August 2, 1994
DREYFUS MONEY MARKET INSTRUMENTS, INC.
SUPPLEMENT TO PROSPECTUS
DATED MARCH 31, 1994
I. PROPOSED MERGER OF THE DREYFUS CORPORATION
The Fund's adviser, The Dreyfus Corporation ("Dreyfus"), has entered
into an Agreement and Plan of Merger providing for the merger
(the"Merger") of Dreyfus with a subsidiary of Mellon Bank, N.A. ("Mellon").
Following the Merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of the Merger is subject to a
number of contingencies, including approvals of the stockholders of
Dreyfus and of Mellon. The Merger is expected to occur in late August
1994, but could occur significantly later.
The Merger will result in the automatic termination of the Fund's
current investment advisory agreement with Dreyfus as required by the
Investment Company Act of 1940, as amended.
II. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY
CONTRARY INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 2, 1994, the Fund's shareholders voted to (a) approve a new
investment advisory agreement with Dreyfus, to become effective upon
consummation of the Merger. In addition, the shareholders of each series
approved changes to certain of the series' fundamental policies and
investment restrictions to permit each series to (i) borrow money from
banks only for temporary or emergency (not leveraging) purposes in an
amount up to 15% of the value of the respective series' total assets, and
(ii) invest up to 10% of the value of its net assets in illiquid securities
and make such policy non-fundamental.
(CONTINUED ON REVERSE SIDE)
III. REVISED MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"DESCRIPTION OF THE FUND--MANAGEMENT POLICIES."
BORROWING MONEY __ As a fundamental policy, each series is permitted
to borrow from banks only for temporary or emergency (not leveraging)
purposes, in an amount up to 15% of the value of the series' total assets
(including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of a series' total assets,
such series will not make any additional investments.
ILLIQUID SECURITIES __ Each series may invest up to 10% of the value of
its net assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the series'
investment objective. Such securities may include securities that are not
readily marketable, such as certain securities that are subject to legal or
contractual restrictions on resale and repurchase agreements providing
for settlement in more than seven days after notice. As to these
securities, the series are subject to a risk that should the series desire to
sell them when a ready buyer is not available at a price the series deems
representative of their value, the value of the series' net assets could be
adversely affected.
060/stkr080294
August 2, 1994
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Supplement to the Statement of Additional Information
Dated March 31, 1994, As Revised April 12, 1994
At a meeting of Fund shareholders held on August 2, 1994, shareholders
of each series approved new Investment Restrictions which supersede and
replace contrary information in the series' current Investment Restrictions
numbered 2 and 8 in the section in the Fund's Statement of Additional
Information entitled "Investment Objective and Management Policies--
Investment Restrictions." New Investment Restriction number 2 is a
fundamental policy. This restriction cannot be changed without approval by
the holders of a majority (as defined in the Investment Company Act of
1940, as amended (the "Act")) of the series' outstanding voting shares.
Investment Restriction number 8 is not a fundamental policy and may be
changed by vote of a majority of the Fund's Board members at any time.
Each series may not:
2. Borrow money, except from banks only for temporary or emergency
(not leveraging) purposes in an amount up to 15% of the value of a series'
total assets (including the amount borrowed) based on the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time
the borrowing is made. While borrowings exceed 5% of the value of the
series' total assets, such series will not make any additional investments.
8. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the series net assets would
be so invested.
Illiquid Securities. When purchasing securities that have not been
registered under the Securities Act of 1933, as amended, and are not
readily marketable, the Fund will endeavor to obtain the right to
registration at the expense of the issuer. Generally, there will be a
lapse of time between each series' decision to sell any such security and
the registration of the security permitting sale. During any such period,
the price of the securities will be subject to market fluctuations.
However, if a substantial market of qualified institutional buyers develops
pursuant to Rule 144A under the Securities Act of 1933, as amended, for
certain unregistered securities held by the series, the series intend to
treat such securities as liquid securities in accordance with procedures
approved by the Fund's Board. Because it is not possible to predict with
assurance how the market for restricted securities pursuant to Rule 144A
will develop, the Fund's Board has directed the Manager to monitor
carefully the series' investments in such securities with particular regard
to trading activity, availability of reliable price information and other
relevant information. The extent that, for a period of time, qualified
institutional buyers cease purchasing restricted securities pursuant to
Rule 144A, each series' investing in such securities may have the effect of
increasing the level of illiquidity in such series' portfolio during such
period.
