GENERAL MONEY MARKET FUND INC, 497, 2000-12-15

GENERAL MONEY MARKET FUND INC
497, 2000-12-15

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General Money Market Funds

General Money Market Fund

General Government Securities Money Market Fund

General Treasury Prime Money Market Fund

General Municipal Money Market Fund

General California Municipal Money Market Fund

General New York Municipal Money Market Fund

Investing in high quality, short-term securities for current income, safety of
principal and liquidity

PROSPECTUS April 1, 2000

As revised, December 16, 2000

CLASS A SHARES

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

General California Municipal
Money Market Fund 10

General New York Municipal
Money Market Fund 12

Management 14

Financial Highlights 15

Your Investment
--------------------------------------------------------------------------------

Account Policies 18

Distributions and Taxes 20

Services for Fund Investors 21

Instructions for Regular Accounts 22

Instructions for IRAs 23

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

Each fund is a money market mutual fund with a separate investment portfolio.
The operations and results of a fund are unrelated to those of each other fund.
This combined prospectus has been prepared for your convenience so that you can
consider six investment choices in one document.

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Generally, each fund is required to invest at least 95% of its assets in the
securities of issuers with the highest credit rating or the unrated equivalent
as determined by Dreyfus, with the remainder invested in securities with the
second-highest credit rating.

An investment in a fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although each fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in a fund.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

(pound) maintain an average dollar-weighted portfolio maturity of 90 days or
less

(pound) buy individual securities that have remaining maturities of 13 months or
less

(pound) invest only in high quality, dollar-denominated obligations

CREDIT RATING: a measure of the issuer's expected ability to make all required
interest and principal payments in a timely manner. An issuer with the highest
credit rating has a very strong degree of certainty (or safety) with respect to
making all payments. An issuer with the second-highest credit rating has a
strong capacity to make all payments, but the degree of safety is somewhat less

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMMXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital. To pursue this goal, the fund invests in a diversified
portfolio of high quality, short-term debt securities, including the following:

(pound) securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities

(pound) certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

(pound) repurchase agreements

(pound) asset-backed securities

(pound) domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or
variable rates of interest

(pound) dollar-denominated obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

(pound) the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and
regulatory developments relating to the banking industry

(pound) the risks generally associated with dollar-denominated foreign
investments, such as economic and political developments, seizure or
nationalization of deposits, imposition of taxes or other restrictions
on the payment of principal and interest

2
<PAGE 2>

PAST PERFORMANCE

The bar chart and table below show some of the risks of investing in Class A.
The bar chart shows the changes in the fund's performance from year to year. The
table shows the fund's average annual total return over time. Of course, past
performance is no guarantee of future results.
--------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

7.71 5.84 3.39 2.58 3.51 5.44 4.83 4.99 4.93 4.59
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '90 +1.90%

WORST QUARTER: Q3 '93 +0.63%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.30%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

1 Year 5 Years 10 Years
--------------------------------------------------------------------------------

4.59% 4.96% 4.77%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for Class A in the table below. Annual fund operating
expenses are paid out of fund assets, so their effect is included in the share
price.
--------------------------------------------------------------------------------

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.04%

Other expenses 0.04%
--------------------------------------------------------------------------------

TOTAL 0.78%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------------------------------------------

$80 $249 $433 $966
</TABLE>

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. The figures
shown would be the same whether you sold your shares at the end of a period or
kept them. Because actual return and expenses will be different, the example is
for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

RULE 12B-1 FEE: the fee paid to the fund's distributor for distributing Class A
shares, servicing shareholder accounts and advertising and marketing relating to
the fund. Because this fee is paid out of the fund's assets on an ongoing basis,
over time it will increase the cost of your investment and may cost you more
than paying other types of sales charges.

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for shareholder account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GGSXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

A security backed by the U.S. Treasury or the full faith and credit of the
United States is guaranteed only as to the timely payment of interest and
principal when held to maturity. The current market prices for such securities
are not guaranteed and will fluctuate. The fund is subject to the risk that
interest rates could rise sharply, causing the fund's share price to drop.

4
<PAGE 4>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

7.51 5.66 3.47 2.71 3.69 5.36 4.79 4.86 4.83 4.46
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '90 +1.85%

WORST QUARTER: Q3 '93 +0.66%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

1 Year 5 Years 10 Years
--------------------------------------------------------------------------------

4.46% 4.86% 4.73%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.02%

Other expenses 0.04%
--------------------------------------------------------------------------------

TOTAL 0.76%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Expense example

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------

$78 $243 $422 $942
</TABLE>

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for shareholder account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

6
<PAGE 6>

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.05%

Other expenses 0.05%
--------------------------------------------------------------------------------

TOTAL 0.80%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$82 $255

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for shareholder account service and maintenance.

OTHER EXPENSES: estimated fees to be paid by the fund for miscellaneous items
such as transfer agency, custody, professional and registration fees.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
----------------------
Ticker Symbol: GTMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax, to the extent consistent with the preservation of capital and the
maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its net
assets in municipal obligations that provide income exempt from federal personal
income tax. The fund also may invest in high quality, short-term structured
notes, which are derivative instruments whose value is tied to underlying
municipal obligations. Structured notes typically are purchased in privately
negotiated transactions from financial institutions. When the portfolio manager
believes that acceptable municipal obligations are unavailable for investment,
the fund may invest temporarily in high quality, taxable money market
instruments. Municipal obligations are typically of two types:

(pound) GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

(pound) REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service or
highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

Derivative securities, such as structured notes, can be highly volatile, and the
possibility of default by the financial institution or counterparty may be
greater for these securities than for other types of money market instruments.

Although the fund's objective is to generate income exempt from federal income
tax, interest from some of its holdings may be subject to the federal
alternative minimum tax. In addition, the fund occasionally may invest in
taxable money market instruments.

8
<PAGE 8>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

5.53 4.19 2.62 2.05 2.40 3.42 2.93 3.15 2.98 2.74
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '90 +1.40%

WORST QUARTER: Q1 '94 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.64%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

1 Year 5 Years 10 Years
--------------------------------------------------------------------------------

2.74% 3.04% 3.20%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for Class A in the table below. Annual fund operating
expenses are paid out of fund assets, so their effect is included in the share
price. The fund has no sales charge (load) or Rule 12b-1 distribution fees for
Class A.
--------------------------------------------------------------------------------

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Shareholder services fee 0.02%

Other expenses 0.06%
--------------------------------------------------------------------------------

TOTAL 0.58%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------------------------------------------

$59 $186 $324 $726
</TABLE>

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for shareholder account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

General Municipal Money Market Fund 9

General California Municipal Money Market Fund
----------------------
Ticker Symbol: GCAXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal and California
state personal income taxes, to the extent consistent with the preservation of
capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its net
assets in municipal obligations that provide income exempt from federal and
California state personal income taxes. The fund also may invest in high
quality, short-term structured notes, which are derivative instruments whose
value is tied to underlying municipal obligations. Structured notes typically
are purchased in privately negotiated transactions from financial institutions.
When the portfolio manager believes that acceptable California municipal
obligations are unavailable for investment, the fund may invest in securities
that may be subject to California state income tax, but are free from federal
income tax. Municipal obligations are typically of two types:

(pound) GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

(pound) REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service or
highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

(pound) California's economy and revenues underlying its municipal obligations
may decline

(pound) the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

Although the fund's objective is to generate income exempt from federal and
California state income taxes, interest from some of its holdings may be subject
to the federal alternative minimum tax. In addition, the fund occasionally may
invest in taxable money market instruments and/or municipal bonds that are
exempt only from federal personal income tax.

The fund is non-diversified, which means that a relatively high percentage of
the fund's assets may be invested in a limited number of issuers. Therefore, its
performance may be more vulnerable to changes in the market value of a single
issuer or a group of issuers.

10
<PAGE 10>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

5.93 4.66 2.90 2.30 2.57 3.22 2.84 2.99 2.73 2.46
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '90 +1.48%

WORST QUARTER: Q1 '94 +0.51%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.23%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

1 Year 5 Years 10 Years
--------------------------------------------------------------------------------

2.46% 2.85% 3.26%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for Class A in the table below. Annual fund operating
expenses are paid out of fund assets, so their effect is included in the share
price. The fund has no sales charge (load) or Rule 12b-1 distribution fees for
Class A.
--------------------------------------------------------------------------------

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Shareholder services fee 0.04%

Other expenses 0.07%
--------------------------------------------------------------------------------

TOTAL 0.61%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Expense example

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------

$62 $195 $340 $762
</TABLE>

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for shareholder account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

General California Municipal Money Market Fund 11

General New York Municipal Money Market Fund
-----------------------
Ticker Symbol: GNMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal, New York state
and New York city personal income taxes, to the extent consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its net
assets in municipal obligations that provide income exempt from federal, New
York state and New York city personal income taxes. The fund also may invest in
high quality, short-term structured notes, which are derivative instruments
whose value is tied to underlying municipal obligations. Structured notes
typically are purchased in privately negotiated transactions from financial
institutions. When the portfolio manager believes that acceptable New York
municipal obligations are unavailable for investment, the fund may invest in
securities that may be subject to New York state and New York city income taxes,
but are free from federal income tax. Municipal obligations are typically of two
types:

(pound) GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

(pound) REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service or
highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

(pound) New York's economy and revenues underlying its municipal obligations
may decline

(pound) the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

Although the fund's objective is to generate income exempt from federal, New
York state and New York city income taxes, interest from some of its holdings
may be subject to the federal alternative minimum tax. In addition, the fund
occasionally may invest in taxable money market instruments and/or municipal
bonds that are exempt only from federal personal income tax.

12
<PAGE 12>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

5.76 4.28 2.63 1.97 2.46 3.28 2.79 3.00 2.73 2.48
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '90 +1.45%

WORST QUARTER: Q1 '93 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.50%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

1 Year 5 Years 10 Years
--------------------------------------------------------------------------------

2.48% 2.86% 3.13%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for Class A in the table below. Annual fund operating
expenses are paid out of fund assets, so their effect is included in the share
price. The fund has no sales charge (load) or Rule 12b-1 distribution fees for
Class A.
--------------------------------------------------------------------------------

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Shareholder services fee 0.10%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 0.68%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Expense example

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------

$69 $218 $379 $847
</TABLE>

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for shareholder account service and maintenance.

OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.

General New York Municipal Money Market Fund 13

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at an annual rate of 0.50% of the
fund's average daily net assets. Dreyfus is the primary mutual fund business of
Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.

Each fund, Dreyfus and Dreyfus Service Corporation (each fund's distributor)
have adopted a code of ethics that permits its personnel, subject to such code,
to invest in securities, including securities that may be purchased or held by
the fund. The Dreyfus code of ethics restricts the personal securities
transactions of its employees, and requires portfolio managers and other
investment personnel to comply with the code's preclearance and disclosure
procedures. Its primary purpose is to ensure that personal trading by Dreyfus
employees does not disadvantage any Dreyfus-managed fund.

14
<PAGE 14>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of the Class A shares of each fund
(except General Treasury Prime Money Market Fund) for the periods indicated. As
a new fund, financial highlights information was not available for General
Treasury Prime Money Market Fund as of November 30, 1999. "Total return" shows
how much your investment in the fund would have increased (or decreased) during
each period, assuming you had reinvested all dividends and distributions. These
figures have been independently audited by Ernst & Young LLP, whose report,
along with the fund's financial statements, is included in the annual report.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,

GENERAL MONEY MARKET FUND 1999 1998 1997(1) 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 1.00

Investment operations:

Investment income -- net .044 .049 .041 .047 .053 .037

Distributions:

Dividends from investment
income -- net (.044) (.049) (.041) (.047) (.053) (.037)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.53 4.98 4.99(2) 4.81 5.42 3.75
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .78 .77 .88(2) .84 .86 .94

Ratio of net investment income
to average net assets (%) 4.44 4.88 4.89(2) 4.71 5.28 3.68

Decrease reflected in above expense
ratios due to actions by Dreyfus (%) -- -- -- -- .01 .04
--------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 863,981 835,706 903,313 764,119 654,581 572,116

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) ANNUALIZED.

TEN MONTHS ENDED
GENERAL GOVERNMENT SECURITIES YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,
MONEY MARKET FUND 1999 1998 1997(1) 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 1.00

Investment operations:

Investment income -- net .043 .048 .040 .047 .052 .038

Distributions:

Dividends from investment
income -- net (.043) (.048) (.040) (.047) (.052) (.038)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.42 4.88 4.84(2) 4.75 5.35 3.90
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .76 .77 .82(2) .82 .84 .83

Ratio of net investment income
to average net assets (%) 4.35 4.77 4.78(2) 4.65 5.22 3.82
---------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 610,511 539,878 510,289 519,861 530,054 513,345

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) ANNUALIZED.
</TABLE>

Financial Highlights 15

FINANCIAL HIGHLIGHTS (CONTINUED)

YEAR ENDED NOVEMBER 30,

GENERAL MUNICIPAL MONEY MARKET FUND 1999 1998 1997 1996 1995
-------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations:

Investment income -- net .027 .030 .031 .029 .034

Distributions:

Dividends from investment income -- net (.027) (.030) (.031) (.029) (.034)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.71 3.02 3.14 2.97 3.41
-------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .58 .60 .62 .66 .66

Ratio of net investment income to average net assets (%) 2.68 2.98 3.09 2.93 3.35
---------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 285,849 280,398 273,058 256,862 294,379

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FOUR MONTHS ENDED
GENERAL CALIFORNIA MUNICIPAL YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JULY 31,
MONEY MARKET FUND 1999 1998 1997(1) 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 1.00

Investment operations:

Investment income -- net .024 .027 .010 .029 .029 .031

Distributions:

Dividends from investment
income -- net (.024) (.027) (.010) (.029) (.029) (.031)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.44 2.78 2.96(2) 2.95 2.94 3.14
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .61 .64 .70(2) .64 .65 .52

Ratio of net investment income
to average net assets (%) 2.42 2.74 2.97(2) 2.91 2.91 3.07

Decrease reflected in above expense
ratios due to actions by Dreyfus (%) -- -- -- -- -- .11
--------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 523,890 335,726 361,102 327,226 390,155 463,404

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO NOVEMBER 30.
(2) ANNUALIZED.
</TABLE>

16
<PAGE 16>

GENERAL NEW YORK MUNICIPAL YEAR ENDED NOVEMBER 30,
MONEY MARKET FUND 1999 1998 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations:

Investment income -- net .024 .027 .029 .028 .032

Distributions:

Dividends from investment income -- net (.024) (.027) (.029) (.028) (.032)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.45 2.77 2.98 2.84 3.28
-------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .68 .68 .66 .68 .58

Ratio of net investment income to average net assets (%) 2.42 2.74 2.94 2.80 3.23

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) -- -- -- -- .05
------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 378,115 405,054 440,750 507,537 636,013
</TABLE>

Financial Highlights 17

Your Investment

ACCOUNT POLICIES

Buying shares

GENERAL FUNDS are designed primarily for people who are investing through a
third party such as a bank, broker-dealer or financial adviser. Third parties
with whom you open a fund account may impose policies, limitations and fees
which are different than those described here.

APPLICABLE TO GENERAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND AND GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

YOUR PRICE FOR FUND SHARES is the fund's net asset value (NAV), which is
generally calculated twice a day, at 5:00 p.m. and 8:00 p.m., every day the New
York Stock Exchange or the fund's transfer agent is open. Your order will be
priced at the next NAV calculated after your order is accepted by the fund's
transfer agent or other authorized entity. Each fund's investments are valued
based on amortized cost.

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 12:00 noon,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 12:00 noon, you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 5:00 p.m. and Federal Funds
are received by 6:00 p.m., the shares will be purchased at the NAV determined at
5:00 p.m. and will receive the dividend declared that day. If such an order is
made after 5:00 p.m. but by 8:00 p.m., and Federal Funds are received by 11:00
a.m. the next business day, the shares will be purchased at the NAV determined
at 8:00 p.m. and will begin to accrue dividends on the next business day. All
times are Eastern time.

