reflected in the
corporation's current registration statement as aforesaid.

         Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to shares of, and
to the holders of, all classes of stock.

                     (6) Notwithstanding any provisions of the General
Corporation Law requiring a greater proportion than a majority of the votes of
stockholders entitled to be cast in order to take or authorize any action, any
such action may be taken or authorized upon the concurrence of at least a
majority of the aggregate number of votes entitled to be cast thereon.

                     (7) The presence in person or by proxy of the holders of
one-third of the shares of stock of the corporation entitled to vote (without
regard to class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the holders of
one-third of the shares of stock of each class required to vote as a class on
the matter shall constitute a quorum.

                     (8) The corporation may issue shares of its stock in
fractional denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having proportionately to the
respective fractions represented thereby all the rights of whole shares,
including, without limitation, the right to vote, the right to receive dividends
and distributions and the right to participate upon liquidation of the
corporation.

                     (9) All shares of stock of the corporation now or hereafter
authorized shall be "subject to redemption" and "redeemable", in the sense used
in the General Corporation Law authorizing the formation of corporations, at the
redemption or repurchase price for any such shares, determined in the manner set
out in these Articles of Incorporation or in any amendment thereto; provided,
however, that the corporation shall have the right, at its option, to refuse to
redeem the shares of stock at less than the par value thereof. In the absence of
any specification as to the purpose for which shares of stock of the corporation
are redeemed, shares so redeemed shall be deemed to be "purchased for
retirement" in the sense contemplated by the laws of the State of Maryland and
the number of authorized shares of stock of the corporation shall not be reduced
by the number of any shares repurchased by it.

                     (10) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to grant for the purchase of shares of any class of the
corporation or for the purchase of any shares, bonds, securities, or obligations
of the corporation which are convertible into or exchangeable for, or which
carry any rights to subscribe for, purchase, or otherwise acquire shares of any
class of the corporation; and any and all of such shares, bonds, securities or
obligations of the corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations
and associations, and for such lawful consideration, and on such terms, as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder.

         FIFTH: (1) The number of directors of the corporation, until such
number shall be increased or decreased pursuant to the by-laws of the
corporation, is three (3). The number of directors shall never be less than the
number prescribed by the General Corporation Law.

         (2) The names of the persons who currently act as directors of the
corporation and will do so until their respective successors are duly chosen and
qualify are as follows:

           Clifford L. Alexander, Jr.
           Lucy Wilson Benson
           Joseph S. DiMartino

         (3) The power to make, alter, and repeal the by-laws of the corporation
shall be vested exclusively in the Board of Directors of the corporation.

         (4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to: the amount of the assets, debts,
obligations, or liabilities of the corporation or belonging to, or attributable
to any class of shares of the corporation; the amount of any reserves or charges
set up and the propriety thereof; the time of or purpose for creating such
reserves or charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged
or shall be then or thereafter required to be paid or discharged); the value of
any investment or fair value of any other asset of the corporation; the amount
of net investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of the
corporation's stock; the ability to liquidate investments in orderly fashion;
the extent to which it is practicable to deliver a cross-section of the
portfolio of the corporation in payment for any such shares, or as to any other
matters relating to the issue, sale, purchase, redemption and/or other
acquisition or disposition of investments or shares of the corporation, or the
determination of the net asset value of shares of the corporation shall be final
and conclusive, and shall be binding upon the corporation and all holders of its
shares, past, present and future, and shares of the corporation are issued and
sold on the condition and understanding that any and all such determinations
shall be binding as aforesaid.

         SIXTH: (1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the General Corporation Law, no director
or officer of the corporation shall have any liability to the corporation or its
stockholders for money damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of the
corporation whether or not such person is a director or officer at the time of
any proceeding in which liability is asserted.

         (2) The corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors and advancement of expenses to directors is
permitted by the General Corporation Law. The corporation shall indemnify and
advance expenses to its officers to the same extent as its directors and to such
further extent as is consistent with law. The Board of Directors may, through a
by-law, resolution or agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent permitted by the
General Corporation Law.

         (3) No provision of this Article SIXTH shall be effective to protect or
purport to protect any director or officer of the corporation against any
liability to the corporation or its stockholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence and reckless disregard of the duties involved in the conduct of his
or her office.

         (4) References to the General Corporation Law in this Article SIXTH are
to the law as from time to time amended. No amendment to the Articles of
Incorporation of the corporation shall affect any right of any person under this
Article SIXTH based on any event, omission or proceeding prior to such
amendment.

         SEVENTH: Any holder of shares of stock of the corporation shall be
entitled to require the corporation to repurchase and the corporation shall be
obligated to repurchase at the option of such holder all or any part of the
shares of stock of the corporation owned by said holder, at the repurchase
price, pursuant to the method, upon the terms and subject to the conditions
hereinafter set forth:

      (a) Certificates (if issued) for shares of stock shall be presented for
repurchase in proper form for transfer to the corporation or the agent of the
corporation appointed for such purpose and there shall be presented a written
request that the corporation repurchase all or any part of the shares
represented thereby;

      (b) The repurchase price per share shall be the net asset value per share
as determined by the corporation at such time or times as the Board of Directors
of the corporation shall designate in accordance with any provision of the
Investment Company Act of 1940, as amended, any rule or regulation thereunder or
exemption or exception therefrom, or any rule or regulation made or adopted by
any securities association registered under the Securities Exchange Act of 1934.

