POS EX

Securities Act File No. 2-40341
Investment Company Act File No. 811-2192

U.S. 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. 54     /X/

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     /X/

AMENDMENT NO. 54     /X/

THE DREYFUS PREMIER THIRD CENTURY FUND, INC.

(Exact Name of Registrant as Specified in its Charter)

c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10116

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (212) 922-6000

Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10116

(Name and Address of Agent for Service)

COPY TO:

David Stephens, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

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:

     1.     Facing Sheet of the Registration Statement.

     2.     Part C to the Registration Statement (including signature page).

     3.     Exhibit (n) to Item 23 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 23 to this Registration Statement on Form N-1A.

Parts A and B of Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended, filed on September 23, 2005, are incorporated by reference herein.

PART C. OTHER INFORMATION

Item 23. Exhibits:

(a)(1) Articles of Incorporation 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 ("Post-Effective Amendment No. 21")

(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) By-Laws, as amended, are incorporated by reference to Exhibit (2) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on July 6, 1990.

(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) Distribution Agreement is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A, filed on September 27, 2004 ("Post-Effective Amendment No. 52").

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

(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.

(j) Consent of Independent Registered Public Accounting Firm is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A filed on September 23, 2005 ("Post-Effective Amendment No. 53").

(m) Rule 12b-1 Distribution Plans are incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 52.

(n) Rule 18f-3 Plan.*

(p) Code of Ethics adopted by the Registrant is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 53.

Other Exhibits

(b) Certificate of Assistant Secretary is incorporated by reference to Other Exhibit (b) of Post-Effective Amendment No. 53.

____________________
*        Filed herewith.

Item 24. Persons Controlled by or Under Common Control with Registrant:

None

Item 25. Indemnification:

The Statement as to the general effect of any contract, arrangements or statute under which a Board member, officer, underwriter or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any Board member, officer, affiliated person or underwriter for their own protection, is incorporated by reference to Item 4 of Part II of Post-Effective Amendment No. 21.

Reference is also made to the Distribution Agreement filed as Exhibit (e) of Post-Effective Amendment No. 52.

Item 26. 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. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as 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.

Officers and Directors of Investment Adviser

Name and Position
With Dreyfus
Other Businesses
Position Held
Dates

Jonathan Baum
Vice Chair-Distribution


Stephen R. Byers
Director, Vice Chair, and
Chief Investment Officer Scudder Investments
345 Park Avenue
New York, New York 10154

Lighthouse Growth Advisors LLC++

Dreyfus Service Corporation++

Founders Asset Management,
LLC **** Chief Operating Officer



Member, Board of Managers

Senior Vice President

Member, Board of Managers 7/02 - 1/05



9/02 - 9/05


3/00 - Present

6/02 - Present

Dreyfus Investment Advisors,
Inc. ++ Chief Investment Officer
Director 2/02 - 7/05
2/02 - 7/05

Stephen E. Canter
Chairman of the Board and
Chief Executive Officer Mellon Financial Corporation+

Mellon Bank, N.A.+ Vice Chairman

Vice Chairman 6/01 - Present

6/01 - Present

Standish Mellon Asset
Management Company, LLC* Board Manager 7/03 - Present

Newton Management Limited
London, England Director 2/99 - Present

Mellon Equity Associates, LLP+




Franklin Portfolio Associates,
LLC*

Franklin Portfolio Holdings,
Inc.*
Executive Committee Member

Director

Director


Director 1/99 - Present


2/99 - Present

2/99 - Present


2/99 - Present

TBCAM Holdings, LLC*

Mellon Capital Management
Corporation ***

Founders Asset Management
LLC **** Director

Director


Member, Board of
Managers
President
Chief Executive Officer 2/99 - Present

1/99 - Present


12/97 - Present

4/06 - Present
4/06 - Present

Founders Family of Funds

The Dreyfus Trust Company+++ President

Director
Chairman
President
Chief Executive Officer 4/06 - Present

6/95 - Present
1/99 - Present
1/99 - Present
1/99 - Present

J. Charles Cardona
Director and Vice Chairman Dreyfus Investment Advisors,
Inc. ++ Chairman of the Board 2/02 - 7/05

Boston Safe Advisors, Inc.++

Dreyfus Service Corporation++ Director

Executive Vice President
Director 10/01 - 5/05

2/97 - Present
8/00 - Present

Diane P. Durnin,
Vice Chair and Director Seven Six Seven Agency, Inc. ++ Director 4/02 - 6/05

Thomas F. Eggers
Director, Chief Operating
Officer and President Dreyfus Service Corporation++