APPLICABLE TO GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL MUNICIPAL
MONEY MARKET FUND AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY:

YOUR PRICE FOR FUND SHARES is the fund's net asset value (NAV), which is
generally calculated three times a day, at 12:00 noon, 2:00 p.m. and 8:00 p.m.,
every day the New York Stock Exchange or the fund's transfer agent is open. Your
order will be priced at the next NAV calculated after your order is accepted by
the fund's transfer agent or other authorized entity. Each fund's investments
are valued based on amortized cost.

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the next NAV
determined after the telephone order is accepted and will receive the dividend
declared that day. If such an order is made after 2:00 p.m., but by 8:00 p.m.,
and Federal Funds are received by 11:00 a.m. the next business day, the shares
will be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

18
<PAGE 18>

BECAUSE THE MUNICIPAL MONEY MARKET FUNDS seek tax-exempt income, they are not
recommended for purchase in IRAs or other qualified plans.
--------------------------------------------------------------------------------

Minimum investments

Initial Additional
--------------------------------------------------------------------------------

REGULAR ACCOUNTS $2,500 $100; $500 FOR
TELETRANSFER INVESTMENTS

TRADITIONAL IRAS $750 NO MINIMUM

SPOUSAL IRAS $750 NO MINIMUM

ROTH IRAS $750 NO MINIMUM

EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR

DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on discounts or premiums reflected in their purchase price. This method of
valuation is designed to permit a fund to maintain a stable NAV.

Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME through your financial representative,
or you can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Any certificates representing fund shares being sold must be
returned with your redemption request. Your order will be processed promptly and
you will generally receive the proceeds within a week.

BEFORE SELLING OR WRITING A CHECK against shares recently purchased by check,
TeleTransfer or Automatic Asset Builder, please note that:

(pound) if you send a written request to sell such shares, the fund may delay
selling the shares for up to eight business days following the purchase
of those shares

(pound) the fund will not honor redemption checks, or process wire, telephone
or TeleTransfer redemption requests, for up to eight business days
following the purchase of those shares

--------------------------------------------------------------------------------

Limitations on selling shares by phone

Proceeds
sent by Minimum Maximum
--------------------------------------------------------------------------------

CHECK NO MINIMUM $250,000 PER DAY

WIRE $1,000 $500,000 FOR JOINT ACCOUNTS
EVERY 30 DAYS

TELETRANSFER $500 $500,000 FOR JOINT ACCOUNTS
EVERY 30 DAYS

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

(pound) amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days

(pound) requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.

Your Investment 19

ACCOUNT POLICIES (CONTINUED)

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

EACH FUND RESERVES THE RIGHT TO:

(pound) refuse any purchase or exchange request that could adversely affect
the fund or its operations, including those from any individual or
group who, in the fund's view, is likely to engage in excessive
trading (usually defined as more than four exchanges out of the fund
within a calendar year)

(pound) refuse any purchase or exchange request in excess of 1% of the fund's
total assets

(pound) change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

(pound) change its minimum investment amounts

(pound) delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

Each fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).

Small account policies

To offset the relatively higher costs of servicing smaller accounts, the
California Municipal Money Market Fund and New York Municipal Money Market Fund
charge regular accounts with balances below $2,000 an annual fee of $12. The fee
will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; accounts participating in automatic
investment programs; and accounts opened through a financial institution.

With respect to any fund, if your account falls below $500, the fund may ask you
to increase your balance. If it is still below $500 after 45 days, the fund may
close your account and send you the proceeds.

DISTRIBUTIONS AND TAXES

EACH FUND USUALLY PAYS ITS SHAREHOLDERS dividends from its net investment income
once a month, and distributes any net realized securities gains once a year.
Your dividends and distributions will be reinvested in the fund unless you
instruct the fund otherwise. There are no fees or sales charges on
reinvestments.

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

EACH MUNICIPAL MONEY MARKET FUND anticipates that, under normal market
conditions, virtually all of its income dividends will be exempt from federal
and, as to California Municipal Money Market Fund, California, and as to New
York Municipal Money Market Fund, New York state and New York city, personal
income taxes. However, any dividends and distributions from taxable investments
are taxable as ordinary income.

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Concepts to understand

DIVIDENDS AND DISTRIBUTIONS: income or interest paid by a fund's portfolio
investments and passed on to fund shareholders. These are calculated on a
per-share basis: each share earns the same rate of return, so the more fund
shares you own, the higher your distribution.

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

20
<PAGE 20>

SERVICES FOR FUND INVESTORS

THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all. Consult your financial representative for more
information on the availability of these services and privileges.

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-645-6561.
--------------------------------------------------------------------------------

For investing

DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.

DREYFUS PAYROLL For making automatic investments
SAVINGS PLAN through a payroll deduction.

DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.

DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
--------------------------------------------------------------------------------

For exchanging shares

DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
--------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds.

24-hour automated account access

YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you -- by calling 1-800-645-6561.

Checkwriting privilege

YOU MAY WRITE REDEMPTION CHECKS against your account in amounts of $500 or more.
These checks are free; however, a fee will be charged if you request a stop
payment or if the transfer agent cannot honor a redemption check due to
insufficient funds or another valid reason. Please do not postdate your checks
or use them to close your account.

Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one Dreyfus fund into another. You can request your exchange in writing or
by phone. Be sure to read the current prospectus for any fund into which you are
exchanging before investing. Any new account established through an exchange
will have the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may be charged
a sales load when exchanging into any fund that has one.

Dreyfus TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up TeleTransfer
on your account by providing bank account information and following the
instructions on your application.

Account statements

EVERY FUND INVESTOR AUTOMATICALLY RECEIVES regular account statements. You will
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs. Here's where you call for
information:

(pound) for traditional, rollover, Roth and Education IRAs,
call 1-800-645-6561

(pound) for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910

Your Investment 21

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387
Providence, RI 02940-9387

By Telephone

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:

* General California Municipal
Money Market Fund
DDA# 8900052163
* General New York Municipal
Money Market Fund
DDA# 8900052171
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable

Call us to obtain an account number.
Return your application with the account
number on the application.

Automatically

WITH AN INITIAL INVESTMENT Indicate
on your application which automatic service(s)
you want. Return your application
with your investment.

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write
your account number on your check.

Mail the slip and the check to:
The Dreyfus Family of Funds
P.O. Box 105 Newark,
New Jersey 07101-0105

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:

* General California Municipal
Money Market Fund
DDA# 8900052163
* General New York Municipal
Money Market Fund
DDA# 8900052171
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

TELETRANSFER Request TeleTransfer on your
application. Call us to request your
transaction.

ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials.

TO SELL SHARES

Write a redemption check OR letter
of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other
documentation, if required (see "Account
Policies -- Selling Shares").

Mail your request to:
The Dreyfus Family of Funds
P.O. Box 9671
Providence, RI 02940-9671

WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.

TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.

CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.

AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.

Be sure to maintain an account balance of $5,000 or more.

22
<PAGE 22>

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company,
Custodian P.O. Box 6427
Providence, RI 02940-6427

By Telephone
______

Automatically
______

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write
your account number on your check.
Indicate the year the contribution is for.

Mail the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* fund name and DDA#
* General Money Market Fund
DDA# 8900051957
* General Government Securities
Money Market Fund
DDA# 8900052414
* General Treasury Prime
Money Market Fund
DDA# 8900403349
* the share class
* your account number
* name of investor
* the contribution year
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

TO SELL SHARES

Write a redemption check OR letter
of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other
documentation, if required (see "Account
Policies -- Selling Shares").

Mail your request to:
The Dreyfus Trust Company
P.O. Box 6427
Providence, RI 02940-6427
__________

SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

Your Investment 23

NOTES

For More Information

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Municipal Money Market Fund
----------------------------------
SEC file number: 811-3481

General California Municipal
Money Market Fund
----------------------------------
SEC file number: 811-4871

General New York Municipal
Money Market Fund
-----------------------------------
SEC file number: 811-4870

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

Provides more details about each fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).

To obtain information:

BY TELEPHONE Call your financial representative or 1-800-645-6561

BY MAIL Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

ON THE INTERNET Text-only versions of certain fund documents can be viewed
online or downloaded from: http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (for information, call 1-202-942-8090) or, after paying a
duplicating fee, by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.

General Money Market Funds

General Money Market Fund

General Government Securities Money Market Fund

General Treasury Prime Money Market Fund

General Municipal Money Market Fund

General California Municipal Money Market Fund

General New York Municipal Money Market Fund

Investing in high quality, short-term securities for current income, safety of
principal and liquidity

PROSPECTUS April 1, 2000
As revised, December 16, 2000

CLASS B SHARES

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

General California Municipal
Money Market Fund 10

General New York Municipal
Money Market Fund 12

Management 14

Financial Highlights 15

Your Investment
--------------------------------------------------------------------------------

Account Policies 18

Distributions and Taxes 20

Services for Fund Investors 21

Instructions for Regular Accounts 22

Instructions for IRAs 23

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

(pound) maintain an average dollar-weighted portfolio maturity of 90 days or
less

(pound) buy individual securities that have remaining maturities of 13 months or
less

(pound) invest only in high quality, dollar-denominated obligations

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMBXX

GOAL/APPROACH

(pound) securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities

(pound) certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

(pound) repurchase agreements

(pound) asset-backed securities

(pound) domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or
variable rates of interest

(pound) dollar-denominated obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

(pound) the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and
regulatory developments relating to the banking industry

PAST PERFORMANCE

The bar chart and table below show some of the risks of investing in Class B.
The bar chart shows the changes in the fund's performance from year to year. The
table shows the fund's average annual total return over time. Of course, past
performance is no guarantee of future results.
--------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.68 4.84 4.73 4.37
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.22%

WORST QUARTER: Q2 '99 +1.02%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.37% 4.74%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described for Class B in the table below. Annual fund operating
expenses are paid out of fund assets, so their effect is included in the share
price.
--------------------------------------------------------------------------------

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$105 $328 $569 $1,259
</TABLE>

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations. For the fiscal year ended
November 30, 1999, Dreyfus assumed certain fund expenses pursuant to an
undertaking, reducing total expenses from 1.03% to 1.00%. This undertaking was
voluntary.

RULE 12B-1 FEE: the fee paid to the fund's distributor for distributing Class B
shares. Because this fee is paid out of the fund's assets on an ongoing basis,
over time it will increase the cost of your investment and may cost you more
than paying other types of sales charges.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

OTHER EXPENSES: a fee of 0.05% paid by the fund for sub-accounting services
provided by third parties and fees paid by the fund for miscellaneous items such
as transfer agency, custody, professional and registration fees.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GSBXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.60 4.69 4.61 4.21
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.18%

WORST QUARTER: Q2 '99 +0.98%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 3.94%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.21% 4.61%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$105 $328 $569 $1,259
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$107 $334

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

OTHER EXPENSES: a fee of 0.05% paid by the fund for sub-accounting services
provided by third parties and estimated fees to be paid by the fund for
miscellaneous items such as transfer agency, custody, professional and
registration fees.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
-----------------------
Ticker Symbol: GBMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax to the extent consistent with the preservation of capital and the
maintenance of liquidity.

(pound) GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

(pound) REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service or
highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.66 2.86 2.60 2.35
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.76%

WORST QUARTER: Q1 '99 +0.52%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.34%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

2.35% 2.68%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$107 $334 $579 $1,283
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Municipal Money Market Fund 9

General California Municipal Money Market Fund
----------------------
Ticker Symbol: GENXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal and California
state personal income taxes to the extent consistent with the preservation of
capital and the maintenance of liquidity.

(pound) GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

(pound) REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service or
highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

(pound) California's economy and revenues underlying its municipal obligations
may decline

(pound) the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.48 2.62 2.34 2.09
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.71%

WORST QUARTER: Q1 '99 +0.44%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 1.93%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (8/1/95)
--------------------------------------------------------------------------------

2.09% 2.42%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$110 $343 $595 $1,317
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General California Municipal Money Market Fund 11

General New York Municipal Money Market Fund
----------------------
Ticker Symbol: GNYXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal, New York state
and New York city personal income taxes to the extent consistent with the
preservation of capital and the maintenance of liquidity.

(pound) GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

(pound) REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service or
highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

(pound) interest rates could rise sharply, causing the fund's share price to
drop

(pound) any of the fund's holdings could have its credit rating downgraded or
could default

(pound) New York's economy and revenues underlying its municipal obligations
may decline

(pound) the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.51 2.70 2.42 2.16
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.70%

WORST QUARTER: Q1 '99 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.27%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (9/8/95)
--------------------------------------------------------------------------------

2.16% 2.48%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$110 $343 $595 $1,317
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General New York Municipal Money Market Fund 13

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at the annual rate of 0.50% of
the fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

FINANCIAL HIGHLIGHTS

The following tables describe the performance of the Class B shares of each fund
(except General Treasury Prime Money Market Fund) for the periods indicated. As
a new fund, financial highlights information was not available for General
Treasury Prime Money Market Fund as of November 30, 1999. "Total return" shows
how much your investment in the fund would have increased (or decreased) during
each period, assuming you had reinvested all dividends and distributions. These
figures have been independently audited by Ernst & Young LLP, whose report,
along with the fund's financial statements, is included in the annual report.

<TABLE>

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,
GENERAL MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .042 .047 .039 .046 .043

Distributions: Dividends from investment
income -- net (.042) (.047) (.039) (.046) (.043)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.32 4.78 4.83(3) 4.65 5.18(3)
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 1.00 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.24 4.66 4.78(3) 4.56 5.00(3)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) .03 .06 .05(3) .07 .07(3)
--------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 3,056,844 2,427,332 1,231,132 369,205 50,446

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .041 .046 .038 .045 .042

Distributions: Dividends from investment
income -- net (.041) (.046) (.038) (.045) (.042)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.17 4.66 4.69(3) 4.58 5.04(3)
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 .97 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.09 4.55 4.60(3) 4.48 5.01(3)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) .03 .05 .05(3) .08 .10(3)
--------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 659,185 645,984 364,845 90,175 58

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

Financial Highlights 15

FINANCIAL HIGHLIGHTS (CONTINUED)

YEAR ENDED NOVEMBER 30,
GENERAL MUNICIPAL MONEY MARKET FUND 1999 1998 1997 1996 1995(1)
------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .023 .026 .028 .027 .020

Distributions: Dividends from investment income -- net (.023) (.026) (.028) (.027) (.020)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.31 2.64 2.86 2.70 3.01(2)
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .96 .95 .85 1.10(2)

Ratio of net investment income to average net assets (%) 2.29 2.59 2.87 2.65 2.83(2)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) .07 .09 .16 .29 .09(2)
--------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 376,104 377,636 263,008 17,491 3,024

(1) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

FOUR MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JULY 31,
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .020 .024 .009 .026 .025

Distributions: Dividends from
investment income -- net (.020) (.024) (.009) (.026) (.025)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.06 2.39 2.57(3) 2.61 2.56
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .95 1.00 1.00(3) 1.00 1.00

Ratio of net investment income to average net assets (%) 2.06 2.34 2.62(3) 2.52 2.45

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) .13 .07 .13(3) .07 .08
--------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 17,314 8,760 2,669 928 5,475

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO NOVEMBER 30.
(2) FROM AUGUST 1, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JULY 31, 1996.
(3) ANNUALIZED.

YEAR ENDED NOVEMBER 30,
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND 1999 1998 1997 1996 1995(1)
-------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .021 .024 .027 .025 .006

Distributions: Dividends from investment income -- net (.021) (.024) (.027) (.025) (.006)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.12 2.47 2.68 2.55 2.82(2)
----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .98 .95 .95 1.04(2)

Ratio of net investment income to average net assets (%) 2.14 2.44 2.64 2.47 3.64(2)

Decrease reflected in above expense ratios
due to actions by Dreyfus (%) .10 .08 .08 .16 --
------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 93,287 46,997 42,169 36,199 --

(1) FROM SEPTEMBER 8, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.
</TABLE>

Financial Highlights 17

Your Investment

ACCOUNT POLICIES

Buying shares

APPLICABLE TO GENERAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND AND GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

APPLICABLE TO GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL MUNICIPAL
MONEY MARKET FUND AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY:

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the NAV determined
after the telephone order is accepted and will receive the dividend declared
that day. If such an order is made after 2:00 p.m., but by 8:00 p.m., and
Federal Funds are received by 11:00 a.m. the next business day, the shares will
be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

BECAUSE THE MUNICIPAL MONEY MARKET FUNDS seek tax-exempt income, they are not
recommended for purchase in IRAs or other qualified retirement plans.
--------------------------------------------------------------------------------

Minimum investments

Initial Additional
--------------------------------------------------------------------------------

REGULAR ACCOUNTS $2,500 $100; $500 FOR
TELETRANSFER INVESTMENTS

TRADITIONAL IRAS $750 NO MINIMUM

SPOUSAL IRAS $750 NO MINIMUM

ROTH IRAS $750 NO MINIMUM

EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR

DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable NAV.

