EX-99

Report of Independent Auditors


To the Shareholders and Board of Directors of
Dreyfus Premier Third Century Fund, Inc.

In planning and performing our audit of the financial statements of
Dreyfus Premier Third Century Fund, Inc., for the year ended May
31, 2003, we considered its internal control, including control
activities for safeguarding securities, to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form N-
SAR, not to provide assurance on internal control.

The management of Dreyfus Premier Third Century Fund, Inc. is
responsible for establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of controls. Generally, internal controls that are relevant
to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with accounting principles generally
accepted in the United States. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or
disposition.

Because of inherent limitations in internal control, misstatements
due to errors or fraud may occur and not be detected. Also,
projections of any evaluation of internal control to future periods
are subject to the risk that it may become inadequate because of
changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute of
Certified Public Accountants. A material weakness is a condition in
which the design or operation of one or more of the specific
internal control components does not reduce to a relatively low
level the risk that errors or fraud in amounts that would be
material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in
the normal course of performing their assigned functions. However,
we noted no matters involving internal control, including control
activities for safeguarding securities, and its operation that we
consider to be material weaknesses as defined above as of May 31,
2003.

This report is intended solely for the information and use of the
Board of Directors and management of Dreyfus Premier Third Century
Fund, Inc., and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.



                                   ERNST & YOUNG LLP

July 8, 2003

EX-99.77C VOTES

Sub-Item 77C-Submission of Matters to a Vote of Security
Holders


     A Special Meeting of Shareholders of The Dreyfus
Premier Third Century Fund, Inc. (the "Fund") was held on
December 18, 2002.  Out of a total of 91,136,340.718 shares
entitled to vote at the Meeting, a total of 50,272,031.328
shares were represented at the Meeting, in person or by
proxy.  Each of the following resolutions, as contained in
the Combined Proxy Statement dated October 25, 2002 for the
Fund and certain other funds in the Dreyfus Family of Funds,
was duly offered for vote by ballot and was approved by vote
of the holders of the Fund's outstanding shares as follows:

     RESOLVED, that the Fund change certain of its
     fundamental policies and investment
     restrictions to permit participation in a
     portfolio securities lending program, as
     described in the combined proxy statement
     attached to the notice of this meeting.

                                             No. of Shares Not
Affirmative Votes   Negative Votes      Votes Abstained     Voted
on this Proposal
 39,060,894.553     6,073,988.626       2,456,793.149
2,680,355.00


     RESOLVED, that the Fund change certain of its
     fundamental policies and investment
     restrictions to permit investment in other
     investment companies, as described in the
     combined proxy statement attached to the
     notice of this meeting.

                                             No. of shares Not
Affirmative Votes   Negative Votes      Votes Abstained     Voted
on this Proposal
38,809,855.316 6,420,308.388       2,361,512.624
2,680,355.00


     Further, each of the following named persons received
the number of votes at the Meeting, in person or by proxy,
set forth opposite their respective names as nominees for
election as Board members and were elected to the Fund's
Board in addition to the Fund's current Board members,
Joseph S. DiMartino, Lucy Wilson Benson and Clifford L.
Alexander, to serve until their successors are elected and
qualified:

Nominees                                     Affirmative
                                        Votes     Votes
                                        Cast to Withhold
                                        Authority
David W. Burke      47,177,849.556 3,094,181.772
Whitney I. Gerard        47,169,237.586 3,102,793.742
Arthur A. Hartman        47,057,183.558 3,214,847.770
George L. Perry          47,156,776.377 3,115,254.951

     The changes to the Fund's policies and investment
restrictions referenced in the foregoing resolutions are
more particularly described as follows:

     Investment Companies.  The Fund may invest in
securities issued by other investment companies.  Under the
Investment Company Act of 1940, as amended (the "1940 Act"),
the Fund's investment in such securities, subject to certain
exceptions, currently is limited to (i) 3% of the total
voting stock of any one investment company, (ii) 5% of the
Fund's total assets with respect to any one investment
company and (iii) 10% of the Fund's total assets in the
aggregate.  Investments in the securities of other
investment companies may involve duplication of advisory
fees and certain other expenses.  The Fund also may invest
its uninvested cash reserves or cash it receives as
collateral from borrowers of its portfolio securities in
connection with the Fund's securities lending program, in
shares of one or more money market funds advised by the
Fund's investment adviser, The Dreyfus Corporation
("Dreyfus").  Such investments will not be subject to the
limitations described above, except that the Fund's
aggregate investment of uninvested cash reserves in such
money market funds may not exceed 25% of its total assets.

     Lending Portfolio Securities.  The Fund may lend
securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to
complete certain transactions.  In connection with such
loans, the Fund remains the owner of the loaned securities
and continues to be entitled to payments in amounts equal to
the interest, dividends or other distributions payable on
the loaned securities.  The Fund also has the right to
terminate a loan at any time.  The Fund may call the loan to
vote proxies if a material issue affecting the Fund's
investment is to be voted upon.  Loans of portfolio
securities may not exceed 33-1/3% of the value of the Fund's
total assets (including the value of all assets received as
collateral for the loan).  The Fund will receive collateral
consisting of cash, U.S. Government securities or
irrevocable letters of credit which will be maintained at
all times in an amount equal to at least 100% of the current
market value of the loaned securities.  If the collateral
consists of a letter of credit or securities, the borrower
will pay the Fund a loan premium fee.  If the collateral
consists of cash, the Fund will reinvest the cash and pay
the borrower a pre-negotiated fee or "rebate" from any
return earned on the investment.  The Fund may participate
in a securities lending program operated by Mellon Bank,
N.A., as lending agent (the "Lending Agent").  The Lending
Agent will receive a percentage of the total earnings of the
Fund derived from lending its portfolio securities.  Should
the borrower of the securities fail financially, the Fund
may experience delays in recovering the loaned securities or
exercising its rights in the collateral.  Loans are made
only to borrowers that are deemed by Dreyfus to be of good
financial standing.  In a loan transaction, the Fund will
also bear the risk of any decline in value of securities
acquired with cash collateral.  The Fund will minimize this
risk by limiting the investment of cash collateral to money
market funds advised by Dreyfus, repurchase agreements or
other high quality instruments with short maturities.

     Investment Restrictions.  Investment Restriction Nos. 5
and 9 in the Fund's Statement of Additional Information
dated October 1, 2002 now read as follows:

          The Fund may not:

          5.   Purchase securities of other
          investment companies, except to the
          extent permitted under the 1940 Act.

          9.   Lend any securities or make loans
          to others, except to the extent
          permitted under the 1940 Act (which
          currently limits such loans to no more
          than 33-1/3% of the value of the Fund's
          total assets) or as otherwise permitted
          by the Securities and Exchange
          Commission.  For purposes of this
          Investment Restriction, the purchase of
          debt obligations (including acquisitions
          of loans, loan participations or other
          forms of debt instruments) and the entry
          into repurchase agreements shall not
          constitute loans by the Fund.  Any loans
          of portfolio securities will be made
          according to guidelines established by
          the Securities and Exchange Commission
          and the Fund's Board.

     Investment Restriction No. 5 is now a non-fundamental
policy which may be changed by the Fund's Board members at
any time without shareholder approval.  The Fund and Dreyfus
have received an exemptive order from the Securities and
Exchange Commission which, among other things, permits the
Fund to use cash collateral received in connection with
lending the Fund's securities and other uninvested cash to
purchase shares of one or more registered money market funds
advised by Dreyfus in excess of limitations imposed by the
1940 Act.