Dreyfus Service Organization++ Chairman
Chief Executive Officer

Director 4/05 - Present
4/05 - Present

4/05 - Present

Founders Asset Management
LLC****

Lighthouse Growth Advisers LLC++ Member, Board of
Managers

Member, Board of
Managers 4/05 - Present


4/05 - Present

Scudder Investments
345 Park Avenue
New York, NY 10154 President
Chief Executive Officer 5/02 - 3/05
5/02 - 3/05

Scudder Distributor
345 Park Avenue
New York, NY 10154 Chairman 5/02-3/05

Steven G. Elliott
Director Mellon Financial Corporation+ Director
Senior Vice Chairman 1/01 - Present
1/99 - Present

Mellon Bank, N.A.+ Director
Senior Vice Chairman 1/01 - Present
3/98 - Present

Mellon Financial Services
Corporation #1
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103 Director
Vice President 1/96 - Present
1/96 - Present

Allomon Corporation
Two Mellon Bank Center
Pittsburgh, PA 15259 Director 12/87 - Present

Mellon Funding Corporation+

Mellon Ventures, Inc. + Director

Director 8/87 - Present

1/99 - Present

Robert P. Kelley
Director Mellon Financial Corporation + Chairman
President
Chief Executive Officer
Executive Committee Member 2/06 - Present
2/06 - Present
2/06 - Present

2/06 - Present

Mellon Bank, N.A. Chairman
President
Chief Executive Officer
Executive Committee Member 2/06 - Present
2/06 - Present
2/06 - Present

2/06 - Present

The Cadillac Fairview
Corporation Limited
20 Queen Street West
Toronto, Ontario M5H 3R4 Board Member 3/00 - Present

Wachovia Corporation
301 South College Street
One Wachovia Center
Charlotte, North Carolina 28288 Chief Financial Officer 11/00 - 2/06

David F. Lamere
Director Mellon Financial Corporation +

Wellington-Medford II Properties, Inc.
Medford, MA Vice Chairman

President and Director 9/01 - Present

2/99 - Present

TBC Securities Co., Inc.
Medford, MA

The Boston Company, Inc. *

Mellon Trust of New England N.A. President and Director


Chairman & CEO

Chairman & CEO 2/99 - Present


1/99 - Present

1/99 - Present

Newton Management Limited
London, England

Laurel Capital Advisors, LLP+


Mellon Bank, N.A. + Director


Executive Committee
Member

Vice Chairman
Exec. Management
Group 10/98 - Present


8/98 - Present


9/01 - Present
8/01 - Present

Mellon United National Bank
2875 Northeast 191st Street,
North Miami, FL 33180

Mellon Global Investing Corp.+ Director



President 11/98 - Present



1/00 - Present

Ronald P. O'Hanley
Director Mellon Financial Corporation+ Vice Chairman 6/01 - Present

Mellon Bank, N.A.+ Vice Chairman 6/01 - Present

TBC General Partner, LLC* President 7/03 - Present

Standish Mellon Asset Management Company, LLC
One Financial Center
Boston, MA 02211 Board Member 7/01 - Present

Franklin Portfolio Holdings, LLC* Director 12/00 - Present

Franklin Portfolio Associates, LLC* Director 4/97 - Present

Pareto Partners (NY)
505 Park Avenue
NY, NY 10022 Partner Representative 2/00 - Present

Buck Consultants, Inc.++ Director 7/97 - Present

Newton Management Limited
London, England Executive Committee
Member
Director 10/98 - Present

10/98 - Present

Mellon Global Investments Japan Ltd.
Tokyo, Japan Non-Resident Director 11/98 - Present

TBCAM Holdings, LLC* Director 1/98 - Present

Fixed Income (MA) Trust* Trustee 6/03 - Present

Fixed Income (DE) Trust* Trustee 6/03 - Present

Pareto Partners
271 Regent Street
London, England W1R 8PP Partner Representative 5/97 - Present

Mellon Capital Management
Corporation *** Director 2/97 - Present

Mellon Equity Associates, LLP+ Executive Committee
Member
Chairman 1/98 - Present

1/98 - Present

Mellon Global Investing Corp.* Director
Chairman
Chief Executive Officer 5/97 - Present
5/97 - Present
5/97 - Present

J. David Officer
Vice Chairman
and Director Dreyfus Service Corporation++ President
Director 3/00 - Present
3/99 - Present