Selling shares

BEFORE SELLING OR WRITING A CHECK against shares recently purchased by check,
TeleTransfer or Automatic Asset Builder, please note that:

(pound) if you send a written request to sell such shares, the fund may delay
selling the shares for up to eight business days
following the purchase of those shares

(pound) the fund will not honor redemption checks, or process wire, telephone
or TeleTransfer redemption requests, for up to eight business days
following the purchase of those shares

--------------------------------------------------------------------------------

Limitations on selling shares by phone

Proceeds
sent by Minimum Maximum
--------------------------------------------------------------------------------

CHECK NO MINIMUM $250,000 PER DAY

WIRE $1,000 $500,000 FOR JOINT ACCOUNTS
EVERY 30 DAYS

TELETRANSFER $500 $500,000 FOR JOINT ACCOUNTS
EVERY 30 DAYS

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

(pound) amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days

(pound) requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

Your Investment 19

ACCOUNT POLICIES (CONTINUED)

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

EACH FUND RESERVES THE RIGHT TO:

(pound) refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group
who, in the fund's view, is likely to engage in excessive trading
(usually defined as more than four exchanges out of the fund within a
calendar year)

(pound) refuse any purchase or exchange request in excess of 1% of the fund's
total assets

(pound) change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

(pound) change its minimum investment amounts

(pound) delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

Small account policies

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Concepts to understand

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

SERVICES FOR FUND INVESTORS

Automatic services

For investing

DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.

DREYFUS PAYROLL For making automatic investments
SAVINGS PLAN through a payroll deduction.

DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.

For exchanging shares

DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
--------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds.

24-hour automated account access

Checkwriting privilege

Exchange privilege

Dreyfus TeleTransfer privilege

Account statements

EVERY FUND INVESTOR AUTOMATICALLY RECEIVES regular account statements. You will
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs. Here's where you call for
information:

(pound) for traditional, rollover, Roth and Education IRAs,
call 1-800-645-6561

(pound) for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910

Your Investment 21

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387
Providence, RI 02940-9387

By Telephone

WIRE Have your bank send your
investment to The Bank of New York, with these instructions:

* ABA# 021000018
* fund name and DDA#
* General Money Market Fund
DDA# 8900051957
* General Government Securities
Money Market Fund
DDA# 8900052414
* General Treasury Prime
Money Market Fund
DDA# 8900403349
* General Municipal Money Market Fund
DDA# 8900052376
* General California Municipal
Money Market Fund
DDA# 8900052163
* General New York Municipal
Money Market Fund
DDA# 8900052171
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable

Call us to obtain an account number.
Return your application with the account
number on the application.

Automatically

WITH AN INITIAL INVESTMENT Indicate
on your application which automatic
service(s) you want. Return your
application with your investment.

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your
account number on your check.

Mail the slip and the check to:
The Dreyfus Family of Funds
P.O. Box 105
Newark, New Jersey 07101-0105

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* fund name and DDA#
* General Money Market Fund
DDA# 8900051957
* General Government Securities Money Market Fund
DDA# 8900052414
* General Treasury Prime Money Market Fund
DDA# 8900403349
* General Municipal Money Market Fund
DDA# 8900052376
* General California Municipal Money Market Fund
DDA# 8900052163

* General New York Municipal Money Market Fund
DDA# 8900052171
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

TELETRANSFER Request TeleTransfer on your
application. Call us to request your transaction.

ALL SERVICES Call us or your financial
representative to request a form to add any
automatic investing service (see "Services
for Fund Investors"). Complete and return
the form along with any other required
materials.

TO SELL SHARES

Write a redemption check OR letter of
instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other
documentation, if required (see "Account
Policies -- Selling Shares").

Mail your request to:
The Dreyfus Family of Funds
P.O. Box 9671
Providence, RI 02940-9671

WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.

TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.

CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.

AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.

Be sure to maintain an account balance of $5,000 or more.

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

Complete an IRA application, making sure
to specify the fund name and to indicate
the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427

By Telephone
________

Automatically
________

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your
account number on your check. Indicate
the year the contribution is for.

Mail in the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427

WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* fund name and DDA#
* General Money Market Fund
DDA# 8900051957
* General Government Securities Money Market Fund
DDA# 8900052414
* General Treasury Prime Money Market Fund
DDA# 8900403349
* the share class
* your account number
* name of investor
* the contribution year
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but insert
"1111" before your account number.

ALL SERVICES Call us or your financial
representative to request a form to add any
automatic investing service (see "Services for
Fund Investors"). Complete and return the
form along with any other required materials.
All contributions will count as current year.

TO SELL SHARES

Write a redemption check OR letter of
instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other
documentation, if required (see "Account
Policies -- Selling Shares").

Mail in your request to:
The Dreyfus Trust Company
P.O. Box 6427
Providence, RI02940-6427
__________

SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

Your Investment 23

NOTES

For More Information

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Municipal
Money Market Fund
----------------------------------
SEC file number: 811-3481

General California Municipal
Money Market Fund
----------------------------------
SEC file number: 811-4871

General New York Municipal
Money Market Fund
-----------------------------------
SEC file number: 811-4870

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

To obtain information:

BY TELEPHONE
Call your financial representative or 1-800-645-6561

BY MAIL Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

ON THE INTERNET Text-only versions of certain fund documents can be viewed
online or downloaded from:
http://www.sec.gov

--------------------------------------------------------------------------------

GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND
GENERAL MONEY MARKET FUND, INC.
GENERAL TREASURY PRIME MONEY MARKET FUND
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
GENERAL MUNICIPAL MONEY MARKET FUND
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
CLASS A AND CLASS B SHARES

STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 2000
As Revised, December 16, 2000

--------------------------------------------------------------------------------

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current combined
Prospectus for Class A or Class B shares of General Government Securities
Money Market Fund (the "Government Money Fund"), General Money Market Fund,
Inc. (the "Money Fund"), General Treasury Prime Money Market Fund (the
"Treasury Money Fund"), General California Municipal Money Market Fund (the
"California Municipal Fund"), General Municipal Money Market Fund (the
"National Municipal Fund") and General New York Municipal Money Market Fund
(the "New York Municipal Fund") (each, a "Fund" and collectively, the
"Funds"), dated April 1, 2000, as it may be revised from time to time. To
obtain a copy of the Prospectus for Class A or Class B shares of a Fund,
please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call one of the following numbers:

Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1396
Outside the U.S. -- Call 516-794-5452

The most recent Annual and Semi-Annual Report to Shareholders of each
Fund are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and reports of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information. When requesting a
copy of this Statement of Additional Information, you will receive the
report(s) for the Fund(s) in which you are a shareholder.

Each Fund is a separate investment portfolio with operations and
results that are unrelated to those of each other Fund. The Government Money
Fund and the Treasury Money Fund are separate series of General Government
Securities Money Market Funds, Inc. (the "Government Company"). The National
Municipal Fund is a separate series of General Municipal Money Market Funds,
Inc. (the "Municipal Company"). This combined Statement of Additional
Information has been provided for your convenience to provide you with the
opportunity to consider six investment choices in one document.

TABLE OF CONTENTS

Page

Description of The Funds...................................................B-3
Management of The Funds....................................................B-20
Management Arrangements....................................................B-25
How to Buy Shares..........................................................B-29
Service Plan and Distribution Plan.........................................B-32
Shareholder Services Plans.................................................B-34
How to Redeem Shares.......................................................B-35
Shareholder Services.......................................................B-38
Determination of Net Asset Value...........................................B-42
Dividends, Distributions and Taxes.........................................B-43
Yield Information..........................................................B-45
Portfolio Transactions.....................................................B-47
Information about The Funds................................................B-48
Counsel and Independent Auditors...........................................B-49
Appendix A.................................................................B-50
Appendix B.................................................................B-53
Appendix C.................................................................B-57
Appendix D.................................................................B-76
Appendix E.................................................................B-107

DESCRIPTION OF THE FUNDS

Each of the Government Company, the Money Fund and the Municipal
Company is a Maryland corporation formed on April 8, 1982, April 8, 1982 and
May 15, 1981, respectively. Each of the California Municipal Fund and the
New York Municipal Fund is a Massachusetts business trust that commenced
operations on March 10, 1987 and December 2, 1986, respectively.

Each Fund is an open-end management investment company, known as a
money market mutual fund. Each of the Government Money Fund, the Money Fund,
the Treasury Money Fund and the National Municipal Fund is a diversified
fund, which means that, with respect to 75% of its total assets, the Fund
will not invest more than 5% of its assets in the securities of any single
issuer. Each of the other Funds is a non-diversified fund, which means that
the proportion of the Fund"s assets that may be invested in the securities of
a single issuer is not limited by the Investment Company Act of 1940, as
amended (the "1940 Act").

The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.

Dreyfus Service Corporation (the "Distributor") is the distributor of
each Fund's shares.

Certain Portfolio Securities

The following information supplements and should be read in conjunction
with the Funds' Prospectus.

U.S. Government Securities. (Government Money Fund, Money Fund and
Treasury Money Fund) The Treasury Money Market Fund only invests in
securities issued or guaranteed by the U.S. Government. Each of the
Government Money Fund and Money Fund may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, which
include Treasury securities that differ in their interest rates, maturities
and times of issuance. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities are supported by the full faith and
credit of the Treasury; others by the right of the issuer to borrow from the
Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
only by the credit of the agency or instrumentality. These securities bear
fixed, floating or variable rates of interest. Interest may fluctuate based
on generally recognized reference rates or the relationship of rates. While
the U.S. Government currently provides financial support to such U.S.
Government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so, since it is not so obligated by law.

Repurchase Agreements. (Government Money Fund and Money Fund) Each of
these Funds may enter into repurchase agreements. In a repurchase agreement,
the Fund buys, and the seller agrees to repurchase, a security at a mutually
agreed upon time and price (usually within seven days). The repurchase
agreement thereby determines the yield during the purchaser's holding period,
while the seller's obligation to repurchase is secured by the value of the
underlying security. The Fund's custodian or sub-custodian will have custody
of, and will hold in a segregated account, securities acquired by the Fund
under a repurchase agreement. Repurchase agreements are considered by the
staff of the Securities and Exchange Commission to be loans by the Fund
entering into them. Repurchase agreements could involve risks in the event
of a default or insolvency of the other party to the agreement, including
possible delays or restrictions upon the Fund's ability to dispose of the
underlying securities. In an attempt to reduce the risk of incurring a loss
on a repurchase agreement, the Fund will enter into repurchase agreements
only with domestic banks with total assets in excess of $1 billion, or
primary government securities dealers reporting to the Federal Reserve Bank
of New York, with respect to securities of the type in which the Fund may
invest, and will require that additional securities be deposited with it if
the value of the securities purchased should decrease below the resale
price.

Bank Obligations. (Money Fund) The Money Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks, domestic savings and loan associations and other banking institutions.

Certificates of deposit ("CDs") are negotiable certificates evidencing
the obligation of a bank to repay funds deposited with it for a specified
period of time.

Time deposits ("TDs") are non-negotiable deposits maintained in a
banking institution for a specified period of time (in no event longer than
seven days) at a stated interest rate.

Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and the drawer to pay the face amount
of the instrument upon maturity. The other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or variable
interest rates.

As a result of Federal and state laws and regulations, domestic banks
whose CDs may be purchased by the Fund are, among other things, generally
required to maintain specified levels of reserves, and are subject to other
supervision and regulation designed to promote financial soundness. Domestic
commercial banks organized under Federal law are supervised and examined by
the Comptroller of the Currency and are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal Deposit
Insurance Corporation (the "FDIC"). Domestic banks organized under state law
are supervised and examined by state banking authorities but are members of
the Federal Reserve System only if they elect to join. In addition, state
banks whose CDs may be purchased by the Money Fund are insured by the Bank
Insurance Fund administered by the FDIC (although such insurance may not be
of material benefit to the Fund, depending upon the principal amount of the
CDs of each bank held by the Fund) and are subject to Federal examination and
to a substantial body of Federal law and regulation. However, not all of
such laws and regulations apply to the foreign branches of domestic banks.

Obligations of foreign branches of domestic banks, foreign subsidiaries
of domestic banks and domestic and foreign branches of foreign banks may be
general obligations of the parent banks in addition to the issuing branch, or
may be limited by the terms of a specific obligation and governmental
regulation. Such obligations are subject to different risks than are those
of domestic banks. These risks include foreign economic and political
developments, foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign exchange
controls and foreign withholding and other taxes on interest income. These
foreign branches and subsidiaries are not necessarily subject to the same or
similar regulatory requirements as apply to domestic banks, such as mandatory
reserve requirements, loan limitations, and accounting, auditing and
financial recordkeeping requirements. In addition, less information may be
publicly available about a foreign branch of a domestic bank or about a
foreign bank than about a domestic bank.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal and state
regulation as well as governmental action in the country in which the foreign
bank has its head office. A domestic branch of a foreign bank with assets in
excess of $1 billion may be subject to reserve requirements imposed by the
Federal Reserve System or by the state in which the branch is located if the
branch is licensed in that state.

In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified percentage
of the aggregate amount of liabilities of the foreign bank payable at or
through all of its agencies or branches within the state. The deposits of
Federal or State Branches generally must be insured by the FDIC if such
branches take deposits of less than $100,000.

In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign branches of domestic banks, by foreign subsidiaries
of domestic banks, by foreign branches of foreign banks or by domestic
branches of foreign banks, the Manager carefully evaluates such investments
on a case-by-case basis.

The Fund may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than $1 billion in
assets, the deposits of which are insured by the FDIC, provided the Fund
purchases any such CD in a principal amount of no more than $100,000, which
amount would be fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the FDIC. Interest payments on
such a CD are not insured by the FDIC. The Fund will not own more than one
such CD per such issuer.

Commercial Paper. (Money Fund) The Money Fund may purchase commercial
paper consisting of short-term, unsecured promissory notes issued to finance
short-term credit needs. The commercial paper purchased by the Fund will
consist only of direct obligations issued by domestic and foreign entities.
The other corporate obligations in which the Fund may invest consist of high
quality, U.S. dollar denominated short-term bonds and notes (including
variable amount master demand notes) issued by domestic and foreign
corporations, including banks.

Floating and Variable Rate Obligations. (Money Fund) The Money Fund
may purchase floating and variable rate demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than
30 days' notice. Variable rate demand notes include master demand notes
which are obligations that permit the Fund to invest fluctuating amounts, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand.

Participation Interests. (Money Fund) The Money Fund may purchase
from financial institutions participation interests in securities in which
the Fund may invest. A participation interest gives the Fund an undivided
interest in the security in the proportion that the Fund's participation
interest bears to the total principal amount of the security. These
instruments may have fixed, floating or variable rates of interest, with
remaining maturities of 13 months or less. If the participation interest is
unrated, or has been given a rating below that which is permissible for
purchase by the Fund, the participation interest will be backed by an
irrevocable letter of credit or guarantee of a bank, or the payment
obligation otherwise will be collateralized by U.S. Government securities,
or, in the case of unrated participation interests, the Manager must have
determined that the instrument is of comparable quality to those instruments
in which the Fund may invest.

Asset-Backed Securities. (Money Fund) The Money Fund may purchase
asset-backed securities, which are securities issued by special purpose
entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and,
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institution providing the credit support.

