June 20, 1994
                        THE DREYFUS THIRD CENTURY FUND, INC.
              SUPPLEMENT TO PROSPECTUS DATED OCTOBER 1, 1993
          The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."
          The Fund's manager, The Dreyfus Corporation ("Dreyfus"), has
entered into an Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger of Dreyfus with a subsidiary of Mellon Bank
Corporation ("Mellon").
          Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals and
approvals of the stockholders of Dreyfus and of Mellon. The merger is
expected to occur in August 1994, but could occur significantly later.
          As a result of regulatory requirements and the terms of the Merger
Agreement, Dreyfus will seek various approvals from the Fund's shareholders
before completion of the merger. Proxy materials, approved by the Fund's
Board, recently have been mailed to Fund shareholders.
          Among the items to be considered by the Fund's shareholders are:
          1. A proposal to approve a new Management Agreement between the
Fund and Dreyfus; and
          2. A proposal to approve a new Sub-Investment Advisory Agreement
between Dreyfus and NCM Capital Management Group, Inc. to replace the
existing sub-investment advisory agreement between the Fund and Tiffany
Capital Advisors, Inc.
          Under the terms of the proposed new Management Agreement and
Sub-Investment Advisory Agreement, Dreyfus is required to manage the
Fund's portfolio of investments in accordance with its stated policies,
subject to the approval of the Fund's Board, while NCM Capital Management
Group, Inc.  will provide day-to-day portfolio management subject to Dreyfus'
supervision.  The
                               (CONTINUED ON REVERSE SIDE)
proposed aggregate annual fee under the new agreements will be the same
as that previously paid by the Fund.
              ________________________________________________

          The following information supplements and supersedes information
contained in the section in the Fund's Prospectus entitled "Redemption of
Fund Shares -- Redemption by Wire or Telephone" and describes a new
telephone redemption privilege.
WIRE REDEMPTION PRIVILEGE - An investor may request by wire or
telephone that redemption proceeds (minimum $1,000) be wired to the investor's
account at a bank which is a member of the Federal Reserve System, or a
correspondent bank if the investor's bank is not a member. An investor may
direct that redemption proceeds be paid by check (maximum $150,000 per day)
made out to the owners of record and mailed to the investor's address.
Redemption proceeds of less than $1,000 will be paid automatically by check.
Holders of jointly registered Fund or bank accounts may have redemption
proceeds of only up to $250,000 wired within any 30-day period. The Fund
reserves the right to refuse any redemption request, including requests
made shortly after a change of address, and may limit the amount involved or
the number of such requests.
TELEPHONE REDEMPTION PRIVILEGE -- An investor may redeem Fund shares
(maximum $150,000 per day) by telephone if the investor has checked the
appropriate box on the Fund's Account Application or has filed a Shareholder
Services Form with the Transfer Agent. The redemption proceeds will be paid by
check and mailed to the investor's address. An investor may telephone redemption
instructions by calling 1-800-221-4060 or, if the investor is calling from
overseas, call 1-401-455-3306. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after a change
of address, and may limit the amount involved or the number of telephone
redemption requests. This Privilege may be modified or terminated at any
time by the Transfer Agent or the Fund. Shares held under Keogh Plans, IRAs or
other retirement plans, and shares for which certificates have been
issued, are not eligible for this Privilege.
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