MBSC, LLC ++ Manager, Board of
Managers
President 4/02 - Present

4/02 - Present

Boston Safe Advisors, Inc. ++ Director 10/01 - 5/05

Dreyfus Transfer, Inc. ++ Chairman and Director 2/02 - Present

Dreyfus Service Organization,
Inc. ++ Director 3/99 - Present

Dreyfus Insurance Agency of
Massachusetts, Inc.++ Director 5/98 - 10/04

Seven Six Seven Agency, Inc.++ Director 10/98 - 6/05

Mellon Residential Funding
Corp. + Director 4/97 - Present

Mellon Bank, N.A.+ Executive Vice President 2/94 - Present

Mellon United National Bank
1399 SW 1st Ave., Suite 400
Miami, Florida Director 3/98 - Present

Mark N. Jacobs
General Counsel,
Executive Vice President,
and Secretary Dreyfus Investment
Advisors, Inc.++ Director 4/97 - 7/05

The Dreyfus Trust Company+++ Director 3/96 - Present

The TruePenny Corporation++ President
Director 10/98 - 11/04
3/96 - 11/04

Patrice M. Kozlowski
Senior Vice President-
Corporate Communications None

Gary Pierce
Controller Lighthouse Growth Advisors LLC++ Member, Board of
Managers

Vice President and
Treasurer 7/05 - 9/05


7/05 - 9/05

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

MBSC, LLC ++ Chief Financial Officer
Manager, Board of
Managers 7/05 - Present
7/05 - Present

Dreyfus Service Corporation++ Chief Financial Officer
Director 7/05 - Present
7/05 - Present

Senior Vice President-
Finance
Vice President-Finance
1/05 - 7/05
3/03 - 1/05

Dreyfus Consumer Credit
Corporation ++ Treasurer 7/05 - Present

Dreyfus Transfer, Inc. ++ Chief Financial Officer 7/05 - 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

The Mellon Funds Trust++ Chief Compliance
Officer 10/04 - Present

Dreyfus Investment Advisors, Inc. ++ Chief Compliance
Officer 10/04 - 7/05

Lighthouse Growth Advisors, LLC ++ Chief Compliance
Officer 10/04 - 9/05

MBSC, LLC ++ Chief Compliance
Officer 10/04 - Present

Dreyfus Service Corporation++ Chief Compliance
Officer 10/04 - Present

Boston Safe Advisors++ Chief Compliance
Officer 10/04 - 5/05

Lisa A. Fox
Vice President
Human Resources Mellon Bank, N.A.+ Vice President 10/01 - Present

Anthony Mayo
Vice President-
Information Systems None

Theodore A. Schachar
Vice President -Tax Lighthouse Growth Advisors LLC++ Assistant Treasurer 9/02 - 9/05

Dreyfus Service Corporation++ Vice President - Tax 10/96 - Present

MBSC, LLC ++ Vice President - Tax 4/02 - Present

The Dreyfus Consumer Credit
Corporation ++ Chairman
President 6/99 - Present
6/99 - Present

Dreyfus Investment Advisors,
Inc.++ Vice President - Tax 10/96 - 7/05

Dreyfus Service Organization,
Inc.++ Vice President - Tax 10/96 - Present

Alex G. Sciulli
Vice President AFCO Acceptance Corp.
110 William Street
29th Floor
New York, NY 10038-3901 Vice President 05/94 - Present

AFCO Credit Corp. 110 William Street
29th Floor
New York, NY 10038-3901 Vice President 05/94 - Present

The Boston Company, Inc.* Vice President 09/01 - Present

Dreyfus Service Corporation++ Vice President 11/01 - Present

Dreyfus Transfer, Inc.++ Vice President 11/01 - Present

Founders Asset Management LLC**** Authorized Agent 12/01 - Present

Franklin Portfolio Associates LLC* Vice President 06/01 - Present

Franklin Portfolio Holdings LLC* Vice President 06/01 - Present

Mellon Bank, N.A.+ Senior Vice President 08/01 - Present

Mellon HR Solutions LLC
2100 N. Central Road
Fort Lee, NJ 07024 Vice President 06/02 - Present

Mellon Human Resources & Investor
Solutions, Inc.+ Vice President 03/04 - Present

Mellon Private Trust Company, N.A.* Vice President for
Facilities 08/01 - Present

Mellon Trust of California Vice President for
Facilities 08/01 - Present

Mellon Trust of New England, N.A.* Vice President 09/03 - Present

Mellon Trust of New York, LLC Vice President for
Facilities 08/01 - Present

Mellon Trust of Washington Vice President for
Facilities 08/01 - Present

Mellon United National Bank
Mellon Financial Tower
111 Brickell Avenue
Miami, FL 33131 Vice President 09/01 - Present