Municipal Obligations. (California Municipal Fund, National Municipal
Fund and New York Municipal Fund (collectively, the "Municipal Funds")) Each
Municipal Fund will invest at least 80% of the value of its net assets
(except when maintaining a temporary defensive position) in Municipal
Obligations. Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations
are classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that do not
carry the pledge of the credit of the issuing municipality, but generally are
guaranteed by the corporate entity on whose behalf they are issued. Notes
are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest.
Certain Municipal Obligations are subject to redemption at a date earlier
than their stated maturity pursuant to call options, which may be separated
from the related Municipal Obligation and purchased and sold separately.

With respect to the National Municipal Fund, for the purpose of
diversification under the 1940 Act, the identification of the issuer of
Municipal Obligations depends on the terms and conditions of the security.
When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from those of the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if that
bond is backed only by the assets and revenues of the non-governmental user,
then such non-governmental user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity
guarantees a security, such a guaranty would be considered a separate
security and will be treated as an issue of such government or other entity.

The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a particular
offering, maturity of the obligation and rating of the issue.

Certain Tax Exempt Obligations. (Municipal Funds) Each Municipal Fund may
purchase floating and variable rate demand notes and bonds, which are tax
exempt obligations ordinarily having stated maturities in excess of 13
months, but which permit the holder to demand payment of principal at any
time or at specified intervals not exceeding 13 months, in each case upon not
more than 30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit the Fund to invest fluctuating
amounts, at varying rates of interest, pursuant to direct arrangements
between the Fund, as lender, and the borrower. These obligations permit
daily changes in the amount borrowed. Because these obligations are direct
lending arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value, plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.

Derivative Products. (National Municipal Fund) The National Municipal Fund
may purchase various derivative products whose value is tied to underlying
Municipal Obligations. The Fund will purchase only those derivative products
that are consistent with its investment objective and policies and comply
with the quality, maturity and diversification standards of Rule 2a-7 under
the 1940 Act. The principal types of derivative products are described below.

(1) Tax Exempt Participation Interests. Tax exempt participation
interests (such as industrial development bonds and municipal lease/purchase
agreements) give the Fund an undivided interest in a Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. Participation interests may
have fixed, floating or variable rates of interest, and are frequently backed
by an irrevocable letter of credit or guarantee of a bank.

(2) Tender Option Bonds. Tender option bonds grant the holder an
option to tender an underlying Municipal Obligation at par plus accrued
interest at specified intervals to a financial institution that acts as a
liquidity provider. The holder of a tender option bond effectively holds a
demand obligation that bears interest at the prevailing short-term tax-exempt
rate.

(3) Custodial Receipts. In a typical custodial receipt arrangement,
an issuer of a Municipal Obligation deposits it with a custodian in exchange
for two classes of custodial receipts. One class has the characteristics of
a typical auction rate security, where at specified intervals its interest
rate is adjusted and ownership changes. The other class's interest rate also
is adjusted, but inversely to changes in the interest rate of the first class.

(4) Structured Notes. Structured notes typically are purchased in
privately negotiated transactions from financial institutions. When the Fund
purchases a structured note, it will make a payment of principal to the
counterparty. Some structured notes have a guaranteed repayment of principal
while others place a portion (or all) of the principal at risk. The
possibility of default by the counterparty or its credit provider may be
greater for structured notes than for other types of money market
instruments.

Stand-By Commitments. (Municipal Funds) Each Municipal Fund may acquire
"stand-by commitments" with respect to Municipal Obligations held in its
portfolio. Under a stand-by commitment, the Fund obligates a broker, dealer
or bank to repurchase, at the Fund's option, specified securities at a
specified price and, in this respect, stand-by commitments are comparable to
put options. The exercise of a stand-by commitment, therefore, is subject to
the ability of the seller to make payment on demand. The Fund will acquire
stand-by commitments solely to facilitate its portfolio liquidity and does
not intend to exercise its rights thereunder for trading purposes. The Fund
may pay for stand-by commitments if such action is deemed necessary, thus
increasing to a degree the cost of the underlying Municipal Obligation and
similarly decreasing such security's yield to investors. Gains realized in
connection with stand-by commitments will be taxable.

Ratings of Municipal Obligations. (Municipal Funds) Each Municipal Fund may
invest only in those Municipal Obligations which are rated in one of the two
highest rating categories for debt obligations by at least two rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.

The average distribution of investments (at value) in Municipal
Obligations (including notes) by ratings as of the fiscal year ended
November 30, 1999, computed on a monthly basis, was as follows:
<TABLE>

Fitch IBCA, Duffs Moody's Standard & Poor's California National New York
& Phelps Investors Ratings Services Municipal Municipal Municipal
("Fitch") or Service, Inc. or ("S&P") Fund Fund Fund
("Moody's")
------------------- ------------------ ----------------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>

F1+/F1 VMIG1/MIG1, P1 SP1+/SP1, A1+/A1 95.3% 94.2% 93.8%
F2+/F2 VMIG2/MIG2, P2 SP2+/SP2 0.2% -- --
AAA/AA Aaa/Aa AAA/AA 2.6% 2.3% 0.5%
Not Rate Not Rated Not Rated 1.9%* 3.5%* 5.7%*
100.0% 100.0% 100.0%

--------
* Included in the Not Rated category are securities which, while not rated,
have been determined by the Manager to be of comparable quality to securities
in the VMIG1/MIG1 or SP-1+/SP-1 rating categories.

</TABLE>

If, subsequent to its purchase by the Fund, (a) an issue of rated
Municipal Obligations ceases to be rated in the highest rating category by at
least two rating organizations (or one rating organization if the instrument
was rated by only one such organization) or the Fund's Board determines that
it is no longer of comparable quality or (b) the Manager becomes aware that
any portfolio security not so highly rated or any unrated security has been
given a rating by any rating organization below the rating organization's
second highest rating category, the Fund's Board will reassess promptly
whether such security presents minimal credit risk and will cause the Fund to
take such action as it determines is in the best interest of the Fund and its
shareholders; provided that the reassessment required by clause (b) is not
required if the portfolio security is disposed of or matures within five
business days of the Manager becoming aware of the new rating and the Fund's
Board is subsequently notified of the Manager's actions.

To the extent that the ratings given by Moody's, S&P or Fitch
(collectively, the "Rating Agencies") for Municipal Obligations may change as
a result of changes in such organizations or their rating systems, each Fund
will attempt to use comparable ratings as standards for its investments in
accordance with its stated investment policies contained in the Funds'
Prospectus and this Statement of Additional Information. The ratings of the
Rating Agencies represent their opinions as to the quality of the Municipal
Obligations which they undertake to rate. It should be emphasized, however,
that ratings are relative and subjective and are not absolute standards of
quality. Although these ratings may be an initial criterion for selection of
portfolio investments, the Manager also will evaluate these securities and
the creditworthiness of the issuers of such securities.

Taxable Investments. (Municipal Funds) From time to time, on a
temporary basis other than for temporary defensive purposes (but not to
exceed 20% of the value of the Fund's net assets) or for temporary defensive
purposes, each Municipal Fund may invest in taxable short-term investments
("Taxable Investments") consisting of: notes of issuers having, at the time
of purchase, a quality rating within the two highest grades of a Rating
Agency; obligations of the U.S. Government, its agencies or
instrumentalities; commercial paper rated not lower than P-2 by Moody's, A-2
by S&P or F-2 by Fitch; certificates of deposit of U.S. domestic banks,
including foreign branches of domestic banks, with assets of $1 billion or
more; time deposits; bankers' acceptances and other short-term bank
obligations; and repurchase agreements in respect of any of the foregoing.
Dividends paid by the Fund that are attributable to income earned by the Fund
from Taxable Investments will be taxable to investors. Except for temporary
defensive purposes, at no time will more than 20% of the value of the Fund's
net assets be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. When the California Municipal Fund or the New York Municipal
Fund has adopted a temporary defensive position, including when acceptable
California or New York Municipal Obligations, respectively, are unavailable
for investment by the relevant Fund, in excess of 35% of the Fund's net
assets may be invested in securities that are not exempt from California or
New York State and New York City income taxes, respectively. Under normal
market conditions, the Fund anticipates that not more than 5% of the value of
its total assets will be invested in any one category of Taxable Investments.

Investment Companies. (Municipal Funds) Each Municipal Fund may
invest in securities issued by other investment companies to the extent
consistent with its investment objective. Under the 1940 Act, a Fund's
investment in such securities, subject to certain exceptions, currently is
limited to (i) 3% of the total voting stock of any one investment company,
(ii) 5% of the Fund's total assets with respect to any one investment company
and (iii) 10% of the Fund's total assets in the aggregate. Investments in
the securities of other investment companies may involve duplication of
advisory fees and certain other expenses.

Illiquid Securities. (All Funds) Each Fund 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 Fund's
investment objective. These securities may include securities that are not
readily marketable, such as 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
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.

Investment Techniques

In addition to the principal investment strategies discussed in the
Funds' Prospectus, the Funds also may engage in the investment techniques
described below.

Borrowing Money. (All Funds) Each Fund may borrow money from banks
for temporary or emergency (not leveraging) purposes in an amount up to 15%
of the value of its total assets (including the amount borrowed) valued at
the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While such borrowings exceed 5%
of the value of a Fund's total assets, the Fund will not make any additional
investments.

Forward Commitments. (Municipal Funds) Each Municipal Fund may
purchase Municipal Obligations and other securities on a forward commitment
or when-issued basis, which means that delivery and payment take place a
number of days after the date of the commitment to purchase. The payment
obligation and the interest rate receivable on a forward commitment or
when-issued security are fixed when the Fund enters into the commitment, but
the Fund does not make payment until it receives delivery from the
counterparty. The Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. The Fund
will segregate permissible liquid assets at least equal at all times to the
amount of the purchase commitment.

Municipal Obligations and other securities purchased on a forward
commitment or when-issued basis are subject to changes in value (generally
changing in the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's perception of
the creditworthiness of the issuer and changes, real or anticipated, in the
level of interest rates. Securities purchased on a forward commitment or
when-issued basis may expose a Fund to risks because they may experience such
fluctuations prior to their actual delivery. Purchasing securities on a
when-issued basis can involve the additional risk that the yield available in
the market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Purchasing securities on a forward
commitment or when-issued basis when a Fund is fully or almost fully invested
may result in greater potential fluctuation in the value of the Fund's net
assets and its net asset value per share.

Investment Considerations and Risks

Bank Securities. (Money Fund) To the extent the Money Fund's
investments are concentrated in the banking industry, the Fund will have
correspondingly greater exposure to the risk factors which are characteristic
of such investments. Sustained increases in interest rates can adversely
affect the availability or liquidity and cost of capital funds for a bank's
lending activities, and a deterioration in general economic conditions could
increase the exposure to credit losses. In addition, the value of and the
investment return on the Fund's shares could be affected by economic or
regulatory developments in or related to the banking industry, which industry
also is subject to the effects of competition within the banking industry as
well as with other types of financial institutions. The Fund, however, will
seek to minimize its exposure to such risks by investing only in debt
securities which are determined to be of high quality.

Foreign Securities. (Money Fund) Since the Money Fund's portfolio may
contain securities issued by foreign governments, or any of their political
subdivisions, agencies or instrumentalities, and by foreign subsidiaries and
foreign branches of domestic banks, domestic and foreign branches of foreign
banks, and commercial paper issued by foreign issuers, the Fund may be
subject to additional investment risks with respect to those securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers, although such obligations
may be higher yielding when compared to the securities of U.S. domestic
issuers. Such risks include possible future political and economic
developments, seizure or nationalization of foreign deposits, imposition of
foreign withholding taxes on interest income payable on the securities,
establishment of exchange controls or adoption of other foreign governmental
restrictions which might adversely affect the payment of principal and
interest on these securities.

Investing in Municipal Obligations. (Municipal Funds) Each Municipal
Fund may invest more than 25% of the value of its total assets in Municipal
Obligations which are related in such a way that an economic, business or
political development or change affecting one such security also would affect
the other securities; for example, securities the interest upon which is paid
from revenues of similar types of projects. As a result, each of these Funds
may be subject to greater risk as compared to a fund that does not follow
this practice.

Certain municipal lease/purchase obligations in which the Municipal
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, the Manager will consider, on an
ongoing basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.

Certain provisions in the Internal Revenue Code of 1986, as amended
(the "Code"), relating to the issuance of Municipal Obligations may reduce
the volume of Municipal Obligations qualifying for Federal tax exemption.
One effect of these provisions could be to increase the cost of the Municipal
Obligations available for purchase by the Fund and thus reduce available
yield. Shareholders should consult their tax advisers concerning the effect
of these provisions on an investment in the Fund. Proposals that may
restrict or eliminate the income tax exemption for interest on Municipal
Obligations may be introduced in the future. If any such proposal were
enacted that would reduce the availability of Municipal Obligations for
investment by the Fund so as to adversely affect Fund shareholders, the Fund
would reevaluate its investment objective and policies and submit possible
changes in the Fund's structure to shareholders for their consideration. If
legislation were enacted that would treat a type of Municipal Obligation as
taxable, the Fund would treat such security as a permissible Taxable
Investment within the applicable limits set forth herein.

Investing in California Municipal Obligations. (California Municipal
Fund) Since the California Municipal Fund is concentrated in securities
issued by California or entities within California, an investment in the Fund
may involve greater risk than investments in certain other types of money
market funds. You should consider carefully the special risks inherent in
the Fund's investment in California Municipal Obligations. You should review
"Appendix C" which sets forth information relating to investing in California
Municipal Obligations.

Investing in New York Municipal Obligations. (New York Municipal Fund)
Since the New York Municipal Fund is concentrated in securities issued by New
York or entities within New York, an investment in the Fund may involve
greater risk than investments in certain other types of money market funds.
You should consider carefully the special risks inherent in the Fund's
investment in New York Municipal Obligations. You should review "Appendix D"
which sets forth information relating to investing in New York Municipal
Obligations.

Simultaneous Investments. (All Funds) Investment decisions for each
Fund are made independently from those of other investment companies advised
by the Manager. If, however, such other investment companies desire to
invest in, or dispose of, the same securities as a Fund, available
investments or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or the price
paid or received by the Fund.

Investment Restrictions

Government Money Fund. The Government Money Fund's investment
objective is a fundamental policy, which cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. In addition, the Government Money Fund has
adopted investment restrictions numbered 1 through 10 as fundamental
policies. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. The Government Money Fund may not:

1. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds.

2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's 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 Fund's
total assets, the Fund will not make any additional investments.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options.

5. Underwrite the securities of other issuers.

6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.

7. Make loans to others (except through the purchase of debt
obligations referred to in the Fund's Prospectus and this Statement of
Additional Information).

8. Invest in companies for the purpose of exercising control.

9. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.

10. Invest more than 25% of its assets in the securities of issuers
in any industry, provided that there shall be no limitation on investments in
obligations issued or guaranteed as to principal and interest by the U.S.
Government.

11. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.

12. 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 Fund's net assets would
be so invested.

* * * * *

Treasury Money Fund. The Treasury Money Fund's investment objective is
a fundamental policy, which cannot be changed without approval by the holders
of a majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. In addition, the Treasury Money Fund has adopted investment
restrictions numbered 1 through 9 as fundamental policies. Investment
restrictions numbered 10 and 11 are not fundamental policies and may be
changed by vote of a majority of the Fund's Board members at any time. The
Treasury Money Fund may not:

1. Invest in commodities.

2. Borrow money, except for temporary or emergency (not leveraging)
purposes in an amount up to 15% of the value of the Fund's 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 Fund's total assets,
the Fund will not make any additional investments.

3. Purchase or sell securities on margin.

4. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act).

5. Act as underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.

6. Purchase, hold or deal in real estate, or oil, gas, or other
mineral leases or exploration or development programs, but the Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest in or deal in real estate.

7. Make loans to others, except through the purchase of debt
obligations.

8. Invest more than 5% of its assets in the obligations of any one
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations. This restriction does not
apply to the purchase of U.S. Government securities.

9. Invest more than 25% of its assets in the securities of issuers
in any industry, provided that there shall be no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government.

10. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.

