lp1035.htm - Generated by SEC Publisher for SEC Filing

File No. 2-40341

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. 62 [X]

and/or

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

Amendment No. 62 [X]

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) 922-6000

Michael A. Rosenberg, 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 immediately upon filing pursuant to Rule 462(d).

Explanatory Note

This Post-Effective Amendment consists of the following:

Facing sheet of the Registration Statement.
Part C to the Registration Statement (including signature page).
Exhibit (n) to Item 28 to the Registration Statement.

This Post-Effective Amendment is being filed solely to file a revised Rule 18f-3 Plan as Exhibit (n) to Item 28 to this Registration Statement on Form N-1A.

Parts A and B of The Dreyfus Third Century Fund, Inc. were filed with Post-Effective Amendment No. 61 to the Registration Statement on Form N-1A filed on September 24, 2010 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and are incorporated by reference herein.

THE DREYFUS THIRD CENTURY FUND, INC.

PART C. OTHER INFORMATION

________________________________

Item 28. Exhibits

_______ __________

(a)(1) Registrant's Articles of Incorporation in the State of Maryland are incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 21 to the Registration Statement on Form N‑1A, filed on July 30, 1982.

(a)(2) Articles of Amendment and Restatement are incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 48 to the Registration Statement on Form N‑1A, filed on September 25, 2000 (“Post-Effective Amendment No. 48”).

(b) Registrant's By‑Laws are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 55 to the Registration Statement on Form N‑1A, filed on August 23, 2006.

(d) Management Agreement is incorporated by reference to Exhibit 5(a) of Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A, filed on September 16, 1994.

(e)(1) Form of Distribution Agreement is incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 61 to the Registration Statement on Form N-1A, filed on September 24, 2010 ("Post-Effective Amendment No. 61").

(e)(2) Forms of Service Agreement is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 57 to the Registration Statement on Form N-1A, filed on September 26, 2007 (“Post-Effective Amendment No. 57”).

(e)(3) Form of Supplemental Service Agreement is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 57.

(f) The documents making up model plans in the establishment of retirement plans in conjunction with which Registrant offers its securities is incorporated by reference to Exhibit (14) of Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A, filed on August 24, 1979.

(g) Mutual Fund Custody and Services Agreement is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on September 25, 2002.

(h)(1) Shareholder Services Plan is incorporated by reference to Exhibit (h) of Post-Effective Amendment No. 48.

(h)(2) Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A, filed on September 25, 2008 (“Post-Effective Amendment No. 59”).

(i) Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (3) of Post-Effective Amendment No. 1 to the Registration Statement on Form S-5, filed on March 29, 1972.

______________

* Filed herewith.

C-1

(j) Consent of Independent Registered Public Accounting Firm is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 61 to the Registration Statement on Form N-1A, filed on September 24, 2010.

(m) Rule 12b-1 Distribution Plans are incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A, filed on September 27, 2007.

(n) Rule 18f-3 Plan.*

(p)(1) Code of Ethics adopted by Registrant is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 59.

(p)(2) Code of Ethics for the Non-for the Non-management Board Members of The Dreyfus Family of Funds is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 61.

Other Exhibits

______________

(a) Power of Attorney is incorporated by reference to Other Exhibit (a) of Post-Effective Amendment No. 61.

(b) Certificate of Assistant Secretary is incorporated by reference to Other Exhibit (b) of Post-Effective Amendment No. 61.

Item 29. Persons Controlled by or under Common Control with Registrant.

_______ _______________________________________________________

Not Applicable

Item 30. Indemnification

_______ _______________

The Registrant's charter documents set forth the circumstances under which indemnification shall be provided to any past or present Board member or officer of the Registrant. The Registrant also has entered into a separate agreement with each of its Board members that describes the conditions and manner in which the Registrant indemnifies each of its Board members against all liabilities incurred by them (including attorneys' fees and other litigation expenses, settlements, fines and penalties), or which may be threatened against them, as a result of being or having been a Board member of the Registrant. These indemnification provisions are subject to applicable state law and to the limitation under the Investment Company Act of 1940, as amended, that no board member or officer of a fund may be protected against liability for willful misfeasance, bad faith, gross negligence or reckless disregard for the duties of his or her office. Reference is hereby made to the following:

Article VII of the Registrant's Articles of Incorporation and any amendments thereto, Article VIII of Registrant's Amended and Restated Bylaws, Section 2-418 of the Maryland General Corporation Law and Section 1.11 of the Distribution Agreement.

