EX-23

             Report of Independent Registered Public Accounting Firm


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

In planning and performing our audit of the financial  statements of The Dreyfus
Premier Third Century Fund,  Inc. for the year ended May 31, 2005, we considered
its internal control,  including control activities for safeguarding securities,
in order 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 The 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,  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
U.S.  generally  accepted  accounting  principles.  Those  controls  include the
safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent  limitations in internal  control,  error or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future periods is subject to the risk that it may become  inadequate  because of
changes in conditions or that the  effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal  control that might be material  weaknesses  under  standards of the
Public Company  Accounting  Oversight Board (United States). A material weakness
is a condition  in which the design or  operation of one or more of the internal
control  components  does not  reduce  to a  relatively  low level the risk that
misstatements  caused by error 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 and
its operation,  including controls for safeguarding securities, that we consider
to be material weaknesses as defined above as of May 31, 2005.

This report is intended solely for the information and use of management and the
Board of Directors  of The 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

New York, New York
July 8, 2005

EX-99

In early 2004, two purported class and derivative actions were filed against
Mellon Financial Corporation, Mellon Bank, N.A., Dreyfus, Founders Asset
Management LLC, and certain directors of the Dreyfus Funds and the Dreyfus
Founders Funds (together, the Funds) in the United States District Court for the
Western District of Pennsylvania. In September 2004, plaintiffs served a
Consolidated Amended Complaint (the Amended Complaint) on behalf of a purported
class of all persons who acquired interests in any of the Funds between January
30, 1999 and November 17, 2003, and derivatively on behalf of the Funds. The
Amended Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation
also named Dreyfus Service Corporation, Premier Mutual Fund Services, Inc. and
two additional Fund directors as defendants and alleges violations of the
Investment Company Act of 1940, the Investment Advisers Act of 1940, the
Pennsylvania Unfair Trade Practices and Consumer Protection Law and common-law
claims. Plaintiffs seek to recover allegedly improper and excessive Rule 12b-1
and advisory fees allegedly charged to the Funds for marketing and distribution
services. More specifically, plaintiffs claim, among other things, that 12b-1
fees and directed brokerage were improperly used to pay brokers to recommend the
Funds over other funds, and that such payments were not disclosed to investors.
In addition, plaintiffs assert that economies of scale and soft-dollar benefits
were not passed on to the Funds. Plaintiffs further allege that 12b-1 fees were
improperly charged to certain of the Funds that were closed to new investors.
The Amended Complaint seeks compensatory and punitive damages, rescission of the
advisory contracts, and an accounting and restitution of any unlawful fees, as
well as an award of attorneys fees and litigation expenses. As noted, some of
the claims in this litigation are asserted derivatively on behalf of the Funds
that have been named as nominal defendants. With respect to such derivative
claims, no relief is sought against the Funds. Dreyfus believes the allegations
to be totally without merit and intends to defend the action vigorously. In
November 2004, all named defendants moved to dismiss the Amended Complaint in
whole or substantial part. Briefing was completed in May 2005.

Additional lawsuits arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the defendants in the
future. Neither Dreyfus nor the Funds believe that any of the pending actions
will have a material adverse effect on the Funds or Dreyfus ability to perform
its contract with the Funds.