11. Enter into repurchase agreements.

* * * * *

Money Fund. The Money Fund's investment objective is a fundamental
policy, which cannot be changed without approval by the holders of a majority
(as defined in the 1940 Act) of the Fund's outstanding voting shares. In
addition, the Money Fund has adopted investment restrictions numbered 1
through 12 as fundamental policies. Investment restriction number 13 is not
a fundamental policy and may be changed by vote of a majority of the Fund's
Board members at any time. The Money Fund may not:

1. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds (except through the purchase of
debt obligations referred to in the Fund's Prospectus and this Statement of
Additional Information).

3. Pledge its assets, except in an amount up to 15% of the value of
its total assets but only to secure borrowings for temporary or emergency
purposes.

4. Sell securities short.

5. Write or purchase put or call options.

6. Underwrite the securities of other issuers.

7. Purchase or sell real estate investment trust securities,
commodities, or oil and gas interests.

8. Make loans to others (except through the purchase of debt
obligations referred to in the Fund's Prospectus and this Statement of
Additional Information).

9. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the commercial paper of any one
issuer. Notwithstanding the foregoing, to the extent required by the rules
of the Securities and Exchange Commission, the Fund will not invest more than
5% of its assets in the obligations of any one bank.

10. Invest less than 25% of its assets in securities issued by banks
or invest more than 25% of its assets in the securities of issuers in any
other industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

11. Invest in companies for the purpose of exercising control.

12. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.

13. 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 Fund's net assets would
be so invested.

* * * * *

California Municipal Fund. The California Municipal Fund's investment
objective is a fundamental policy, which cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. In addition, the California Municipal Fund has
adopted investment restrictions numbered 1 through 5 as fundamental
policies. Investment restrictions numbered 6 through 10 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. The California Municipal Fund may not:

1. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's total assets).

2. Act as underwriter of securities of other issuers, except (i) the
Fund may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take advantage
of the lower purchase price available, and (ii) to the extent the Fund may be
deemed an underwriter under the Securities Act of 1933, as amended, by virtue
of disposing of portfolio securities.

3. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests, but
this shall not prevent the Fund from investing in Municipal Obligations
secured by real estate or interests therein.

4. Lend any security or make loans to others if, as a result, more
than 33-1/3% of its total assets would be lent to others, except that this
limitation does not apply to the purchase of qualified debt obligations and
the entry into repurchase agreements.

5. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such
limitation on the purchase of Municipal Obligations and, for temporary
defensive purposes, securities issued by domestic banks and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

6. Sell securities short or purchase securities on margin.

7. Invest in companies for the purpose of exercising control.

8. Invest in securities of other investment companies, except to the
extent permitted under the 1940 Act.

9. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.

10. 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 Fund's net assets would be
so invested.

* * * * *

National Municipal Fund. The National Municipal Fund's investment
objective is a fundamental policy, which cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. In addition, the National Municipal Fund has
adopted investment restrictions numbered 1 through 7 as fundamental
policies. Investment restrictions numbered 8 through 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. The National Municipal Fund may not:

1. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's total assets).

5. Invest more than 25% of its assets in the securities of issuers
in any single industry; provided that there shall be no limitation on the
purchase of Municipal Obligations and, for defensive purposes, securities
issued by banks and obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

6. Purchase more than 10% of the voting securities of any issuer.
This restriction applies only with respect to 75% of the Fund's total assets.

7. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund' total assets may be
invested, and securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities may be purchased, without regard to any such
limitations. Notwithstanding the foregoing, to the extent required by the
rules of the Securities and Exchange Commission, the Fund will not invest
more than 5% of its assets in the obligations of any one bank, except that up
to 25% of the value of the Fund's total assets may be invested without regard
to such limitation.

8. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings and in
connection with the purchase of securities on a when-issued or forward
commitment basis.

9. Sell securities short or purchase securities on margin.

10. Invest in companies for the purpose of exercising control.

11. Invest in securities of other investment companies, except to the
extent permitted under the 1940 Act.

* * * * *
New York Municipal Fund. The New York Municipal Fund's investment
objective is a fundamental policy, which cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. In addition, the New York Municipal Fund has
adopted investment restrictions numbered 1 through 5 as fundamental
policies. Investment restrictions numbered 6 through 10 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. The New York Municipal Fund may not:

1. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's total assets).

6. Sell securities short or purchase securities on margin.

7. Invest in companies for the purpose of exercising control.

8. Invest in securities of other investment companies, except to the
extent permitted under the 1940 Act.

9. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.

* * * * *

Municipal Funds. For purposes of Investment Restriction No. 5 for each
Municipal Fund, industrial development bonds, where the payment of principal
and interest is the ultimate responsibility of companies within the same
industry, are grouped together as an industry.

All Funds. If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
restriction.

MANAGEMENT OF THE FUNDS

Each Fund's Board is responsible for the management and supervision of
the Fund. The Board approves all significant agreements between the Fund and
those companies that furnish services to the Fund. These companies are as
follows:

The Dreyfus Corporation.....................Investment Adviser
Dreyfus Service Corporation.................Distributor
Dreyfus Transfer, Inc.......................Transfer Agent
The Bank of New York........................Custodian

Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five years,
are shown below.

Board Members of the Funds

JOSEPH S. DiMARTINO. Since January 1995, Chairman of the Board of various
funds in the Dreyfus Family of Funds. He also is a director of The
Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to
health and other benefit programs, Carlyle Industries, Inc. (formerly,
Belding Heminway Company, Inc.), a button packager and distributor,
Century Business Services, Inc. (formerly, International Alliance
Services, Inc.), a provider of various outsourcing functions for small
and medium sized companies, The Newark Group, a privately held company
providing a national network of paper recovery facilities, paperboard
mills and paperboard converting plants, and QuikCAT.com, Inc., a
private company engaged in the development of high speed movement,
routing, storage and encryption of data across cable, wireless and all
other modes of data transport. For more than five years prior to
January 1995, he was President, a director and, until August 1994,
Chief Operating Officer of the Manager and Executive Vice President and
a director of the Distributor. From August 1994 until December 31,
1994, he was a director of Mellon Financial Corporation. He is 57 years
old and his address is 200 Park Avenue, New York, New York 10166.

CLIFFORD L. ALEXANDER, JR., Board Member. Chairman of the Board and Chief
Executive Officer of The Dun & Bradstreet Corporation and President of
Alexander & Associates, Inc., a management consulting firm. From 1977
to 1981, Mr. Alexander served as Secretary of the Army and Chairman of
the Board of the Panama Canal Company, and from 1975 to 1977, he was a
member of the Washington, D.C. law firm of Verner, Liipfert, Bernhard,
McPherson and Alexander. He is a director of American Home Products
Corporation, IMS Health, a service provider of marketing information
and information technology, MCI WorldCom and Mutual of America Life
Insurance Company and TLC Beatrice International Holdings, Inc. He is
67 years old and his address is 400 C Street, N.E., Washington, D.C.
20002.

PEGGY C. DAVIS, Board Member. Shad Professor of Law, New York
University School of Law. Professor Davis has been a member of
the New York University law faculty since 1983. Prior to that
time, she served for three years as a judge in the courts of New
York State; was engaged for eight years in the practice of law,
working in both corporate and non-profit sectors; and served for
two years as a criminal justice administrator in the government
of the City of New York. She writes and teaches in the fields of
evidence, constitutional theory, family law, social sciences and
the law, legal process and professional methodology and
training. She is 56 years old and her address is c/o New York
University School of Law, 40 Washington Square South, New York,
New York 10012.

ERNEST KAFKA, Board Member. A physician engaged in private practice
specializing in the psychoanalysis of adults and adolescents. Since
1981, he has served as an Instructor at the New York Psychoanalytic
Institute and, prior thereto, held other teaching positions. He is
Associate Clinical Professor of Psychiatry at Cornell Medical School.
For more than the past five years, Dr. Kafka has held numerous
administrative positions and has published many articles on subjects in
the field of psychoanalysis. He is 67 years old and his address is 23
East 92nd Street, New York, New York 10128.

NATHAN LEVENTHAL, Board Member. President of Lincoln Center for the
Performing Arts, Inc. Mr. Leventhal was Deputy Mayor for Operations of
New York City from September 1979 until March 1984 and Commissioner of
the Department of Housing Preservation and Development of New York City
from February 1978 to September 1979. Mr. Leventhal was an associate
and then a member of the New York law firm of Poletti Freidin Prashker
Feldman and Gartner from 1974 to 1978. He was Commissioner of Rent and
Housing Maintenance for New York City from 1972 to 1973. Mr. Leventhal
served as Chairman of Citizens Union, an organization which strives to
reform and modernize city and state government from June 1994 until
June 1997. He is 56 years old and his address is 70 Lincoln Center
Plaza, New York, New York 10023-6583.

Each Fund has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Fund for election to the
Fund's Board.

Currently, each Fund pays its Board members its allocated portion of an
annual retainer of $50,000 and a fee of $6,500 per meeting ($500 per
telephone meeting) attended for the Fund and 14 other funds (comprised of 27
portfolios) in the Dreyfus Family Funds, and reimburses them for their
expenses. The Chairman of the Board receives an additional 25% of such
compensation. Emeritus Board members are entitled to receive an annual
retainer and per meeting fee of one-half the amount paid to them as Board
members. The aggregate amount of compensation paid to each Board member by
each Fund indicated below for the fiscal year ended November 30, 1999, and by
all funds in the Dreyfus Family of Funds for which such person is a Board
member (the number of portfolios of such funds is set forth in parenthesis
next to each Board member's total compensation)* for the year ended December
31, 1999, pursuant to the compensation schedule then in effect, are set forth
below.

Total Compensation
Aggregate From Funds and
Compensation Fund Complex Paid
Name of Board Member and Fund from the Fund** To Board Member

JOSEPH S. DiMARTINO $642,177 (189)

Government Money Fund $6,250
Money Fund $6,250
California Municipal Fund $4,688
National Municipal Fund*** $6,250
New York Municipal Fund $4,688

CLIFFORD L. ALEXANDER, JR. $85,378 (43)

Government Money Fund $5,000
Money Fund $5,000
California Municipal Fund $3,750
National Municipal Fund*** $5,000
New York Municipal Fund $3,750

PEGGY C. DAVIS $68,378 (29)

Government Money Fund $5,000
Money Fund $5,000
California Municipal Fund $3,750
National Municipal Fund*** $5,000
New York Municipal Fund $3,750

ERNEST KAFKA $68,378.00 (29)

Government Money Fund $5,000
Money Fund $5,000
California Municipal Fund $3,750
National Municipal Fund*** $5,000
New York Municipal Fund $3,750

SAUL B. KLAMAN**** $68,378 (29)

Government Money Fund $5,000
Money Fund $5,000
California Municipal Fund $3,750
National Municipal Fund*** $5,000
New York Municipal Fund $3,750

NATHAN LEVENTHAL $68,378 (29)

Government Money Fund $5,000
Money Fund $5,000
California Municipal Fund $3,750
National Municipal Fund*** $5,000
New York Municipal Fund $3,750

_____________________________________
* Represents the number of separate portfolios comprising the investment
companies in the Fund complex, including the Funds, for which the Board
members serve.

** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $2,726 for the Government Money Fund,
$2,092 for the Money Fund, $1,340 for the California Municipal Fund,
$1,575 for the National Municipal Fund and $1,502 for the New York
Municipal Fund, for all Board members as a group.

*** The National Municipal Fund, for the period shown, was one of two
separate series of General Municipal Money Market Funds, Inc. As of
December 2000, the National Municipal Fund was the only series offered.

**** Emeritus Board member as of January 18, 2000.

Officers of the Funds

STEPHEN E. CANTER, President. President, Chief Operating Officer, Chief
Investment Officer and a director of the Manager, and an officer of
other investment companies managed by the Manager. Mr. Canter also is
a Director or an Executive Committee Member of the other investment
management subsidiaries of Mellon Financial Corporation, each of which
is an affiliate of the Manager. He is 55 years old.

MARK N. JACOBS, Vice President. Vice President, Secretary and General
Counsel of the Manager, and an officer of other investment companies
managed by the Manager. He is 54 years old.

JOSEPH CONNOLLY, Vice President and Treasurer. Director - Mutual Fund
Accounting of the Manager, and an officer of other investment companies
managed by the Manager. He is 43 years old.

STEVEN F. NEWMAN, Secretary. Associate General Counsel and Assistant
Secretary of the Manager, and an officer of other investment companies
managed by the Manager. He is 51 years old.

MICHAEL A. ROSENBERG, Assistant Secretary. Associate General Counsel of the
Manager, and an officer of other investment companies managed by the
Manager. He is 40 years old.

JANETTE E. FARRAGHER, Assistant Secretary. Associate General Counsel of the
Manager, and an officer of other investment companies managed by the
Manager. She is 38 years old.

MICHAEL CONDON, Assistant Treasurer. Senior Treasury Manager of the Manager,
and an officer of other investment companies managed by the Manager.
He is 38 years old.

The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.

Each Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on March 1, 2000.

Set forth in "Appendix E" to this Statement of Additional Information
are the shareholders known by each Fund (as indicated) to own of record 5% or
more of such Fund's Class A or Class B shares outstanding on March 1, 2000.
A shareholder who beneficially owns, directly or indirectly, more than 25% of
the Fund's voting securities may be deemed a "control person" (as defined in
the 1940 Act) of the Fund.

MANAGEMENT ARRANGEMENTS

Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial
Corporation ("Mellon"). Mellon is a global multibank financial holding
company incorporated under Pennsylvania law in 1971 and registered under the
Federal Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets. Mellon is among the twenty largest bank
holding companies in the United States based on total assets.

The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") between the Fund and
the Manager. As to each Fund, the Agreement is subject to annual approval by
(i) the Fund's Board or (ii) vote of a majority (as defined in the 1940 Act)
of the Fund's outstanding voting securities, provided that in either event
the continuance also is approved by a majority of the Fund's Board members
who are not "interested persons" (as defined in the 1940 Act) of the Fund or
the Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Fund, the Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board or by vote of the holders of
a majority of the Fund's shares or, upon not less than 90 days' notice, by
the Manager. Each Agreement will terminate automatically, as to the relevant
Fund, in the event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional and a
director, Lawrence S. Kash, Vice Chairman; J. David Officer, Vice Chairman
and a director; Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls,
Jr., Executive Vice President; Stephen R. Byers, Senior Vice-President;
Patrice M. Kozlowski, Senior Vice President--Corporate Communications; Mark
N. Jacobs, Vice President, General Counsel and Secretary; Diane P. Durnin,
Vice President--Product Development; Mary Beth Leibig, Vice President--Human
Resources; Ray Van Cott, Vice President--Information Systems; Theodore A.
Schachar, Vice President--Tax; Wendy Strutt, Vice President; William H.
Maresca, Controller; James Bitetto, Assistant Secretary; Stephen F. Newman,
Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Steven G.
Elliot, Martin G. McGuinn, Richard W. Sabo and Richard F. Syron directors.

The Manager's Code of Ethics subjects its employees' personal
securities transactions to various restrictions to ensure that such trading
does not disadvantage any fund advised by the Manager. In that regard,
portfolio managers and other investment personnel of the Manager must
preclear and report their personal securities transactions and holdings,
which are reviewed for compliance with the Code of Ethics, and are also
subject to the oversight of Mellon's Investment Ethics Committee. Portfolio
managers and other investment personnel of the Manager who comply with the
preclearance and disclosure procedures of the Code of Ethics and the
requirements of the Committee, may be permitted to purchase, sell or hold
securities which also may be or are held in fund(s) they manage or for which
they otherwise provide investment advice.

The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions and provides each
Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The portfolio managers of the Government
Money Fund, the Money Fund and the Treasury Money Fund are Bernard W.
Kiernan, Patricia A. Larkin, James G. O'Connor and Thomas Riordan. The
portfolio managers of the Municipal Funds are Joseph P. Darcy, A. Paul
Disdier, Douglas J. Gaylor, Joseph Irace, Colleen Meehan, Richard J.
Moynihan, W. Michael Petty, Jill C. Shaffro, Scott Sprauer, Samuel J.
Weinstock and Monica S. Wieboldt. The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for each Fund and for other funds
advised by the Manager.

The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Funds. The Distributor may use part
or all of such payments to pay Service Agents (as defined below) in respect
of these services. The Manager also may make such advertising and
promotional expenditures using its own resources, as it from time to time
deems appropriate.