Item 31. Business and Other Connections of Investment Adviser.

_______ ____________________________________________________

The Dreyfus Corporation (“Dreyfus”) and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of other investment companies sponsored by Dreyfus and other investment companies for which Dreyfus acts as an investment adviser, sub-investment adviser or administrator. Dreyfus Investment Advisors, Inc., another wholly-owned subsidiary, provides investment management services to various pension plans, institutions and individuals.

______________

* Filed herewith.

C-2

______________

* Filed herewith.

C-3

Item 31. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser

Name and Position With Dreyfus	Other Businesses	Position Held	Dates

Jonathan Baum Chief Executive Officer and Chair of the Board	MBSC Securities Corporation⁺⁺	Chief Executive Officer Chairman of the Board	3/08 - Present 3/08 - Present

J. Charles Cardona President and Director	MBSC Securities Corporation⁺⁺	Director Executive Vice President	6/07 – Present 6/07 - Present

	Universal Liquidity Funds plc+	Director	4/06 - Present

Diane P. Durnin Vice Chair and Director	None

Robert G. Capone Director	MBSC Securities Corporation⁺⁺	Executive Vice President Director	4/07 - Present 4/07 - Present
	The Bank of New York Mellon*****	Vice President	2/06 - Present

Mitchell E. Harris Director	Standish Mellon Asset Management Company LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Chairman Chief Executive Officer Member, Board of Managers	2/05 – Present 8/04 – Present 10/04 - Present

	Alcentra NY, LLC⁺⁺	Manager	1/08 - Present

	Alcentra US, Inc.⁺⁺	Director	1/08 - Present

	Alcentra, Inc.⁺⁺	Director	1/08 - Present

	BNY Alcentra Group Holdings, Inc.	Director	10/07 - Present

	Pareto New York LLC⁺⁺	Manager	11/07 - Present

	Standish Ventures LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	President Manager	12/05 - Present 12/05 - Present

	Palomar Management London, England	Director	12/97 - Present

	Palomar Management Holdings Limited London, England	Director	12/97 - Present

	Pareto Investment Management Limited London, England	Director	9/04 - Present

Jeffrey D. Landau Executive Vice President and Director	The Bank of New York Mellon⁺	Executive Vice President	4/07 - Present
	Allomon Corporation⁺	Treasurer	12/07 - Present

	APT Holdings Corporation⁺	Treasurer	12/07 - Present

	BNY Mellon, N.A.⁺	Treasurer	7/07 - 0/10

	Mellon Funding Corporation⁺The Bank of New York Mellon Corporation⁺	Treasurer Treasurer	12/07 - 12/09 7/07 - 01/10

Cyrus Taraporevala Director	Urdang Capital Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present

	Urdang Securities Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present

	The Boston Company Asset Management NY, LLC^*	Manager	08/06 - Present

	The Boston Company Asset Management LLC^*	Manager	01/08 - Present

	BNY Mellon, National Association⁺	Senior Vice President	07/06 - Present

	The Bank of New York Mellon^*****	Senior Vice President	07/06 - Present

Scott E. Wennerholm Director	Mellon Capital Management Corporation^***	Director	10/05 - Present

	Newton Management Limited London, England	Director	1/06 - Present

	Gannett Welsh & Kotler LLC	Manager	11/07 - Present
	222 Berkley Street Boston, MA 02116	Administrator	11/07 - Present

	BNY Alcentra Group Holdings, Inc.⁺⁺	Director	10/07 - Present

	Ivy Asset Management Corp. One Jericho Plaza Jericho, NY 11753	Director	12/07 - Present

