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24F-2NT 1 form24fdptc0357808.htm RULE 24F-2 NOTICE REG. STATEMENT NO. 2-40341 form24fdptc0357808

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2

Read instructions at end of Form before preparing Form. Please print or type.

1. Name and address of issuer:

Dreyfus Premier Third Century Fund, Inc.

(Formerly: Dreyfus Third Century Fund, Inc.)

200 Park Avenue

New York, NY 10166

2.	The name of each series or class of securities for which this Form is filed (If the form is being filed for all series and classes of securities of the issuer, check the box but do not list series or classes): [ X ]

3.	Investment Company Act File Number: 811-2192 Securities Act File Number: 2-40341

4(a).		Last day of fiscal year for which this notice is filed:
		May 31, 2008
4(b).		[ ] Check box if this Form is being filed late (i.e. more than 90 calendar days after
		the end of the issuer’s fiscal year). (See Instruction A.2)
Note:		If the Form is being filed late, interest must be paid on the registration fee due.

4(c).		[ ] Check box if this is the last time the issuer will be filing this Form.

If the response to item 5(i) was determined by deducting an amount of securities that were registered under the Securities Act of 1933 pursuant to rule 24e-2 in effect before October 11, 1997, then report the amount of securities (number of shares or other units) deducted here: -0-. If there is a number of shares or other units that were registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year for which this form is filed that are available for use by the issuer in future fiscal years, then state that number here: -0-.

6.	If the response to item 5(i) was determined by deducting an amount of securities that were registered under the Securities Act of 1933 pursuant to rule 24e-2 in effect before October 11, 1997, then report the amount of securities (number of shares or other units) deducted here: -0-. If there is a number of shares or other units that

were registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year

for which this form is filed that are available for use by the issuer in future fiscal

years, then state that number here: -0-.

9.	Date the registration fee and interest payment was sent to the Commission’s lockbox depository:

SIGNATURES

This report has been signed below by the following person on behalf of the issuer and in the capacity and on the date indicated.

By (Signature and Title)*		/s/ Robert R. Mullery

		Robert R. Mullery
		Vice President and Assistant Secretary

Date: July 9, 2008

* Please print the name and title of the signing officer below the signature.