All expenses incurred in the operation of a Fund are borne by such
Fund, except to the extent specifically assumed by the Manager. The expenses
borne by each Fund include: taxes, interest, brokerage fees and commissions,
if any, fees of Board members who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of the Manager,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Fund's existence, investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholder reports and meetings, costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders, and any extraordinary
expenses. Each Fund bears certain expenses in accordance with separate
written plans and also bears certain costs associated with implementing and
operating such plans. See "Service Plan and Distribution Plan" and
"Shareholder Services Plans."

As compensation for the Manager's services under the Agreement, each
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of 0.50% of the value of such Fund's average daily net assets. All fees
and expenses are accrued daily and deducted before declaration of dividends
to investors. Set forth below are the total amounts paid by each Fund
indicated below to the Manager for each Fund's last three fiscal years,
including for the Government Money Fund, the Money Fund and the California
Municipal Fund, which changed their fiscal year end to November 30, the
relevant period ended November 30, 1997:

Ten-Month Period Fiscal Year
Fiscal Year Ended November 30, Ended Ended
1999 1998 November 30, 1997 January 31, 1997

Government $6,149,979 $5,124,528 $3,330,297 $3,002,777
Money Fund

Money Fund $17,915,495 $13,222,636 $7,091,891 $5,285,812

Four-Month
Fiscal Year Ended November 30, Period Fiscal Year
Ended Ended
1999 1998 November 30, 1997 July 31, 1997

California $2,175,093 $1,794,867 $620,429 $1,836,034
Municipal
Fund

Fiscal Year Ended November 30,
1999 1998 1997
National $3,259,585 $3,038,316 $2,127,041
Municipal Fund

New York $2,223,274 $2,369,250 $2,599,539
Municipal Fund

The Treasury Money Fund has not completed its first fiscal year.

As to each Fund, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest and
(with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee, exceed
1-1/2% of the average market value of the net assets of such Fund for that
fiscal year, the Fund may deduct from the payment to be made to the Manager
under the Agreement, or the Manager will bear, such excess expense. Such
deduction or payment, if any, will be estimated daily and reconciled and
effected or paid, as the case may be, on a monthly basis. As to each Fund,
no such deduction or payment was required for the most recent fiscal year end.

As to each Fund, the aggregate of the fees payable to the Manager is
not subject to reduction as the value of the Fund's net assets increases.

Distributor. The Distributor, a wholly-owned subsidiary of the
Manager, located at 200 Park Avenue, New York, New York 10166, serves as each
Fund's distributor on a best efforts basis pursuant to an agreement with the
Fund which is renewable annually.

The Distributor may pay dealers a fee based on the amount invested
through such dealers in certain Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate assets eligible for
investment in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds $1,000,000
("Eligible Benefit Plans"). Generally, the fee paid to dealers will not
exceed 1% of the amount invested through such dealers. The Distributor,
however, may pay dealers a higher fee and reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own
funds, other than amounts received from the Fund, including past profits or
any other source available to it.

Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is each Fund's
transfer and dividend disbursing agent. Under a separate transfer agency
agreement with each Fund, the Transfer Agent arranges for the maintenance of
shareholder account records for the Fund, the handling of certain
communications between shareholders and the Fund and the payment of dividends
and distributions payable by the Fund. For these services, the Transfer
Agent receives a monthly fee from each Fund computed on the basis of the
number of shareholder accounts it maintains for such Fund during the month,
and is reimbursed for certain out-of-pocket expenses.

The Bank of New York (the "Custodian"), 100 Church Street, New York,
New York 10286, is each Fund's custodian. The Custodian has no part in
determining the investment policies of the Fund or which securities are to be
purchased or sold by the Fund. Under a separate custody agreement with each
Fund, the Custodian holds the Fund's securities and keeps all necessary
accounts and records. For its custody services, the Custodian receives a
monthly fee from each Fund based on the market value of the Fund's assets
held in custody and receives certain securities transactions charges.

HOW TO BUY SHARES

Each Fund's shares may be purchased only by clients of certain
financial institutions (which may include banks), securities dealers
("Selected Dealers"), and other industry professionals such as investment
advisers, accountants and estate planning firms (collectively, "Service
Agents") that have entered into service agreements with the Distributor. For
shareholders who purchase Fund shares from the Distributor, the Distributor
will act as Service Agent. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. Each
Fund reserves the right to reject any purchase order.

The minimum initial investment in each Fund is $2,500, or $1,000 if you
are a client of a Service Agent which maintains an omnibus account in the
relevant Fund and has made an aggregate minimum initial purchase in the Fund
for its customers of $2,500. Subsequent investments must be at least $100.
For the Government Money Fund, Money Fund and Treasury Money Fund, however,
the minimum initial investment is $750 for Dreyfus-sponsored Keogh Plans,
IRAs (including regular IRAs, spousal IRAs for a non-working spouse, Roth
IRAs, IRAs set up under a Simplified Employee Pension Plan ("SEP-IRAs") and
rollover IRAs) and 403(b)(7) Plans with only one participant and $500 for
Dreyfus-sponsored Education IRAs, with no minimum for subsequent purchases.
It is not recommended that the Municipal Funds be used as a vehicle for
Keogh, IRA or other qualified plans. The initial investment must be
accompanied by the Account Application. For full-time or part-time employees
of the Manager or any of its affiliates or subsidiaries, directors of the
Manager, Board members of a Fund advised by the Manager, including members of
each Fund's Board, or the spouse or minor child of any of the foregoing, the
minimum initial investment is $1,000. For full-time or part-time employees
of the Manager or any of its affiliates or subsidiaries who elect to have a
portion of their pay directly deposited into their Fund accounts, the minimum
initial investment is $50. The Government Money Fund and the Money Fund
reserve the right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified and
non-qualified employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form acceptable to
such Fund. Each Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.

Fund shares also may be purchased through Dreyfus-Automatic Asset
Builder(TM), the Government Direct Deposit Privilege or the Payroll Savings Plan
described under "Shareholder Services." These services enable you to make
regularly scheduled investments and may provide you with a convenient way to
invest for long-term financial goals. You should be aware, however, that
periodic investment plans do not guarantee a profit and will not protect you
against loss in a declining market.

Service Agents may receive different levels of compensation for selling
different Classes of shares. Management understands that some Service Agents
may impose certain conditions on their clients which are different from those
described in the Funds' Prospectus and this Statement of Additional
Information, and, to the extent permitted by applicable regulatory authority,
may charge their clients direct fees. You should consult your Service Agent
in this regard.

Shares are sold on a continuous basis at the net asset value per share
next determined after an order in proper form and Federal Funds (monies of
member banks within the Federal Reserve System which are held on deposit at a
Federal Reserve Bank) are received by the Transfer Agent or other entity
authorized to receive orders on behalf of the Fund in written or telegraphic
form. If you do not remit Federal Funds, your payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which are
not members of the Federal Reserve System may take considerably longer to
convert into Federal Funds. Prior to receipt of Federal Funds, your money
will not be invested. Net asset value per share of each Class is computed by
dividing the value of the Fund's net assets represented by such Class (i.e.,
the value of its assets less liabilities) by the total number of shares of
such Class outstanding. See "Determination of Net Asset Value."

Government Money Fund, Money Fund and Treasury Money Fund--Each of these
Funds determines its net asset value per share twice each day the New York
Stock Exchange or the Transfer Agent is open for business: as of 5:00 p.m.,
New York time, and as of 8:00 p.m., New York time.

If your payments are received in or converted into Federal Funds by
12:00 Noon, New York time, by the Transfer Agent on a business day, you will
receive the dividend declared that day. If your payments are received in or
converted into Federal Funds after 12:00 Noon, New York time, by the Transfer
Agent, you will begin to accrue dividends on the following business day.

Qualified institutions may telephone orders for purchase of Fund shares
of each of these Funds. A telephone order placed with the Distributor or its
designee in New York will become effective at the price determined at 5:00
p.m., New York time, and the shares purchased will receive the dividend on
Fund shares declared on that day, if such order is placed with the
Distributor or its designee in New York by 5:00 p.m., New York time, and
Federal Funds are received by 6:00 p.m., New York time, on that day. A
telephone order placed with the Distributor or its designee in New York after
5:00 p.m., New York time, but by 8:00 p.m., New York time, on a given day
will become effective at the price determined at 8:00 p.m., New York time, on
that day, and the shares purchased will begin to accrue dividends on the next
business day, if Federal Funds are received by 11:00 a.m., New York time, on
the next business day.

California Municipal Fund, National Municipal Fund and New York Municipal
Fund--Each of these Funds determines its net asset value per share three
times each day the New York Stock Exchange or the Transfer Agent is open for
business: as of 12:00 Noon, Eastern time, as of 2:00 p.m., Eastern time, and
as of 8:00 p.m., Eastern time.

If your payments are received in or converted into Federal Funds by
4:00 p.m., Eastern time, on a business day, you will receive the dividend
declared that day. If your payments are received in or converted into
Federal Funds after 4:00 p.m., Eastern time, you will begin to accrue
dividends on the following business day.

Qualified institutions may telephone orders for purchase of Fund
shares. A telephone order placed with the Distributor or its designee in New
York will become effective at the price determined at 12:00 Noon, or 2:00
p.m., Eastern time, depending on when the order is accepted on a given day,
and the shares purchased will receive the dividend on Fund shares declared on
that day, if the telephone order is placed with the Distributor or its
designee by 2:00 p.m., Eastern time, and Federal Funds are received at 4:00
p.m., Eastern time, on that day. A telephone order placed with the
Distributor or its designee in New York after 2:00 p.m., Eastern time, but by
8:00 p.m., Eastern time, on a given day will become effective at the price
determined at 8:00 p.m., Eastern time, on that day, and the shares purchased
will begin to accrue dividends on the next business day, if Federal Funds are
received by 11:00 a.m., New York time, on the next business day.

Using Federal Funds. The Transfer Agent or the Fund may attempt to
notify you upon receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion into Federal
Funds and may attempt to arrange for a better means of transmitting the
money. If you are a customer of a Selected Dealer and your order to purchase
Fund shares is paid for other than in Federal Funds, the Selected Dealer,
acting on your behalf, will complete the conversion into, or itself advance,
Federal Funds, generally on the business day following receipt of your
order. The order is effective only when so converted and received by the
Transfer Agent. If you have sufficient Federal Funds or a cash balance in
your brokerage account with a Selected Dealer, your order to purchase Fund
shares will become effective on the day that the order, including Federal
Funds, is received by the Transfer Agent.

Dreyfus TeleTransfer Privilege. (California Municipal Fund and New
York Municipal Fund only) You may purchase shares by telephone if you have
checked the appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between the bank account
designated in one of these documents and your Fund account. Only a bank
account maintained in a domestic financial institution which is an Automated
Clearing House ("ACH") member may be so designated.

Dreyfus TeleTransfer purchase orders may be made at any time. Purchase
orders received by 4:00 p.m., New York time, on any day that the Transfer
Agent and the New York Stock Exchange are open for business will be credited
to the shareholder's Fund account on the next bank business day following
such purchase order. Purchase orders made after 4:00 p.m., New York time, on
any day the Transfer Agent and the New York Stock Exchange are open for
business, or orders made on Saturday, Sunday or any Fund holiday (e.g., when
the New York Stock Exchange is not open for business), will be credited to
the shareholder's Fund account on the second bank business day following such
purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of Fund shares must be drawn on, and redemption
proceeds paid to, the same bank and account as are designated on the Account
Application or Shareholder Services Form on file. If the proceeds of a
particular redemption are to be wired to an account at any other bank, the
request must be in writing and signature-guaranteed. See "How to Redeem
Shares-Dreyfus TeleTransfer Privilege."

Reopening an Account. You may reopen an account with a minimum
investment of $100 without filing a new Account Application during the
calendar year the account is closed or during the following calendar year,
provided the information on the old Account Application is still applicable.

SERVICE PLAN AND DISTRIBUTION PLAN

Class A shares of each of the Government Money Fund, Money Fund and
Treasury Money Fund are subject to a Service Plan and Class B shares of each
Fund are subject to a Distribution Plan.

Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 Act provides, among other things, that an
investment company may bear expenses of distributing its shares only pursuant
to a plan adopted in accordance with the Rule. The Board of each of the
Government Money Fund, the Money Fund and the Treasury Money Fund has adopted
separate plans with respect to Class A and Class B of such Funds and the
Board of each of the Municipal Funds has adopted a plan with respect to Class
B of such Funds (each, a "Plan"). Under each Plan, the respective Fund bears
directly the costs of preparing, printing and distributing prospectuses and
statements of additional information and of implementing and operating the
Plan. Under each Plan adopted with respect to Class A of the Government
Money Fund, the Money Fund and the Treasury Money Fund (the "Service Plan"),
the Fund pays the Distributor for distributing Class A shares, servicing
shareholder accounts ("Servicing") and advertising and marketing relating to
the Fund at an aggregate annual rate of 0.20% of the value of the Fund's
average daily net assets attributable to Class A. Under each Service Plan,
the Distributor may pay one or more Service Agents a fee in respect of Class
A shares of the Fund owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Under each Fund"s Plan adopted with respect to Class B (the
"Distribution Plan"), the Fund pays the Distributor for distributing (within
the meaning of the Rule) Class B shares at an annual rate of 0.20% of the
value of the Fund's average daily net assets attributable to Class B. Each
Fund's Board believes that there is a reasonable likelihood that each Plan
will benefit the Fund and holders of the relevant Class of shares.

A quarterly report of the amounts expended under each Plan, and the
purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, each Plan provides that it may not
be amended to increase materially the costs which the Fund may bear for
distribution pursuant to the Plan without shareholder approval of the
affected Class and that other material amendments of the Plan must be
approved by the Board, and by the Fund's Board members who 'are not
interested persons" (as defined in the 1940 Act) of the Fund or the Manager
and have no direct or indirect financial interest in the operation of the
Plan or in any related agreements entered into in connection with such Plan,
by vote cast in person at a meeting called for the purpose of considering
such amendments. Each Plan is subject to annual approval by such vote of the
Board members cast in person at a meeting called for the purpose of
voting on the Plan. Each Plan is terminable at any time by vote of a majority
of the Fund's Board members who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Plan or in any
of the related agreements or by vote of a majority of the relevant Class of
shares.

From August 23, 1994 through March 21, 2000, Premier Mutual Fund
Services, Inc. ("Premier") acted as the Funds' distributor and received
payments under the Plans. Set forth below are the total amounts paid by each
of the Government Money Fund and the Money Fund pursuant to its Service Plan
with respect to Class A (i) to Premier ("Distributor Payments") as
reimbursement for distributing Class A shares and Servicing, (ii) to the
Manager, Dreyfus Service Corporation and their affiliates (collectively,
"Dreyfus") for payments made for Servicing ("Dreyfus Payments"), and (iii)
for costs of preparing, printing and distributing prospectuses and statement
of additional information and of implementing and operating the Service Plan
("Printing and Implementation") for the Fund's fiscal year ended November 30,
1999:

Total Amount Printing
Paid Pursuant Distributor Dreyfus and
Name of Fund to Service Plan Payments Payments Implementation
------------- ---------------- ---------------- ------------- ------------

Government
Money Fund
- Class A $2,614,885 $1,477,656 $1,131,021 $6,208

Money Fund
- Class A $3,030,539 $1,286,942 $1,736,520 $7,077

The Treasury Money Fund has not completed its first fiscal year.

Set forth below are the total amounts paid by each Fund to Premier as
the distributor pursuant to the Fund's Distribution Plan with respect to
Class B for the Fund's fiscal year ended November 30, 1999:

Total Amount Paid
Name of Fund Pursuant to Distribution Plan
---------------------- ------------------------------

Government
Money Fund
- Class B $ 662,617

Money Fund
- Class B $28,212,547

California
Municipal Fund
- Class B $ 215,969

National
Municipal Fund
- Class B $4,105,788

New York
Municipal Fund
- Class B $ 588,867

The Treasury Money Fund has not completed its first fiscal year.