	Urdang Capital Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present

	Urdang Securities Management, Inc. 630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462	Director	10/07 - Present

	EACM Advisors LLC 200 Connecticut Avenue Norwalk, CT 06854-1940	Manager	6/04 - Present

	Franklin Portfolio Associates LLC^*	Manager	1/06 - Present

	The Boston Company Asset Management NY, LLC*	Manager	10/07 - Present

	The Boston Company Asset Management LLC*	Manager	10/05 - Present

	Pareto Investment Management Limited London, England	Director	3/06 - Present

	Standish Mellon Asset Management Company, LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Member, Board of Managers	10/05 - Present

	The Boston Company Holding, LLC^*	Member, Board of Managers	4/06 - Present

	The Bank of New York Mellon ^*****	Senior Vice President	7/08 - Present

	BNY Mellon, National Association ⁺	Senior Vice President	7/08 - Present

	Mellon Bank, N.A.⁺	Senior Vice President	10/05 - 6/08

	Mellon Trust of New England, N. A.^*	Director Senior Vice President	4/06 - 6/08 10/05 - 6/08

	MAM (DE) Trust⁺⁺⁺⁺⁺	Member of Board of Trustees	1/07 - Present

	MAM (MA) Holding Trust⁺⁺⁺⁺⁺	Member of Board of Trustees	1/07 - Present

Bradley J. Skapyak Chief Operating Officer and Director	MBSC Securities Corporation⁺⁺	Executive Vice President	6/07 - Present
	The Bank of New York Mellon^****	Senior Vice President	4/07 - Present

	The Dreyfus Family of Funds⁺⁺	President	1/10 - Present

	Dreyfus Transfer, Inc.⁺⁺	Chairman Director Senior Vice President	5/11 - Present 5/10 - Present 5/10 - 5/11

Dwight Jacobsen Executive Vice President and Director	None

Patrice M. Kozlowski Senior Vice President – Corporate Communications	None

Gary Pierce Controller	The Bank of New York Mellon ^*****	Vice President	7/08 - Present

	BNY Mellon, National Association ⁺	Vice President	7/08 - Present

	The Dreyfus Trust Company⁺⁺⁺	Chief Financial Officer Treasurer	7/05 - 6/08 7/05 - 6/08

	Laurel Capital Advisors, LLP⁺	Chief Financial Officer	5/07 - Present

	MBSC Securities Corporation⁺⁺	Director Chief Financial Officer	6/07 – Present 6/07 - Present

	Founders Asset Management, LLC****	Assistant Treasurer	7/06 - 12/09
	Dreyfus Consumer Credit Corporation⁺⁺	Treasurer	7/05 - 08/10

	Dreyfus Transfer, Inc. ⁺⁺	Chief Financial Officer Treasurer	7/05 - Present 5/11- Present

	Dreyfus Service Organization, Inc.⁺⁺	Treasurer	7/05 – Present
	Seven Six Seven Agency, Inc.⁺⁺	Treasurer	4/99 - Present

Joseph W. Connolly Chief Compliance Officer	The Dreyfus Family of Funds⁺⁺	Chief Compliance Officer	10/04 - Present
	Laurel Capital Advisors, LLP⁺	Chief Compliance Officer	4/05 - Present
	BNY Mellon Funds Trust⁺⁺	Chief Compliance Officer	10/04 - Present
	MBSC Securities Corporation⁺⁺	Chief Compliance Officer	6/07 – Present

Gary E. Abbs Vice President – Tax	The Bank of New York Mellon⁺	First Vice President and Manager of Tax Compliance	12/96 - Present

	Dreyfus Service Organization⁺⁺	Vice President – Tax	01/09 - Present

	Dreyfus Consumer Credit Corporation⁺⁺	Chairman President	01/09 – 08/10 01/09 – 08/10

	MBSC Securities Corporation⁺⁺	Vice President – Tax	01/09 - Present

Jill Gill Vice President – Human Resources	MBSC Securities Corporation⁺⁺	Vice President	6/07 – Present
	The Bank of New York Mellon ^*****	Vice President	7/08 – Present

