EX-99

N-SAR Item 77D-Policies with respect to security investment

At a meeting of the Board of Directors of The Dreyfus Premier Third Century
Fund, Inc. (the "Fund") held on October 20, 2005, the Board approved changes to
the Fund's investment policies, as more particularly described in a Supplement
dated October 21, 2005 to the Fund's Prospectus dated October 1, 2005, which
Supplement was filed on October 21, 2005 with the Securities and Exchange
Commission and is incorporated herein by reference.

EX-99

                        SUB-ITEM 77E - LEGAL PROCEEDINGS

In early 2004, a purported  shareholder  in the Dreyfus  Disciplined  Stock
Fund and a  purported  shareholder  in the Dreyfus S&P 500 Stock Index Fund each
filed similar class action  lawsuits in the United States District Court for the
Western District of Pennsylvania  against Mellon Financial  Corporation,  Mellon
Bank, N.A. (the "Mellon  Defendants"),  The Dreyfus Corporation,  Founders Asset
Management  LLC,  and certain  directors  of Dreyfus  Funds  (together  with the
Dreyfus Founders Funds, the "Funds") and certain John Doe defendants  identified
as directors of other Dreyfus Funds.  (Hays v. Mellon  Financial  Corp., et. al.
and Wortman v. Mellon Financial Corp., et. al.)

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 the Funds between January 30, 1999 and November 17, 2003, and
derivatively on behalf of the Funds. In addition to the defendants mentioned
above, Plaintiffs also named Dreyfus Service Corporation and Premier Mutual Fund
Services, Inc. as defendants. The Amended Complaint in the newly styled In re
Dreyfus Mutual Funds Fee Litigation alleged violations of Sections 34(b), 36(a),
36(b), and 48(a) of the Investment Company Act of 1940 (the "ICA"), Section 215
of the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices
and Consumer Protection Law and common-law claims. More specifically, plaintiffs
claimed, 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 asserted
that economies of scale and soft-dollar benefits were not passed on to the Funds
and that 12b-1 fees were improperly charged to certain of the Funds that were
closed to new investors. Plaintiffs sought to recover allegedly improper and
excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for
marketing and distribution services. The Amended Complaint sought 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.

Defendants filed motions to dismiss the Amended Complaint in whole or
substantial part on November 12, 2004. In a Memorandum Opinion dated September
28, 2005, the Court dismissed all of the claims except for a claim against
Dreyfus under Section 36(b) of the ICA which alleged that Dreyfus had breached a
duty to the Dreyfus funds by charging advisory fees that were excessive, and a
claim under section 48(a) of the ICA against the Mellon Defendants claiming that
they were "controlling persons" responsible for that violation.

Dreyfus and the Mellon Defendants answered the Amended Complaint, denying its
material allegations and asserting certain affirmative defenses. Dreyfus and the
Mellon Defendants have moved for judgment on the pleadings on the remaining
claims on the grounds that, pursuant to the ICA, they should have been brought
derivatively but were improperly brought as class claims. That motion is
pending.