SHAREHOLDER SERVICES PLANS

Each Fund has adopted a Shareholder Services Plan with respect to Class
A pursuant to which the Fund reimburses the Distributor an amount not to
exceed an annual rate of 0.25% of the value of the Fund's average daily net
assets attributable to Class A for certain allocated expenses of providing
certain services to the holders of Class A shares. Each Fund also has
adopted a Shareholder Services Plan with respect to Class B pursuant to which
the Fund pays the Distributor for the provision of certain services to the
holders of Class B shares a fee at the annual rate of 0.25% of the value of
the Fund's average daily net assets attributable to Class B. Under each
Shareholder Services Plan, the services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. As to each
Fund, under the Shareholders Services Plan for Class B, the Distributor may
make payments to Service Agents in respect of their services.

A quarterly report of the amounts expended under each Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Fund's Board for its review. In addition, each
Shareholder Services Plan provides that material amendments to the
Shareholder Services Plan must be approved by the Fund's Board, and by the
Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. Each
Shareholder Services Plan is subject to annual approval by such vote of its
Board members cast in person at a meeting called for the purpose of voting on
the Shareholder Services Plan. Each Shareholder Services Plan is terminable
at any time by vote of a majority of the Board members who are not
"interested persons" and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan.

Set forth below are the total amounts payable by each Fund pursuant to
its separate Shareholder Services Plans for Class A and Class B (with respect
to Class B, payments under the Plan were made to Premier as the Fund's
distributor), the amounts reimbursed to the Fund by the Manager pursuant to
undertakings in effect, if any, and the net amount paid by the Fund for the
Fund's fiscal year ended November 30, 1999:

Total Amount Amount Reimbursed
Name of Fund Payable Pursuant to Pursuant to Net Amount Paid
and Class Shareholder Services Plan Undertaking by Fund
------------ ---------------------- ------------------ ---------------
Government
Money Fund
- Class A $ 122,119 $ -0- $ 122,119
- Class B $1,993,456 $226,715 $1,766,741

Money Fund
- Class A $ 362,654 $ -0- $ 362,654
- Class B $8,144,122 $929,591 $7,214,531

California
Municipal
Fund
- Class A $ 150,789 $ -0- $ 150,789
- Class B $ 41,860 $ 17,966 $ 23,894

National
Municipal
Fund
- Class A $ 64,999 $ -0- $ 64,999
- Class B $1,167,536 $268,657 $ 898,879

New York
Municipal
Fund
-Class A $ 345,434 $ -0- $ 345,434
-Class B $ 169,950 $ 59,116 $ 110,834

The Treasury Money Fund has not completed its first fiscal year.

HOW TO REDEEM SHARES

General. The Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent of a redemption request
in proper form, except as provided by the rules of the Securities and
Exchange Commission. However, if you have purchased Fund shares by check, by
Dreyfus TeleTransfer Privilege or through Dreyfus- Automatic Asset Builder(TM)
and subsequently submit a written redemption request to the Transfer Agent,
the Fund may delay redemption of such shares, and the redemption proceeds may
not be transmitted to you, for up to eight business days after the purchase
of such shares. In addition, the Fund will not honor checks under the
Checkwriting Privilege, and will reject requests to redeem shares by wire or
telephone or pursuant to the Dreyfus TeleTransfer Privilege, for a period of
eight business days after receipt by the Transfer Agent of the purchase
check, the Dreyfus TeleTransfer purchase or the Dreyfus-Automatic Asset
BuilderTM) order against which such redemption is requested. These procedures
will not apply if your shares were purchased by wire payment, or if you
otherwise have sufficient collected balance in your account to cover the
redemption request. Prior to the time any redemption is effective, dividends
on such shares will accrue and be payable, and you will be entitled to
exercise all other rights of beneficial ownership. Fund shares may not be
redeemed until the Transfer Agent has received your Account Application.

Checkwriting Privilege. Each Fund provides Redemption Checks
("Checks") automatically upon opening an account, unless you specifically
refuse the Checkwriting Privilege by checking the applicable "No" box on the
Account Application. The Checkwriting Privilege may be established for an
existing account by a separate signed Shareholder Services Form. Checks will
be sent only to the registered owner(s) of the account and only to the
address of record. The Account Application or Shareholder Services Form must
be manually signed by the registered owner(s). Checks are drawn on your Fund
account and may be made payable to the order of any person in an amount of
$500 or more. When a Check is presented to the Transfer Agent for payment,
the Transfer Agent, as your agent, will cause the Fund to redeem a sufficient
number of shares in your account to cover the amount of the Check. Dividends
are earned until the Check clears. After clearance, a copy of the Check will
be returned to you. You generally will be subject to the same rules and
regulations that apply to checking accounts, although the election of this
Privilege creates only a shareholder-transfer agent relationship with the
Transfer Agent.

You should date your Checks with the current date when you write them.
Please do not postdate your Checks. If you do, the Transfer Agent will
honor, upon presentment, even if presented before the date of the check, all
postdated Checks which are dated within six months of presentment for
payment, if they are otherwise in good order. If you hold shares in a
Dreyfus-sponsored IRA account, you may be permitted to make withdrawals from
your IRA account using checks furnished to you by The Dreyfus Trust Company.

Checks are free, but the Transfer Agent will impose a fee for stopping
payment of a Check upon your request or if the Transfer Agent cannot honor a
Check due to insufficient funds or other valid reason. If the amount of
the Check is greater than the value of the shares in your account, the Check
will be returned marked insufficient funds. Checks should not be used to
close an account.

Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions
from any person representing himself or herself to be you or a representative
of your Service Agent, and reasonably believed by the Transfer Agent to be
genuine. Ordinarily, each Fund will initiate payment for shares redeemed
pursuant to this Privilege on the same business day if the Transfer Agent
receives a redemption request in proper form prior to 5:00 p.m., New York
time, on such day; otherwise the Fund will initiate payment on the next
business day. Redemption proceeds ($1,000 minimum) will be transferred by
Federal Reserve wire only to the commercial bank account specified by you on
the Account Application or the Shareholder Services Form, or to a
correspondent bank if your bank is not a member of the Federal Reserve
System. Fees ordinarily are imposed by such bank and borne by the investor.
Immediate notification by the correspondent bank to your bank is necessary to
avoid a delay in crediting the funds to your bank account.

If you have access to telegraphic equipment, you may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:

Transfer Agent's
Transmittal Code Answer Back Sign

144295 144295 TSSG PREP

If you do not have direct access to telegraphic equipment, you may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. You should advise the operator that the above transmittal code
must be used and should also inform the operator of the Transfer Agent's
answer back sign.

To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

Dreyfus TeleTransfer Privilege. (California Municipal Fund and New
York Municipal Fund only) You may request by telephone that redemption
proceeds be transferred between your Fund account and your bank account.
Only a bank account maintained in a domestic financial institution which is
an ACH member may be designated. Redemption proceeds will be on deposit in
your account at an ACH member bank ordinarily two days after receipt of the
redemption request. Holders of jointly registered Fund or bank accounts may
redeem through the Dreyfus TeleTransfer Privilege for transfer to their bank
account not more than $500,000 within any 30-day period. You should be aware
that if you have selected the Dreyfus TeleTransfer privilege, any request for
a wire redemption will be effected as a Dreyfus TeleTransfer transaction
through the ACH system unless more prompt transmittal specifically is
requested. See "How to Buy Shares--Dreyfus TeleTransfer Privilege."

Redemption Through a Selected Dealer. If you are a customer of a
Selected Dealer, you may make redemption requests to your Selected Dealer.
If the Selected Dealer transmits the redemption request so that it is
received by the Transfer Agent or its designee by 12:00 Noon, New York time,
with respect to the Municipal Funds, or 5:00 p.m., New York time, with
respect to the Government Money Fund and Money Fund on a business day, the
proceeds of the redemption ordinarily will be transmitted in Federal Funds on
the same day and the shares will not receive the dividend declared on that
day. If a redemption request is received after such time, but by 8:00 p.m.,
New York time, the redemption request will be effective on that day, the
shares will receive the dividend declared on that day and the proceeds of
redemption ordinarily will be transmitted in Federal Funds on the next
business day. If a redemption request is received after 8:00 p.m., New York
time, the redemption request will be effective on the next business day. It
is the responsibility of the Selected Dealer to transmit a request so that it
is received in a timely manner. The proceeds of the redemption are credited
to your account with the Selected Dealer.

Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request. Written
redemption requests must be signed by each shareholder, including each holder
of a joint account, and each signature must be guaranteed. Signatures on
endorsed certificates submitted for redemption also must be guaranteed. The
Transfer Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents Medallion Program
("STAMP"), and the Stock Exchanges Medallion Program. Guarantees must be
signed by an authorized signatory of the guarantor, and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.

Redemption Commitment. Each Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such amount,
each Fund's Board reserves the right to make payments in whole or in part in
securities or other assets of the Fund in case of an emergency or any time a
cash distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In such event, the securities would be valued in
the same manner as the Fund's portfolio is valued. If the recipient sells
such securities, brokerage charges might be incurred.

Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b)
when trading in the markets a Fund ordinarily utilizes is restricted, or when
an emergency exists as determined by the Securities and Exchange Commission
so that disposal of a Fund's investments or determination of its net asset
value is not reasonably practicable, or (c) for such other periods as the
Securities and Exchange Commission by order may permit to protect a Fund's
shareholders.

SHAREHOLDER SERVICES

Fund Exchanges. Clients of certain Service Agents may purchase, in
exchange for shares of a Fund, shares of certain other funds managed or
administered by the Manager or Founders Asset Management LLC ("Founders"), an
affiliate of the Manager, to the extent such shares are offered for sale in
such client's state of residence. Shares of other funds purchased by
exchange will be purchased on the basis of relative net asset value per share
as follows:

A. Exchanges for shares of funds offered without a sales load will
be made without a sales load.

B. Shares of funds purchased without a sales load may be exchanged
for shares of other funds sold with a sales load, and the
applicable sales load will be deducted.

C. Shares of funds purchased with a sales load may be exchanged for
shares of other funds sold without a sales load.

D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a
sales load, and additional shares acquired through reinvestment
of dividends or distributions of any such funds (collectively
referred to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), but if the sales load applicable to the
Offered Shares exceeds the maximum sales load that could have
been imposed in connection with the Purchased Shares (at the time
the Purchased Shares were acquired), without giving effect to any
reduced loads, the difference will be deducted.

To accomplish an exchange under item D above, you or your Service Agent
acting on your behalf must notify the Transfer Agent of your prior ownership
of fund shares and your account number.

To request an exchange, you or your Service Agent acting on your behalf
must give exchange instructions to the Transfer Agent in writing or by
telephone. The ability to issue exchange instructions by telephone is given
to shareholders of each Fund automatically, unless you check the applicable
"No" box on the Account Application, indicating that you specifically refuse
this Privilege. By using the Telephone Exchange Privilege, you authorize the
Transfer Agent to act on telephonic instructions (including over The Dreyfus
Touch(TM) automated telephone system) from any person representing himself or
herself to be you or a representative of your Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or the number of telephone
exchanges permitted. Shares issued in certificate form are not eligible for
telephone exchange. No fees currently are charged shareholders directly in
connection with exchanges, although each Fund reserve the right, upon not
less than 60 days' written notice, to charge shareholders a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission.

To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made.

Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits you to purchase, in exchange for shares of a Fund, shares of certain
other funds in the Dreyfus Family of Funds or certain funds advised by
Founders of which you are a shareholder. This Privilege is available only
for existing accounts. Shares will be exchanged on the basis of relative net
asset value as described above under "Fund Exchanges." Enrollment in or
modification or cancellation of this Privilege is effective three business
days following notification by you. You will be notified if your account
falls below the amount designated to be exchanged under this Privilege. In
this case, your account will fall to zero unless additional investments are
made in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares held under IRA and other retirement plans are eligible
for this Privilege. Exchanges of IRA shares may be made between IRA accounts
and from regular accounts to IRA accounts, but not from IRA accounts to
regular accounts. With respect to all other retirement accounts, exchanges
may be made only among those accounts.

Fund Exchanges and the Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
legally may be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.

Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. Each Fund reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges service or the
Auto-Exchange Privilege may be modified or terminated at any time upon notice
to shareholders.

Dreyfus-Automatic Asset Builder(TM). Dreyfus-Automatic Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Fund shares are
purchased by transferring funds from the bank account designated by you.

Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the Federal
Government automatically deposited into your Fund account. You may deposit
as much of such payments as you elect.

Dreyfus Payroll Savings Plan. The Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you
may have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the ACH system at each pay period. To
establish a Payroll Savings Plan account, you must file an authorization form
with your employer's payroll department. It is the sole responsibility of
your employer to arrange for transactions under the Dreyfus Payroll Savings
Plan.

Dreyfus Dividend Options. Dreyfus Dividend Sweep allows you to invest
automatically your dividends or dividends and capital gain distributions, if
any, paid by a Fund in shares of another fund in the Dreyfus Family of Funds
or certain funds advised by Founders of which you are a shareholder. Shares
of other funds purchased pursuant to this privilege will be purchased on the
basis of relative net asset value per share as follows:

A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in shares
of other funds offered without a sales load.

B. Dividends and distributions paid by a fund which does
not charge a sales load may be invested in shares of
other funds sold with a sales load, and the
applicable sales load will be deducted.

C. Dividends and distributions paid by a fund that
charges a sales load may be invested in shares of
other funds sold with a sales load (referred to
herein as "Offered Shares"), but if the sales load
applicable to the Offered Shares exceeds the maximum
sales load charged by the fund from which dividends
or distributions are being swept (without giving
effect to any reduced loads), the difference will be
deducted.

D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge ("CDSC") and the
applicable CDSC, if any, will be imposed upon
redemption of such shares.

Dreyfus Dividend ACH permits you to transfer electronically dividends
or dividends and capital gain distributions, if any, from each Fund to a
designated bank account. Only an account maintained at a domestic financial
institution which is an ACH member may be so designated. Banks may charge a
fee for this service.

Quarterly Distribution Plan. The Quarterly Distribution Plan permits
you to receive quarterly payments from a Fund consisting of proceeds from the
redemption of shares purchased for your account through the automatic
reinvestment of dividends declared on your account during the preceding
calendar quarter.

Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits you
to request withdrawal of a specified dollar amount (minimum of $50) on either
a monthly or quarterly basis if you have a $5,000 minimum account.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield
on the shares. If withdrawal payments exceed reinvested dividends and
distributions, your shares will be reduced and eventually may be depleted.
Automatic Withdrawal may be terminated at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.

Corporate Pension/Profit-Sharing and Personal Retirement Plans.
(Government Money Fund, Money Fund and Treasury Money Fund) Each of the
Government Money Fund, Money Fund and Treasury Money Fund makes available to
corporations a variety of prototype pension and profit-sharing plans,
including a 401(k) Salary Reduction Plan. In addition, these Funds make
available Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs)
and 403(b)(7) Plans. Plan support services also are available.

If you wish to purchase Fund shares in conjunction with a Keogh Plan, a
403(b)(7) Plan or an IRA, including a SEP-IRA, you may request from the
Distributor forms for adoption of such plans.

The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares.
All fees charged are described in the appropriate form.

Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian. Such purchases will be
effective when payments received by the Transfer Agent are converted into
Federal Funds. Purchases for these plans may not be made in advance of
receipt of funds.

You should read the prototype retirement plans and the applicable form
of custodial agreement for further details as to eligibility, service fees
and tax implications, and should consult a tax adviser.

DETERMINATION OF NET ASSET VALUE

Amortized Cost Pricing. The valuation of each Fund's portfolio
securities is based upon their amortized cost, which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method
provides certainty in valuation, it may result in periods during which value,
as determined by amortized cost, is higher or lower than the price the Fund
would receive if it sold the instrument.