	BNY Mellon, National Association ⁺	Vice President	7/08 - Present

	Mellon Bank N.A. ⁺	Vice President	10/06 – 6/08

Joanne S. Huber Vice President – Tax	The Bank of New York Mellon⁺	State & Local Compliance Manager	07/1/07 - Present

	Dreyfus Service Organization⁺⁺	Vice President – Tax	01/09 – Present

	Dreyfus Consumer Credit Corporation⁺⁺	Vice President – Tax	01/09 – 08/10

	MBSC Securities Corporation⁺⁺	Vice President – Tax	01/09 – Present

Anthony Mayo Vice President – Information Systems	None

John E. Lane Vice President	A P Colorado, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present
	A P East, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	A P Management, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	A P Properties, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present
	Allomon Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	AP Residential Realty, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	AP Wheels, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	BNY Mellon, National Association ⁺	Vice President – Real Estate and Leases	7/08 - Present
	Citmelex Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	Eagle Investment Systems LLC 65 LaSalle Road West Hartford, CT 06107	Vice President– Real Estate and Leases	8/07 - Present
	East Properties Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	FSFC, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	Holiday Properties, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	MBC Investments Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	MBSC Securities Corporation⁺⁺	Vice President– Real Estate and Leases	8/07 - Present
	MELDEL Leasing Corporation Number 2, Inc.⁺	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Bank Community Development Corporation⁺	Vice President– Real Estate and Leases	11/07 - Present
	Mellon Capital Management Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #1⁺	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #4⁺	Vice President – Real Estate and Leases	7/07 - Present
	Mellon Funding Corporation⁺	Vice President– Real Estate and Leases	12/07 - Present
	Mellon Holdings, LLC⁺	Vice President– Real Estate and Leases	12/07 - Present
	Mellon International Leasing Company⁺	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Leasing Corporation⁺	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Securities Trust Company⁺	Vice President– Real Estate and Leases	8/07 - 7/08
	Mellon Trust Company of Illinois⁺	Vice President– Real Estate and Leases	8/07 - 07/08
	Mellon Trust Company of New England, N.A.⁺	Vice President– Real Estate and Leases	8/07 - 6/08
	Mellon Trust Company of New York LLC⁺⁺	Vice President– Real Estate and Leases	8/07 - 6/08
	Mellon Ventures, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	Melnamor Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	MFS Leasing Corp.⁺	Vice President– Real Estate and Leases	7/07 - Present
	MMIP, LLC⁺	Vice President– Real Estate and Leases	8/07 - Present
	Pareto New York LLC⁺⁺	Vice President– Real Estate and Leases	10/07 - Present
	Pontus, Inc.⁺	Vice President– Real Estate and Leases	7/07 - Present
	Promenade, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	RECR, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	Technology Services Group, Inc.*****	Senior Vice President	6/06 - Present

	Tennesee Processing Center LLC*****	Managing Director	5/08 - Present

	Texas AP, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	The Bank of New York Mellon*****	Vice President – Real Estate and Leases	7/08 - Present
	The Bank of New York Mellon Corporation*****	Executive Vice President	8/07 - Present