Standish Mellon Asset
Management LLC
One Financial Center
Boston, MA 02210 Vice President 10/01 - Present

Katrena Corporation+ Vice President 08/01 - Present

Laurel Capital Advisors, LLP* Vice President 08/01 - Present

MBC Investments Corporation+ Vice President 08/01 - Present

MFS Leasing Corp. + Vice President 08/01 - Present

MMIP, LLC + Vice President 08/01 - Present

Mellon Capital Management
Corporation*** Vice President 08/01 - Present

Mellon Equity Associates, LLP+ Vice President 08/01 - Present

Mellon Financial Markets, LLC+ Vice President 08/01 - Present

Mellon Financial Services
Corporation #1+ Vice President 08/01 - Present

Mellon Financial Services
Corporation #4+ Vice President 08/01 - Present

Mellon Funding Corporation+ Vice President 08/01 - Present

Mellon Insurance Agency, Inc. + Vice President 08/01 - Present

Mellon International Investment
Corporation+ Vice President 08/01 - Present

Mellon International Leasing
Company+ Vice President 08/01 - Present

Mellon Leasing Corporation+ Vice President 08/01 - Present

Mellon Overseas Investment
Corporation+ Vice President 08/01 - Present

Mellon Trust Company of Illinois+ Vice President 08/01 - Present

Mellon VA Partners, LLC+ Vice President 08/01 - Present

Mellon Ventures, Inc. + Vice President 08/01 - Present

Pontus, Inc. + Vice President 08/01 - Present

Texas AP, Inc. + Vice President 08/01 - Present

Wendy Strutt
Vice President Boston Safe Advisers, Inc. Chief Operating Officer 3/03 - 5/05

James Bitetto
Assistant Secretary The TruePenny Corporation++ Secretary 9/98 - 11/04

Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present

Dreyfus Investment Advisors,
Inc.++ Assistant Secretary 7/98 - 7/05

Dreyfus Service Organization,
Inc.++ Secretary
Assistant Secretary 8/05 - Present
7/98 - 8/05

The Dreyfus Consumer Credit
Corporation++ Vice President and
Director 2/02 - Present

* 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 595 Market Street, Suite 3000, San Francisco, California 94105.

**** The address of the business so indicated is 2930 East Third Avenue, Denver, Colorado 80206.

+ 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.

Item 27. Principal Underwriters:

(a) Other investment companies for which Registrant’s principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:

