485B24E

                                                                Page 1 of 7

                     FILE NOS. 2-40341 AND 811-2192




                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[ X ]

                        Pre-Effective Amendment No.                 [   ]
   

                    Post-Effective Amendment No.  41                [ X ]
    


                                  and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [ X ]
   

                           Amendment No.  41                        [ X ]
    


                  (Check appropriate box or boxes)

                THE DREYFUS THIRD CENTURY FUND, INC.
         (Exact Name of Registrant as Specified in Charter)

c/o The Dreyfus Corporation
200 Park Avenue, New York, New York  10166
(Address of Principal Executive Offices)  (Zip Code)

Registrant's Telephone Number, including Area Code:  (212) 922-6020

                          Daniel C. Maclean, Esq.
                              200 Park Avenue
                         New York, New York  10166
                 (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)
   

__X__ immediately upon filing pursuant to paragraph (b)

_____ on ____________ pursuant to paragraph (b)

_____ 60 days after filing pursuant to paragraph (a) (i)

_____ on (date) pursuant to paragraph (a) (i)

_____ 75 days after filing pursuant to paragraph (a) (ii)

_____ on (date) pursuant to paragraph (a) (ii) of Rule 485
    

   

Registrant has registered an indefinite number of shares of its Common Stock
under the Securities Act of 1933 pursuant to Sec. 24(f) of the Investment
Company Act of 1940.  Registrant's Rule 24f-2 Notice for the fiscal year ended
May 31, 1995 was filed July 19, 1995.
    

                                                                    Page  2

                             REGISTRATION STATEMENT NOS. 2-40341 AND 811-2192

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

For Registration under the Securities Act of 1933 of Securities of Open-End
Management Investment Companies registered on Form N-1A.

A.     Exact name of Company specified in Charter:

       THE DREYFUS THIRD CENTURY FUND, INC.

B.     Complete address of Company's principal executive offices:

       c/o The Dreyfus Corporation, 200 Park Avenue, New York, NY  10166

C.     Name and complete address of agent for service:

       Daniel C. Maclean, Esq., The Dreyfus Corporation
       200 Park Avenue, New York, NY  10166

D.     Title and amount of Securities being registered (number of shares or
       other units):
   

          8,105,993 Shares                                (See Note Below)
    

E.     Proposed aggregate offering price to the public of the securities being
       registered:
   

       $290,003                        (Determined on the basis of the closing
                                       price on November 17, 1995 i.e. $8.69
                                       per share (See Note Below))
    

F.     Amount of filing fee, computed at one twenty-ninth of one percent of
       the proposed maximum aggregate offering price to the public:
   

       $100                            (See Note Below)
    

G.     Appropriate date of proposed public offering:

       As soon as practicable after the effective date of this
       Registration Statement, and thereafter from day to day

NOTE:  Shares to be registered pursuant to Rule 24e-2
   

                                                                   Aggregate
                                                                Offering Price

       Total Shares Registered:           8,105,993 X $8.69 =    $70,441,079

       Less Adjustment for Shares
       Redeemed in excess of Shares
       Sold during Fiscal Year
       ended May 31, 1995:                8,072,621 X $8.69 =    $70,151,076
                                                                 $   290,003


       Fee at 1/29 of 1%                                         $       100
    


                                                                  Page 3





                   CONSENT OF FULBRIGHT & JAWORSKI L.L.P.




    The Consent of Fulbright & Jaworski L.L.P., counsel to the Registrant, has
been included in their Opinion filed as Exhibit 10 to this Amendment to the
Registration Statement.

                                                                      Page 4
                               SIGNATURES
   

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 6th day of December, 1995.
    


                             THE DREYFUS THIRD CENTURY FUND, INC.

                            BY:   /s/ Marie E. Connolly*
                                MARIE E. CONNOLLY, PRESIDENT

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.

        SIGNATURE                      TITLE


/s/ Marie E. Connolly*            President and Treasurer
Marie E. Connolly                  (Principal Executive, Financial
                                    and Accounting Officer)


/s/ Joseph S. DiMartino*          Chairman of the Board
Joseph S. DiMartino


/s/ Clifford L. Alexander, Jr.*   Director
Clifford L. Alexander, Jr.


/s/ Lucy Wilson Benson*           Director
Lucy Wilson Benson


/s/ Peter C. Goldmark, Jr.*       Director
Peter C. Goldmark, Jr.


/s/ Josie Cruz Natori*            Director
Josie Cruz Natori


   


*BY: /s/ Eric B. Fischman
     Eric B. Fischman, Attorney-in-Fact
    

EX-27

 

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