	Trilem, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
Jeanne M. Login Vice President	A P Colorado, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	A P East, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	A P Management, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	A P Properties, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present
	Allomon Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	AP Residential Realty, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	AP Wheels, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	APT Holdings Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	BNY Investment Management Services LLC⁺⁺⁺⁺	Vice President– Real Estate and Leases	1/01 - Present
	BNY Mellon, National Association ⁺	Vice President – Real Estate and Leases	7/08 - Present
	Citmelex Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	Eagle Investment Systems LLC⁺	Vice President– Real Estate and Leases	8/07 - Present
	East Properties Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	FSFC, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	Holiday Properties, Inc.⁺	Vice President– Real Estate and Leases	8/07 - Present
	MBC Investments Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	MBSC Securities Corporation⁺⁺	Vice President– Real Estate and Leases	8/07 - Present
	MELDEL Leasing Corporation Number 2, Inc.⁺	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Bank Community Development Corporation⁺	Vice President – Real Estate and Leases	11/07 - Present
	Mellon Capital Management Corporation⁺	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #1⁺	Vice President– Real Estate and Leases	8/07 - Present
	Mellon Financial Services Corporation #4⁺	Vice President – Real Estate and Leases	7/07 - Present
	Mellon Funding Corporation⁺	Vice President – Real Estate and Leases	12/07 - Present
	Mellon Holdings LLC⁺	Vice President – Real Estate and Leases	12/07 - Present
	Mellon International Leasing Company⁺	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Leasing Corporation⁺	Vice President– Real Estate and Leases	7/07 - Present
	Mellon Securities Trust Company⁺	Vice President – Real Estate and Leases	8/07 - 7/08
	Mellon Trust of New England, N.A. ^*	Vice President – Real Estate and Leases	8/07 - 6/08
	Mellon Trust Company of Illinois⁺	Vice President– Real Estate and Leases	8/07 - 7/08
	MFS Leasing Corp.⁺	Vice President– Real Estate and Leases	7/07 - Present
	MMIP, LLC⁺	Vice President– Real Estate and Leases	8/07 - Present
	Pontus, Inc.⁺	Vice President– Real Estate and Leases	7/07 - Present
	Promenade, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present
	RECR, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present
	Tennesee Processing Center LLC*****	Managing Director	5/08 - Present

	Texas AP, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present
	The Bank of New York Mellon*****	Vice President – Real Estate and Leases	7/08 - Present
	Trilem, Inc.⁺	Vice President – Real Estate and Leases	8/07 - Present

James Bitetto Secretary	The Dreyfus Family of Funds⁺⁺	Vice President and Assistant Secretary	8/05 - Present

	MBSC Securities Corporation⁺⁺	Assistant Secretary	6/07 - Present

	Dreyfus Service Organization, Inc.⁺⁺	Secretary	8/05 - Present

	The Dreyfus Consumer Credit Corporation⁺⁺	Vice President	2/02 - 08/10

	Founders Asset Management LLC****	Assistant Secretary	3/09 - 12/09

^*	The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
^**	The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
^***	The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104.
^****	The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206.
^*****	The address of the business so indicated is One Wall Street, New York, New York 10286.
⁺	The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
⁺⁺	The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
⁺⁺⁺	The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
⁺⁺⁺⁺	The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711.
⁺⁺⁺⁺⁺	The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804.