1. CitizensSelect Funds

2. Dreyfus A Bonds Plus, Inc.

3. Dreyfus Appreciation Fund, Inc.

4. Dreyfus Balanced Fund, Inc.

5. Dreyfus BASIC Money Market Fund, Inc.

6. Dreyfus BASIC U.S. Mortgage Securities Fund

7. Dreyfus BASIC U.S. Government Money Market Fund

8. Dreyfus Bond Funds, Inc.

9. Dreyfus California Intermediate Municipal Bond Fund

10. Dreyfus California Tax Exempt Money Market Fund

11. Dreyfus Cash Management

12. Dreyfus Cash Management Plus, Inc.

13. Dreyfus Connecticut Intermediate Municipal Bond Fund

14. Dreyfus Connecticut Municipal Money Market Fund, Inc.

15. Dreyfus Fixed Income Securities

16. Dreyfus Florida Intermediate Municipal Bond Fund

17. Dreyfus Florida Municipal Money Market Fund

18. Dreyfus Founders Funds, Inc.

19. The Dreyfus Fund Incorporated

20. Dreyfus GNMA Fund, Inc.

21. Dreyfus Government Cash Management Funds

22. Dreyfus Growth and Income Fund, Inc.

23. Advantage Funds, Inc.

24. Dreyfus Growth Opportunity Fund, Inc.

25. Dreyfus Index Funds, Inc.

26. Dreyfus Institutional Cash Advantage Funds

27. Dreyfus Institutional Money Market Fund

28. Dreyfus Institutional Preferred Money Market Funds

29. Dreyfus Insured Municipal Bond Fund, Inc.

30. Dreyfus Intermediate Municipal Bond Fund, Inc.

31. Dreyfus International Funds, Inc.

32. Dreyfus Investment Grade Funds, Inc.

33. Dreyfus Investment Portfolios

34. The Dreyfus/Laurel Funds, Inc.

35. The Dreyfus/Laurel Funds Trust

36. The Dreyfus/Laurel Tax-Free Municipal Funds

37. Dreyfus LifeTime Portfolios, Inc.

38. Dreyfus Liquid Assets, Inc.

39. Dreyfus Massachusetts Intermediate Municipal Bond Fund

40. Dreyfus Massachusetts Municipal Money Market Fund

41. Dreyfus Midcap Index Fund, Inc.

42. Dreyfus Money Market Instruments, Inc.

43. Dreyfus Municipal Bond Fund, Inc.

44. Dreyfus Municipal Cash Management Plus

45. Dreyfus Municipal Funds, Inc.

46. Dreyfus Municipal Money Market Fund, Inc.

47. Dreyfus New Jersey Intermediate Municipal Bond Fund

48. Dreyfus New Jersey Municipal Money Market Fund, Inc.

49. Dreyfus New York Municipal Cash Management

50. Dreyfus New York Tax Exempt Bond Fund, Inc.

51. Dreyfus New York Tax Exempt Intermediate Bond Fund

52. Dreyfus New York Tax Exempt Money Market Fund

53. Dreyfus U.S. Treasury Intermediate Term Fund

54. Dreyfus U.S. Treasury Long Term Fund

55. Dreyfus 100% U.S. Treasury Money Market Fund

56. Dreyfus Pennsylvania Intermediate Municipal Bond Fund

57. Dreyfus Pennsylvania Municipal Money Market Fund

58. Dreyfus Premier California Tax Exempt Bond Fund, Inc.

59. Dreyfus Premier Equity Funds, Inc.

60. Dreyfus Premier Fixed Income Funds

61. Dreyfus Premier International Funds, Inc.

62. Dreyfus Premier GNMA Fund

63. Dreyfus Premier Manager Funds I

64. Dreyfus Premier Manager Funds II

65. Dreyfus Premier Municipal Bond Fund

66. Dreyfus Premier New Jersey Municipal Bond Fund, Inc.

67. Strategic Funds, Inc.

68. Dreyfus Premier New York Municipal Bond Fund

69. Dreyfus Premier Opportunity Funds

70. Dreyfus Premier State Municipal Bond Fund

71. Dreyfus Premier Stock Funds

72. The Dreyfus Premier Third Century Fund, Inc.

73. The Dreyfus Premier Value Equity Funds

74. Dreyfus Premier Worldwide Growth Fund, Inc.

75. Dreyfus Short-Intermediate Government Fund

76. Dreyfus Short-Intermediate Municipal Bond Fund

77. The Dreyfus Socially Responsible Growth Fund, Inc.

78. Dreyfus Stock Index Fund, Inc.

79. Dreyfus Tax Exempt Cash Management

80. Dreyfus Treasury Cash Management

81. Dreyfus Treasury Prime Cash Management

82. Dreyfus Variable Investment Fund

83. Dreyfus Worldwide Dollar Money Market Fund, Inc.

84. General California Municipal Money Market Fund

85. General Government Securities Money Market Funds, Inc.

86. General Money Market Fund, Inc.

87. General Municipal Money Market Funds, Inc.

88. General New York Municipal Bond Fund, Inc.

89. General New York Municipal Money Market Fund

90. Mellon Funds Trust

(b)

Name and Principal Business Address	Positions and Offices with the Distributor	Positions and Offices with the Registrant
Thomas F. Eggers *	Chief Executive Officer and Chairman of the Board	None
J. David Officer *	President and Director	None
J. Charles Cardona *	Executive Vice President and Director	None
Prasanna Dhore *	Executive Vice President	None
William H. Maresca *	Executive Vice President	None
James Neiland*	Executive Vice President	None
Irene Papadoulis **	Executive Vice President and Director	None
Noreen Ross *	Executive Vice President	None
Richard Sabo ***	Executive Vice President	None
Bret Young *	Executive Vice President and Director	None
Gary Pierce *	Chief Financial Officer and Director	None
Ken Bradle **	Senior Vice President	None
Stephen R. Byers *	Senior Vice President	Executive Vice President
Sue Ann Cormack **	Senior Vice President	None
Matthew Perrone **	Senior Vice President	None
Bradley J. Skapyak *	Senior Vice President	None
Michael Schuermann **	Senior Vice President	None
Jane Knight *	Chief Legal Officer and Secretary	None
Joseph W. Connolly*	Chief Compliance Officer	Chief Compliance Officer
Stephen Storen *	Chief Compliance Officer	None
Lisa A. Fox *	Vice President	None
Maria Georgopoulos *	Vice President - Facilities Management	None
William Germenis *	Vice President - Compliance	AML Compliance Officer
Tracy Hopkins *	Vice President	None
Mary Merkle *	Vice President - Compliance	None
Paul Molloy *	Vice President	None
James Muir *	Vice President - Compliance	None
Anthony Nunez *	Vice President - Finance	None
David Ray ***	Vice President	None
Theodore A. Schachar *	Vice President - Tax	None
William Schalda *	Vice President	None
Alex G. Sciulli****	Vice President	None
John Shea*	Vice President - Finance	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
Ken Christoffersen ***	Assistant Secretary	None
Ronald Jamison *	Assistant Secretary	None
Sarrita Cypress *	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 210 University Blvd., Suite 800, Denver, CO 80206.

**** Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.

Item 28. Location of Accounts and Records:

1. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258

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

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

Item 29. Management Services:

Not Applicable.

Item 30. Undertakings:

None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant 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, State of New York, on the 30th day of May, 2006.

THE DREYFUS PREMIER THIRD CENTURY FUND, INC.


By: /s/ Stephen E. Canter*           
        Stephen E. Canter
        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.

Name	Title	Date
/s/ Stephen E. Canter*	President (Principal Executive Officer)	May 30, 2006
Stephen E. Canter
/s/ James Windels*	Treasurer (Principal Financial and	May 30, 2006
James Windels	Accounting Officer)
/s/ Joseph S. DiMartino*	Chairman of the Board	May 30, 2006
Joseph S. DiMartino
/s/ Clifford L. Alexander, Jr.*	Board Member	May 30, 2006
Clifford L. Alexander, Jr
/s/ Lucy Wilson Benson*	Board Member	May 30, 2006
Lucy Wilson Benson
/s/ David W. Burke*	Board Member	May 30, 2006
David W. Burke
/s/ Whitney I. Gerard*	Board Member	May 30, 2006
Whitney I. Gerard
/s/ Arthur A. Hartman*	Board Member	May 30, 2006
Arthur A. Hartman
/s/ George L. Perry*	Board Member	May 30, 2006
George L. Perry

*By: /s/ Jeff Prusnofsky
          Jeff Prusnofsky, attorney-in-fact

Exhibit Index

(n) Rule 18f-3 Plan

EX-99

THE DREYFUS PREMIER THIRD CENTURY FUND, INC.

Rule 18f-3 Plan

           Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of an investment company desiring to offer multiple classes pursuant to said Rule adopt a plan setting forth the separate arrangements and expense allocation of each class, and any related conversion features or exchanges privileges.

           The Board, including a majority of the non-interested Board members, of The Dreyfus Premier Third Century Fund, Inc. (the “Fund”), which desires to offer multiple classes, has determined that the following plan is in the best interests of each class individually and the Fund as a whole:

           1.       Class Designation: Fund shares shall be divided into Class A, Class B, Class C, Class R, Class T and Class Z.

           2.       Differences in Services: The services offered to shareholders of each Class shall be substantially the same, except that Right of Accumulation, Letter of Intent and Reinvestment Privilege shall be available only to holders of Class A and Class T shares. Certain automatic investment plan privileges are not available to holders of Class B shares.

           3.       Differences in Distribution Arrangements: Class A shares shall be offered with a front-end sales charge, as such term is defined under the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD Conduct Rules”), and a contingent deferred sales charge (a “CDSC”), as such term is defined under the NASD Conduct Rules, may be assessed on certain redemptions of Class A shares purchased without an initial sales charge as part of an investment of $1 million or more. The amount of the sales charge and the amount of and provisions relating to the CDSC pertaining to the Class A shares are set forth on Schedule A hereto.

           Class B shares shall be offered only in connection with dividend reinvestment and exchanges permitted by the Exchange Privilege. Class B shares shall not be subject to a front-end sales charge, but shall be subject to a CDSC and shall be charged an annual distribution fee under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount of and provisions relating to the CDSC, and the amount of the fees under the Distribution Plan pertaining to the Class B shares, are set forth on Schedule B hereto.

           Class C shares shall not be subject to a front-end sales charge, but shall be subject to a CDSC and shall be charged an annual distribution fee under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount of and provisions relating to the CDSC, and the amount of the fees under the Distribution Plan pertaining to the Class C shares, are set forth on Schedule C hereto.

           Class R shares shall be offered at net asset value only to (i) bank trust departments and other financial service providers (including Mellon Bank, N.A. and its affiliates) acting on behalf of their customers having a qualified trust or investment account or relationship at such institution, or to customers who have received and hold Class R shares of the Fund distributed to them by virtue of such an account or relationship, (ii) institutional investors acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity for qualified or non-qualified employee benefit plans, including pension, profit-sharing, SEP-IRAs and other deferred compensation plans, whether established by corporations, partnerships, non-profit entities or state and local governments, but not including IRAs or IRA “Rollover Accounts” and (iii) charitable organizations as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

           Class T shares shall be offered with a front-end sales charge, and a CDSC may be assessed on certain redemptions of Class T shares purchased without an initial sales charge as part of an investment of $1 million or more. Class T shares also shall be charged an annual distribution fee under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount of the sales charge, the amount of and provisions relating to the CDSC, and the amount of the fees under the Distribution Plan pertaining to the Class T shares are set forth on Schedule D hereto.