      (c)  Net  asset  value  per  share  of a class  shall  be  determined  by
dividing:

                (i) The total value of the assets belonging to such class or, in
           the case of a class invested in a common investment portfolio with
           other classes, such class's proportionate share of the total value of
           the assets belonging to the common investment portfolio, such value
           determined as provided in Subsection (d) below less, to the extent
           determined by or pursuant to the direction of the Board of Directors,
           all debts, obligations and liabilities of such class (which debts,
           obligations and liabilities shall include, without limitation of the
           generality of the foregoing, any and all debts, obligations,
           liabilities, or claims, of any and every kind and nature, fixed,
           accrued and otherwise, including the estimated accrued expenses of
           management and supervision, administration and distribution and any
           reserves or charges for any or all of the foregoing, whether for
           taxes, expenses or otherwise) but excluding such class's liability
           upon its shares and its surplus, by

                (ii) The total number of shares of such class outstanding. The
           Board of Directors is empowered, in its absolute discretion, to
           establish other methods for determining such net asset value whenever
           such other methods are deemed by it to be necessary in order to
           enable the corporation to comply with, or are deemed by it to be
           desirable provided they are not inconsistent with, any provision of
           the Investment Company Act of 1940, as amended, or any rule or
           regulation thereunder.

      (d) In determining for the purposes of these Articles of Incorporation the
total value of the assets of the corporation at any time, investments and any
other assets of the corporation shall be valued in such manner as may be
determined from time to time by the Board of Directors.

      (e) Payment of the repurchase price by the corporation may be made either
in cash or in securities or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets at the time owned by the
corporation. The value of any part of such payment to be made in securities or
other assets of the corporation shall be the value employed in determining the
repurchase price. Payment of the repurchase price shall be made on or before the
seventh day following the day on which the shares are properly presented for
repurchase hereunder, except that delivery of any securities included in any
such payment shall be made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may be made, and, except as
postponement of the date of payment may be permissible under the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.

         The corporation, pursuant to resolution of the Board of Directors, may
deduct from the payment made for any shares repurchased a liquidating charge not
in excess of five per cent (5%) of the repurchase price of the shares so
repurchased, and the Board of Directors may alter or suspend any such
liquidating charge from time to time.

      (f) The right of any holder of shares of stock repurchased by the
corporation as provided in this Article SEVENTH to receive dividends or
distributions thereon and all other rights of such holder with respect to such
shares shall terminate at the time as of which the repurchase price of such
shares is determined, except the right of such holder to receive (i) the
repurchase price of such shares from the corporation in accordance with the
provisions hereof, and (ii) any dividend or distribution to which such holder
had previously become entitled as the record holder of such shares on the record
date for such dividend or distribution.

      (g) Repurchase of shares of stock by the corporation is conditional upon
the corporation having funds or property legally available therefor.

      (h) The corporation, either directly or through an agent, may repurchase
its shares, out of funds legally available therefor, upon such terms and
conditions and for such consideration as the Board of Directors shall deem
advisable, by agreement with the owner at a price not exceeding the net asset
value per share as determined by the corporation at such time or times as the
Board of Directors of the corporation shall designate, less a charge not to
exceed five per cent (5%) of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time to time, and take all
other steps deemed necessary or advisable in connection therewith.

      (i) The corporation, pursuant to resolution of the Board of Directors, may
cause the repurchase, upon the terms set forth in such resolution and in
subsections (a) through (g) and subsection (j) of this Article SEVENTH, of
shares of stock owned by stockholders whose shares have an aggregate net asset
value of five hundred dollars or less. The corporation, at its option, pursuant
to resolution of the Board of Directors, also may so cause the redemption of
outstanding shares of stock of any class if the Board of Directors has
determined that it is in the best interests of the corporation and its
stockholders to discontinue issuance of shares of stock of such class.
Notwithstanding any other provision of this Article SEVENTH, if certificates
representing such shares have been issued, the repurchase price need not be paid
by the corporation until such certificates are presented in proper form for
transfer to the corporation or the agent of the corporation appointed for such
purpose; however, the repurchase shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether or not such
presentation has been made.

      (j) The obligations set forth in this Article SEVENTH may be suspended or
postponed as may be permissible under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.

         EIGHTH: From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the General Corporation Law at the time in force may be added or
inserted in the manner and at the time prescribed by said Law, and all rights at
any time conferred upon the stockholders of the corporation by these Articles of
Incorporation are granted subject to the provisions of this Article.

         IN WITNESS WHEREOF, The Dreyfus Third Century Fund, Inc. has caused
these Articles of Amendment and Restatement to be signed in its name and on its
behalf by its Vice President and Assistant Secretary and attested to by its Vice
President, Assistant Treasurer and Assistant Secretary on this day of August 26,
1999; and its Vice President and Assistant Secretary acknowledges that, as to
all matters or facts set forth herein which are required to be verified under
oath, such matters and facts are true in all material respects to the best of
his or her knowledge, information, and belief, and that this statement is made
under the penalties for perjury.

ATTEST:                        THE DREYFUS THIRD CENTURY FUND, INC.



______________________________ By:________________________________
Stephanie D. Pierce            Kathleen K. Morrisey
Vice President, Assistant TreasurerVice President and Assistant Secretary
and Assistant Secretary