Item 32. Principal Underwriters
(a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:
	1.	Advantage Funds, Inc.
	2.	BNY Mellon Funds Trust
	3.	CitizensSelect Funds
	4.	Dreyfus Appreciation Fund, Inc.
	5.	Dreyfus BASIC Money Market Fund, Inc.
	6.	Dreyfus BASIC U.S. Government Money Market Fund
	7.	Dreyfus BASIC U.S. Mortgage Securities Fund
	8.	Dreyfus Bond Funds, Inc.
	9.	Dreyfus Cash Management
	10.	Dreyfus Cash Management Plus, Inc.
	11.	Dreyfus Connecticut Municipal Money Market Fund, Inc.
	12.	Dreyfus Dynamic Alternatives Fund, Inc.
	13.	Dreyfus Funds, Inc.
	14.	The Dreyfus Fund Incorporated
	15.	Dreyfus Government Cash Management Funds
	16.	Dreyfus Growth and Income Fund, Inc.
	17.	Dreyfus Index Funds, Inc.
	18.	Dreyfus Institutional Cash Advantage Funds
	19.	Dreyfus Institutional Preferred Money Market Funds
	20.	Dreyfus Institutional Reserves Funds
	21.	Dreyfus Intermediate Municipal Bond Fund, Inc.
	22.	Dreyfus International Funds, Inc.
	23.	Dreyfus Investment Funds
	24.	Dreyfus Investment Grade Funds, Inc.
	25.	Dreyfus Investment Portfolios
	26.	The Dreyfus/Laurel Funds, Inc.
	27.	The Dreyfus/Laurel Funds Trust
	28.	The Dreyfus/Laurel Tax-Free Municipal Funds
	29.	Dreyfus LifeTime Portfolios, Inc.
	30.	Dreyfus Liquid Assets, Inc.
	31.	Dreyfus Manager Funds I
	32.	Dreyfus Manager Funds II
	33.	Dreyfus Massachusetts Municipal Money Market Fund
	34.	Dreyfus Midcap Index Fund, Inc.
	35.	Dreyfus Money Market Instruments, Inc.
	36.	Dreyfus Municipal Bond Opportunity Fund
	37.	Dreyfus Municipal Cash Management Plus
	38.	Dreyfus Municipal Funds, Inc.
	39.	Dreyfus Municipal Money Market Fund, Inc.
	40.	Dreyfus New Jersey Municipal Bond Fund, Inc.
	41.	Dreyfus New Jersey Municipal Money Market Fund, Inc.
	42.	Dreyfus New York AMT-Free Municipal Bond Fund
	43.	Dreyfus New York AMT-Free Municipal Money Market Fund
	44.	Dreyfus New York Municipal Cash Management
	45.	Dreyfus New York Tax Exempt Bond Fund, Inc.
	46.	Dreyfus Opportunity Funds
	47.	Dreyfus Pennsylvania Municipal Money Market Fund
	48.	Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.
	49.	Dreyfus Premier GNMA Fund, Inc.
	50.	Dreyfus Premier Investment Funds, Inc.
	51.	Dreyfus Premier Short-Intermediate Municipal Bond Fund
	52.	Dreyfus Premier Worldwide Growth Fund, Inc.
	53.	Dreyfus Research Growth Fund, Inc.
	54.	Dreyfus State Municipal Bond Funds
	55.	Dreyfus Stock Funds
	56.	Dreyfus Short-Intermediate Government Fund
	57.	The Dreyfus Socially Responsible Growth Fund, Inc.
	58.	Dreyfus Stock Index Fund, Inc.
	59.	Dreyfus Tax Exempt Cash Management Funds
	60.	The Dreyfus Third Century Fund, Inc.
	61.	Dreyfus Treasury & Agency Cash Management
	62.	Dreyfus Treasury Prime Cash Management
	63.	Dreyfus U.S. Treasury Intermediate Term Fund
	64.	Dreyfus U.S. Treasury Long Term Fund
	65.	Dreyfus 100% U.S. Treasury Money Market Fund
	66.	Dreyfus Variable Investment Fund
	67.	Dreyfus Worldwide Dollar Money Market Fund, Inc.
	68.	General California Municipal Money Market Fund
	69.	General Government Securities Money Market Funds, Inc.
	70.	General Money Market Fund, Inc.
	71.	General Municipal Money Market Funds, Inc.
	72.	General New York Municipal Money Market Fund
	73.	Strategic Funds, Inc.