           Class Z shares shall be offered at net asset value only to shareholders of the Fund who have held Fund shares since August 30, 1999.

           Class A, Class B, Class C and Class T shares shall be subject to an annual service fee at the rate of .25% of the value of the average daily net assets of such Class pursuant to a Shareholder Services Plan.

           Class Z shares shall be subject to an annual service fee at the rate of up to ..25% of the value of the average daily net assets of such Class pursuant to a Shareholder Services Plan.

           4.       Expense Allocation: The following expenses shall be allocated, to the extent practicable, on a Class-by-Class basis: (a) fees under the Distribution Plans and Shareholder Services Plans; (b) printing and postage expenses related to preparing and distributing materials, such as shareholder reports, prospectuses and proxies, to current shareholders of a specific Class; (c) Securities and Exchange Commission and Blue Sky registration fees incurred by a specific Class; (d) the expense of administrative personnel and services as required to support the shareholders of a specific Class; (e) litigation or other legal expenses relating solely to a specific Class; (f) transfer agent fees identified by the Fund’s transfer agent as being attributable to a specific Class; and (g) Board members’ fees incurred as a result of issues relating to a specific Class.

           5.       Conversion Features: Class B shares shall automatically convert to Class A shares after a specified period of time after the date of purchase, based on the relative net asset value of each such Class without the imposition of any sales charge, fee or other charge, as set forth on Schedule E hereto. No other Class shall be subject to any automatic conversion feature.

           6.       Exchange Privileges: Shares of a Class shall be exchangeable only for (a) shares of the same Class of other investment companies managed or administered by The Dreyfus Corporation or its affiliates as specified from time to time and (b) shares of certain other Classes of such investment companies or shares of certain other investment companies as specified from time to time.

Dated: August 31, 1999
Amended as of: June 1, 2006

SCHEDULE A

Front-End Sales Charge--Class A Shares--The public offering price for Class A shares shall be the net asset value per share of Class A plus a sales load as shown below:

	Total Sales Load
Amount of Transaction	As of % of offering price per share	As a % of net asset value per share
Less than $50,000	5.75	6.10
$50,000 to less than $100,000	4.50	4.70
$100,000 to less than $250,000	3.50	3.60
$250,000 to less than $500,000	2.50	2.60
$500,000 to less than $1,000,000	2.00	2.00
$1,000,000 or more	-0-	-0-

Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1.00% shall be assessed at the time of redemption of Class A shares purchased without an initial sales charge as part of an investment of at least $1 million and redeemed within one year of purchase. The terms contained in Schedule B pertaining to the CDSC assessed on redemptions of Class B shares (other than the amount of the CDSC and its time periods), including the provisions for waiving the CDSC, shall be applicable to the Class A shares subject to a CDSC. Letter of Intent and Right of Accumulation shall apply to purchases of Class A shares subject to a CDSC.

SCHEDULE B

Contingent Deferred Sales Charge--Class B Shares--A CDSC payable to the Fund’s Distributor shall be imposed on any redemption of Class B shares which reduces the current net asset value of such Class B shares to an amount which is lower than the dollar amount of all payments by the redeeming shareholder for the purchase of Class B shares of the Fund held by such shareholder at the time of redemption. No CDSC shall be imposed to the extent that the net asset value of the Class B shares redeemed does not exceed (i) the current net asset value of Class B shares acquired through reinvestment of dividends or capital gain distributions, plus (ii) increases in the net asset value of the shareholder’s Class B shares above the dollar amount of all payments for the purchase of Class B shares of the Fund held by such shareholder at the time of redemption.

           If the aggregate value of the Class B shares redeemed has declined below their original cost as a result of the Fund’s performance, a CDSC may be applied to the then-current net asset value rather than the purchase price.

