Rachmaninov composed his Third Symphony at his summer house on Lake Lucerne during the summers of 1935 and 1936, after the triumph of his Rhapsody on a Theme of Paganini had restored him to favor as a composer. After the symphony's 1937 premiere at the hands of Leopold Stokowski and the Philadelphia Orchestra (which Rachmaninov himself would conduct in the work's first recording two years later), the composer wrote, "It was played wonderfully. Both audience and critics responded sourly. Personally, I'm firmly convinced that this is a good work."

The first movement opens Lento as the saxophone introduces a motif that will take new forms throughout the work. Then the strings rise to usher in the main Allegro moderato in straightforward sonata form. A plaintive Russian folklike theme, introduced by oboes and bassoons, is juxtaposed with a great flowing melody in the strings. The development is so agitated that this melody seems even more sweetly nostalgic on its return in the recapitulation; the movement ends with the opening motif echoing unquietly in the lower strings. The second movement (Adagio ma non troppo -- Allegro vivace) combines the usual slow movement and scherzo. A solo horn over the harp states the motif in a new form, which mutates into an aching, yearning theme introduced by the solo violin. This violin theme is developed at length, alternating legato strings and soulful passages for the solo instruments. The brisk, even angry middle section recalls Mussorgsky, or even Stravinsky, as much as Tchaikovsky; the Adagio theme on its return reaches a great climax before sinking into repose. The finale (Allegro) opens with a confident and energetic theme. This is alternated with episodes that are variously nostalgic, fantastic, or downright grotesque, with increasingly aggressive and acerbic harmonies -- and yes, the Dies Irae turns up. But in the end the main theme emerges triumphantly, its forward momentum sweeping all before it.