(b)
Name and principal Business address	Positions and offices with the Distributor	Positions and Offices with Registrant
Jon R. Baum*	Chief Executive Officer and Chairman of the Board	None
Ken Bradle**	President and Director	None
Robert G. Capone****	Executive Vice President and Director	None
J. Charles Cardona*	Executive Vice President and Director	Executive Vice President (Money Market Funds Only)
Sue Ann Cormack**	Executive Vice President	None
John M. Donaghey***	Executive Vice President and Director	None
Dwight D. Jacobsen*	Executive Vice President and Director	None
Mark A. Keleher*****	Executive Vice President	None
James D. Kohley***	Executive Vice President	None
Jeffrey D. Landau*	Executive Vice President and Director	None
William H. Maresca*	Executive Vice President and Director	None
Timothy M. McCormick*	Executive Vice President	None
David K. Mossman***	Executive Vice President	None
Irene Papadoulis**	Executive Vice President	None
Matthew Perrone**	Executive Vice President	None
Noreen Ross*	Executive Vice President	None
Bradley J. Skapyak*	Executive Vice President	President
Gary Pierce*	Chief Financial Officer and Director	None
Tracy Hopkins*	Senior Vice President	None
Mercedez Katz**	Senior Vice President	None
Mary T. Lomasney****	Senior Vice President	None
Barbara A. McCann****	Senior Vice President	None
Christopher D. O' Connor*	Senior Vice President	None
Christine Carr Smith*****	Senior Vice President	None
Ronald Jamison*	Chief Legal Officer and Secretary	None
Joseph W. Connolly*	Chief Compliance Officer (Investment Advisory Business)	Chief Compliance Officer
Stephen Storen*	Chief Compliance Officer	Anti-Money Laundering Compliance Officer
Maria Georgopoulos*	Vice President – Facilities Management	None
Stewart Rosen*	Vice President – Facilities Management	None
Karin L. Waldmann*	Privacy Officer	None
Gary E. Abbs***	Vice President – Tax	None
Timothy I. Barrett**	Vice President	None
Gina DiChiara*	Vice President	None
Jill Gill*	Vice President	None
Joanne S. Huber***	Vice President – Tax	None
John E. Lane******	Vice President – Real Estate and Leases	None
Jeanne M. Login******	Vice President – Real Estate and Leases	None
Donna M. Impagliazzo**	Vice President – Compliance and Anti-Money Laundering Officer	None
Edward A. Markward*	Vice President – Compliance	None
Anthony Nunez*	Vice President – Finance	None
William Schalda*	Vice President	None
John Shea*	Vice President – Finance	None
Christopher A. Stallone**	Vice President	None
Susan Verbil*	Vice President – Finance	None
William Verity*	Vice President – Finance	None
James Windels*	Vice President	Treasurer
James Bitetto*	Assistant Secretary	Vice President and Assistant Secretary
James D. Muir*	Assistant Secretary	None
Barbara J. Parrish***	Assistant Secretary	None
Cristina Rice***	Assistant Secretary	None

*	Principal business address is 200 Park Avenue, New York, NY 10166.
**	Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
***	Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.
****	Principal business address is One Boston Place, Boston, MA 02108.
*****	Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104.
******	Principal business address is 101 Barclay Street, New York 10286.

Item 33. Location of Accounts and Records

                        1.         The Bank of New York Mellon
                                    One Wall Street
                                    New York, New York 10286

2.         The Bank of New York Mellon
                        One Mellon Bank Center
                        Pittsburgh, Pennsylvania 15258

                        3.         DST Systems, Inc.
                                    1055 Broadway
                                    Kansas City, MO 64105

                        4.         The Dreyfus Corporation
                                    200 Park Avenue
                                    New York, New York 10166

Item 34. Management Services

Not Applicable

Item 35. Undertakings

None

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 of 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 15^th day of July, 2011.

THE DREYFUS THIRD CENTURY FUND, INC.

BY: /s/Bradley J. Skapyak

Bradley J. Skapyak, 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.

Signatures Title Date

/s/Bradley J. Skapyak* J. David Officer	President (Principal Executive Officer)	7/15/11
/s/James Windels* James Windels	Treasurer (Principal Financial and Accounting Officer)	7/15/11
/s/Joseph S. DiMartino*	Chairman of the Board	7/15/11
Joseph S. DiMartino
/s/Clifford L. Alexander, Jr.*	Director	7/15/11
Clifford L. Alexander, Jr.
/s/David W. Burke* David W. Burke	Director	7/15/11
/s/Whitney I. Gerard* Whitney I. Gerard	Director	7/15/11
/s/Nathan Leventhal* Nathan Leventhal	Director	7/15/11
/s/George L. Perry* George L. Perry	Director	7/15/11
/s/Benaree Pratt Wiley* Benaree Pratt Wiley	Director	7/15/11

*BY: /s/Robert R. Mullery

Robert R. Mullery

Attorney-in-Fact

INDEX OF EXHIBITS

Exhibit No.

(n) Rule 18f-3 Plan.