           In circumstances where the CDSC is imposed, the amount of the charge shall depend on the number of years from the time the shareholder purchased the Class B shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchase of Class B shares, all payments during a month shall be aggregated and deemed to have been made on the first day of the month. The following table sets forth the rates of the CDSC, except for Class B shares issued in connection with certain transactions described below:

Year Since Purchase Payment Was Made	CDSC as a % of Amount Invested or Redemption Proceeds
First	4.00
Second	4.00
Third	3.00
Fourth	3.00
Fifth	2.00
Sixth	1.00

           For Class B shares issued in connection with (i) the exchange of shares originally issued by a series of The Bear Stearns Funds or (ii) the reorganization of any such series of The Bear Stearns Funds, where the shares of such series were purchased before December 1, 2003, the following table sets forth the rates of the CDSC for such shares:

Year Since Purchase Payment Was Made	CDSC as a % of Amount Invested or Redemption Proceeds
First	5.00
Second	4.00
Third	3.00
Fourth	3.00
Fifth	2.00
Sixth	1.00
Seventh	0.00
Eighth	0.00

           In determining whether a CDSC is applicable to a redemption, the calculation shall be made in a manner that results in the lowest possible rate. Therefore, it shall be assumed that the redemption is made first of amounts representing shares acquired pursuant to the reinvestment of dividends and distributions; then of amounts representing the increase in net asset value of Class B shares above the total amount of payments for the purchase of Class B shares made during the preceding six years (eight years for certain shares issued in connection with shares originally issued by a series of The Bear Stearns Funds); and finally, of amounts representing the cost of shares held for the longest period of time.

Waiver of CDSC--The CDSC shall be waived in connection with (a) redemptions made within one year after the death or disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), of the shareholder, (b) redemptions by employees participating in qualified or non-qualified employee benefit plans or other programs, (c) redemptions as a result of a combination of any investment company with the Fund by merger, acquisition of assets or otherwise, (d) a distribution following retirement under a tax-deferred retirement plan or upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b) of the Code, and (e) redemptions pursuant to any systematic withdrawal plan as described in the Fund’s prospectus. Any Fund shares subject to a CDSC which were purchased prior to the termination of such waiver shall have the CDSC waived as provided in the Fund’s prospectus at the time of the purchase of such shares.

Amount of Distribution Plan Fees--Class B Shares--.75 of 1% of the value of the average daily net assets of Class B.

SCHEDULE C

Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable to the Fund’s Distributor shall be imposed on any redemption of Class C shares within one year of the date of purchase. The basis for calculating the payment of any such CDSC shall be the method used in calculating the CDSC for Class B shares. In addition, the provisions for waiving the CDSC shall be those set forth for Class B shares.

Amount of Distribution Plan Fees--Class C Shares--.75 of 1% of the value of the average daily net assets of Class C.

SCHEDULE D

Front-End Sales Charge--Class T Shares--The public offering price for Class T shares shall be the net asset value per share of that Class plus a sales load as shown below:

	Total Sales Load
Amount of Transaction	As of % of offering price per share	As a % of net asset value per share
Less than $50,000	4.50	4.70
$50,000 to less than $100,000	4.00	4.20
$100,000 to less than $250,000	3.00	3.10
$250,000 to less than $500,000	2.00	2.00
$500,000 to less than $1,000,000	1.50	1.50
$1,000,000 or more	-0-	-0-

Contingent Deferred Sales Charge--Class T Shares--A CDSC of 1% shall be assessed at the time of redemption of Class T shares purchased without an initial sales charge as part of an investment of at least $1,000,000 and redeemed within one year after purchase. The terms contained in Schedule B pertaining to the CDSC assessed on redemptions of Class B shares (other than the amount of the CDSC and its time periods), including the provisions for waiving the CDSC, shall be applicable to the Class T shares subject to a CDSC. Letter of Intent and Right of Accumulation shall apply to purchases of Class T shares subject to a CDSC.

Amount of Distribution Plan Fees--Class T Shares--.25 of 1% of the value of the average daily net assets of Class T.

SCHEDULE E

Conversion of Class B Shares — Approximately six years after the date of purchase, Class B shares (other than those issued in connection with certain transactions described below) automatically shall convert to Class A shares, based on the relative net asset values for shares of each such Class, and shall no longer be subject to the distribution fee. Class B shares issued in connection with (i) the exchange of shares originally issued by a series of The Bear Stearns Funds or (ii) the reorganization of any such series of The Bear Stearns Funds, where the shares of such series were purchased before December 1, 2003, automatically shall convert to Class A shares approximately eight years after the date of original purchase of such shares from the series of The Bear Stearns Funds. At the time of conversion, Class B shares that have been acquired through the reinvestment of dividends and distributions (“Dividend Shares”) shall be converted in the proportion that a shareholder’s Class B shares (other than Dividend Shares) converting to Class A shares bears to the total Class B shares then held by the shareholder which were not acquired through the reinvestment of dividends and distributions.