Each Fund's Board has established, as a particular responsibility
within the overall duty of care owed to the Fund's shareholders, procedures
reasonably designed to stabilize the Fund's price per share as computed for
the purpose of purchases and redemptions at $1.00. Such procedures include
review of the Fund's portfolio holdings by the Board, at such intervals as it
may deem appropriate, to determine whether the Fund's net asset value
calculated by using available market quotations or market equivalents
deviates from $1.00 per share based on amortized cost. In such review,
investments for which market quotations are readily available will be valued
at the most recent bid price or yield equivalent for such securities or for
securities of comparable maturity, quality and type, as obtained from one or
more of the major market makers for the securities to be valued. Other
investments and assets, to the extent a Fund is permitted to invest in such
instruments, will be valued at fair value as determined in good faith by the
Board. With respect to the Municipal Funds, market quotations and market
equivalents used in the Board's review are obtained from an independent
pricing service (the "Service") approved by the Board. The Service values
these Funds' investments based on methods which include considerations of:
yields or prices of municipal obligations of comparable quality, coupon,
maturity and type; indications of values from dealers; and general market
conditions. The Service also may employ electronic data processing
techniques and/or a matrix system to determine valuations.

The extent of any deviation between a Fund's net asset value based upon
available market quotations or market equivalents and $1.00 per share based
on amortized cost will be examined by the Fund's Board. If such deviation
exceeds 1/2 of 1%, the Board promptly will consider what action, if any, will
be initiated. In the event a Fund's Board determines that a deviation exists
which may result in material dilution or other unfair results to investors or
existing shareholders, it has agreed to take such corrective action as it
regards as necessary and appropriate, including: selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends or paying
distributions from capital or capital gains; redeeming shares in kind; or
establishing a net asset value per share by using available market quotations
or market equivalents.

New York Stock Exchange and Transfer Agent Closings. The holidays (as
observed) on which both the New York Stock Exchange and the Transfer Agent
are closed currently are: New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Management believes that each Fund (except the Treasury Money Fund
which had not commenced operations) has qualified for the fiscal year ended
November 30, 1999 as a "regulated investment company" under the Code. It is
expected that the Treasury Money Fund will qualify as a regulated investment
company under the Code. Each Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. If the Fund did not qualify as a regulated
investment company, it would be treated for tax purposes as an ordinary
corporation subject to Federal income tax.

Each Fund ordinarily declares dividends from its net investment income
on each day the New York Stock Exchange or, for the Government Money Fund,
Money Fund and Treasury Money Fund only, the Transfer Agent is open for
business. The Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the preceding business day. Dividends usually are
paid on the last calendar day of each month and automatically are reinvested
in additional shares at net asset value or, at your option, paid in cash. If
you redeem all shares in your account at any time during the month, all
dividends to which you are entitled will be paid to you along with the
proceeds of the redemption. If you are an omnibus accountholder and indicate
in a partial redemption request that a portion of any accrued dividends to
which such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, such portion of the accrued
dividends will be paid to you along with the proceeds of the redemption.

If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividend or distribution and all future dividends and distributions payable
to you in additional Fund shares at net asset value. No interest will accrue
on amounts represented by uncashed distribution or redemption checks.

Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income.

With respect to the Municipal Funds, if, at the close of each quarter
of its taxable year, at least 50% of the value of the Fund's total assets
consists of Federal tax exempt obligations, then the Fund may designate and
pay Federal exempt-interest dividends from interest earned on all such tax
exempt obligations. Such exempt-interest dividends may be excluded by
shareholders of the Fund from their gross income for Federal income tax
purposes. Dividends derived from Taxable Investments, together with
distributions from any net realized short-term securities gains, generally
are taxable as ordinary income for Federal income tax purposes whether or not
reinvested. Distributions from net realized long-term securities gains
generally are taxable as long-term capital gains to a shareholder who is a
citizen or resident of the United States, whether or not reinvested and
regardless of the length of time the shareholder has held his shares.

With respect to the California Municipal Fund, if, at the close of each
quarter of its taxable year, at least 50% of the value of the Fund's total
assets consists of obligations which, when held by an individual, the
interest therefrom is exempt from California personal income tax, and if the
Fund qualifies as a management company under the California Revenue and
Taxation Code, then the Fund will be qualified to pay dividends to its
shareholders that are exempt from California personal income tax (but not
from California franchise tax) ("California exempt-interest dividends").
However, the total amount of California exempt-interest dividends paid by the
Fund to a non-corporate shareholder with respect to any taxable year cannot
exceed such shareholder's pro rata share of interest received by the Fund
during such year that is exempt from California taxation less any expenses
and expenditures deemed to have been paid from such interest.

For shareholders subject to the California personal income tax,
exempt-interest dividends derived from California Municipal Obligations will
not be subject to the California personal income tax. Distributions from net
realized short-term capital gains to California resident shareholders will be
subject to the California personal income tax distributed by the Fund as
ordinary income. Distributions from net realized long-term capital gains may
constitute long-term capital gains for individual California resident
shareholders. Unlike under Federal tax law, the California Municipal Fund's
shareholders will not be subject to California personal income tax, or
receive a credit for California taxes paid by the Fund, on undistributed
capital gains. In addition, California tax law does not consider any portion
of the exempt-interest dividends paid an item of tax preference for the
purpose of computing the California alternative minimum tax.

YIELD INFORMATION

For the seven-day period ended November 30, 1999, the yield and
effective yield for Class A and Class B shares of each Fund were as follows:

Name of Fund and Class Yield Effective Yield

Government Money Fund
Class A 4.73% 4.84%
Class B 4.47% / 4.44%* 4.57% / 4.54%*

Money Fund 4.94% 5.06%
Class A 4.71% / 4.69%* 4.82% / 4.80%*
Class B

California Municipal Fund 2.94% 2.98%
Class A 2.65% / 2.60%* 2.68% / 2.63%*
Class B

National Municipal Fund 3.21% 3.26
Class A 2.81% / 2.75%* 2.85% / 2.79%*
Class B

New York Municipal Fund 3.03% 3.08%
Class A 2.71% / 2.64%* 2.75% / 2.68%*
Class B

________________

* Net of reimbursed expenses.

The Treasury Money Fund has not completed its first fiscal year and,
therefore, no performance data have been provided for such Fund.

Yield is computed in accordance with a standardized method which
involves determining the net change in the value of a hypothetical
pre-existing Fund account having a balance of one share at the beginning of a
seven calendar day period for which yield is to be quoted, dividing the net
change by the value of the account at the beginning of the period to obtain
the base period return, and annualizing the results (i.e., multiplying the
base period return by 365/7). The net change in the value of the account
reflects the value of additional shares purchased with dividends declared on
the original share and any such additional shares and fees that may be
charged to shareholder accounts, in proportion to the length of the base
period and the Fund's average account size, but does not include realized
gains and losses or unrealized appreciation and depreciation. Effective
yield is computed by adding 1 to the base period return (calculated as
described above), raising that sum to a power equal to 365 divided by 7, and
subtracting 1 from the result. Both yield figures take into account any
applicable distribution and service fees. As a result, at any given time,
the performance of Class B shares should be expected to be lower than that of
Class A shares.

As to the Municipal Funds, tax equivalent yield is computed by dividing
that portion of the yield or effective yield (calculated as described above)
which is tax exempt by 1 minus a stated tax rate and adding the quotient to
that portion, if any, of the yield of the Fund that is not tax exempt. Based
upon a 1999 Federal and State of California income tax rate of 45.22%, the
tax equivalent yield for the 7-day period ended November 30, 1999 for Class A
and Class B shares of the California Municipal Fund was as follows:

Name of Fund and Class Tax Equivalent Yield

California Municipal Fund
Class A 5.37%
Class B 4.84% / 4.75%*

Based upon a 1999 Federal tax rate of 39.60%, the tax equivalent yield
for the seven-day period ended November 30, 1999 for the Class A and Class B
shares of National Municipal Fund was as follows:

Name of Fund and Class Tax Equivalent Yield

National Municipal Fund
Class A 5.31%
Class B 4.65% / 4.55%*

Based upon a combined 1999 Federal, New York State and New York City
personal income tax rate of 46.05%, the tax equivalent yield for the
seven-day period ended November 30, 1999 for Class A and Class B shares of
the New York Municipal Fund was as follows:

Name of Fund and Class Tax Equivalent Yield

New York Municipal Fund
Class A 5.62%
Class B 5.02% / 4.89%*
______________

* Net of absorbed expenses.

The tax equivalent yields noted above for the National Municipal Fund
represent the application of the highest Federal marginal personal income tax
rate presently in effect. The tax equivalent figures, however, do not
include the potential effect of any state or local (including, but not
limited to, county, district or city) taxes, including applicable
surcharges. The tax equivalent yields noted above for the California
Municipal Fund represents the application of the highest Federal and State of
California marginal personal income tax rates presently in effect. The tax
equivalent yields noted above for the New York Municipal Fund represent the
application of the highest Federal, New York State, and New York City
marginal personal income tax rates presently in effect. For Federal personal
income tax purposes a 39.6% tax rate has been used, for California State
income tax purposes the rate of 9.30% has been used, and for New York State
and New York City personal income tax purposes, the rates of 6.85% and 3.83%,
respectively, have been used. In addition, there may be pending legislation
which could affect such stated tax rates or yields. You should consult your
tax adviser, and consider your own factual circumstances and applicable tax
laws, in order to ascertain the relevant tax equivalent yield.

Yields will fluctuate and are not necessarily representative of future
results. You should remember that yield is a function of the type and
quality of the instruments in the portfolio, portfolio maturity and operating
expenses. Your principal in a Fund is not guaranteed. See "Determination of
Net Asset Value" for a discussion of the manner in which a Fund's price per
share is determined.

From time to time, each Municipal Fund may use hypothetical tax
equivalent yields or charts in its advertising. These hypothetical yields or
charts will be used for illustrative purposes only and not as being
representative of the Fund's past or future performance.

From time to time, advertising materials for a Fund may refer to or
discuss then-current or past economic conditions, developments and/or events,
or actual or proposed tax legislation, and may refer to statistical or other
information concerning trends relating to investment companies, as compiled
by industry associations such as the Investment Company Institute.

From time to time, advertising materials may refer to studies performed
by the Manager or its affiliates, such as "The Dreyfus Tax Informed Investing
Study" or "The Dreyfus Grade Investment Comparison Study (1996 & 1997)" or
such other studies.

PORTFOLIO TRANSACTIONS

Portfolio securities ordinarily are purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions, as such, are paid by a Fund for such purchases.
Purchases from underwriters of portfolio securities include a concession paid
by the issuer to the underwriter and the purchase price paid to, and sales
price received from, market makers for the securities may include the spread
between the bid and asked price. No brokerage commissions have been paid by
any Fund to date.

Transactions are allocated to various dealers by the portfolio managers
of a Fund in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms and may be
selected based upon their sales of shares of a Fund or other funds advised by
the Manager or its affiliates.

Research services furnished by brokers through which a Fund effects
securities transactions may be used by the Manager in advising other funds it
advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by the
Manager in advising the Fund. Although it is not possible to place a dollar
value on these services, it is the Manager's opinion that the receipt and
study of such services should not reduce the overall expenses of its research
department.

INFORMATION ABOUT THE FUNDS

Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Fund shares have equal rights as to dividends and in liquidation. Shares
have no preemptive or subscription rights and are freely transferable.

The Government Money Fund and Treasury Money Fund are separate series
of the Government Company. Rule 18f-2 under the 1940 Act provides that any
matter required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise to the holders of the outstanding voting
securities of an investment company, such as the Government Company will not
be deemed to have been effectively acted upon unless approved by the holders
of a majority of the outstanding shares of each series affected by such
matter. Rule 18f-2 further provides that a series shall be deemed to be
affected by a matter unless it is clear that the interests of each series in
the matter are identical or that the matter does not affect any interest of
such series. The Rule exempts the selection of independent accountants and
the election of Board members from the separate voting requirements of the
Rule.

Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for each Fund to hold annual meetings of shareholders. As a
result, Fund shareholders may not consider each year the election of Board
members or the appointment of auditors. However, the holders of at least 10%
of the shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board member by the affirmative vote
of a majority, in the case of the Government Money Fund, National Municipal
Fund, Money Fund and Treasury Money Fund, or two-thirds, in the case of the
California Municipal Fund and New York Municipal Fund, of the Fund's
outstanding voting shares. In addition, the Board will call a meeting of
shareholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
shareholders.

The California Municipal Fund and New York Municipal Fund are organized
as unincorporated business trusts under the laws of the Commonwealth of
Massachusetts. Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Agreement and Declaration of Trust (the "Trust Agreement") for
each of these Funds disclaims shareholder liability for acts or obligations
of the Fund and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund or a
Trustee. The Trust Agreement provides for indemnification from the Fund's
property for all losses and expenses of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment
of any liability incurred by the Fund, the shareholder paying such liability
will be entitled to reimbursement from the general assets of the Fund. The
Fund intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of the shareholder for liabilities of the
Fund.

Each Fund sends annual and semi-annual financial statements to all its
share-holders.

COUNSEL AND INDEPENDENT AUDITORS

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for each Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the
shares being sold pursuant to the Funds' Prospectus.

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of each Fund.

APPENDIX A
(MONEY FUND ONLY)

Description of the two highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings
Services ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA,
Duff & Phelps ("Fitch"), and Thomson BankWatch, Inc. ("BankWatch"):

Commercial Paper and Short-Term Ratings

The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted with a
plus sign (+) designation. Capacity for timely payment on issues with an A-2
designation is strong. However, the relative degree of safety is not as high
as for issues designated A-1.

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return of funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity. Issues rated Prime-2
(P-2) have a strong capacity for repayment of short-term promissory
obligations. This ordinarily will be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings trends and
coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected
by external conditions. Ample alternate liquidity is maintained.

The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment. The rating Fitch-2 (Very
Good Grade) is the second highest commercial paper rating assigned by Fitch
which reflects an assurance of timely payment only slightly less in degree
than the strongest issues.

The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment. Obligations rated TBW-2 are supported by a
strong capacity for timely repayment, although the degree of safety is not as
high as for issues rated TBW-1.

Bond and Long-Term Ratings

Bonds rated AAA are considered by S&P to be the highest grade
obligations and possess an extremely strong capacity to pay principal and
interest. Bonds rated AA by S&P are judged by S&P to have a very strong
capacity to pay principal and interest and, in the majority of instances,
differ only in small degrees from issues rated AAA. The rating AA may be
modified by the addition of a plus or minus sign to show relative standing
within the rating category.

Bonds rated Aaa by Moody's are judged to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all
standards and, together with the Aaa group they comprise what are generally
known as high-grade bonds. Bonds rated Aa are rated lower than Aaa bonds
because margins of protection may not be as large or fluctuations of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger.
Moody's applies numerical modifiers 1, 2 and 3 in the Aa rating category.
The modifier 1 indicates a ranking for the security in the higher end of this
rating category, the modifier 2 indicates a mid-range ranking, and the
modifier 3 indicates a ranking in the lower end of the rating category.

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions and liable to slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such
stability of applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions. Bonds rated AA by Fitch are judged by
Fitch to be of safety virtually beyond question and are readily salable,
whose merits are not unlike those of the AAA class, but whose margin of
safety is less strikingly broad. The issue may be the obligation of a small
company, strongly secured but influenced as to rating by the lesser financial
power of the enterprise and more local type of market.

Fitch also assigns a rating to certain international and U.S. banks. A
Fitch bank rating represents Fitch's current assessment of the strength of
the bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, Fitch uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, Fitch
assigns banks Long- and Short-Term Ratings as used in the corporate ratings
discussed above. Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support from central
banks or shareholders if it experienced difficulties, and such ratings are
considered by Fitch to be a prime factor in its assessment of credit risk.
Individual Ratings, which range in gradations from A through E, represent
Fitch's assessment of a bank's economic merits and address the question of
how the bank would be viewed if it were entirely independent and could not
rely on support from state authorities or its owners.

In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (QR) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents an
assessment of the overall political and economic stability of the country in
which the bank is domiciled.

APPENDIX B
(MUNICIPAL FUNDS)

Description of certain S&P, Moody's and Fitch ratings:

S&P

Municipal Bond Ratings

An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.

The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable, and will include:
(1) likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature of and provisions of the obligation; and
(3) protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA

Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small degree.

Municipal Note Ratings

SP-1

The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics are given a plus (+) designation.

Commercial Paper Ratings

The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment. Issues
in this category are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. Paper rated A-1 indicates that the degree of
safety regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are denoted
with a plus sign (+) designation.

Moody's

Municipal Bond Ratings

Aaa

Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what generally are known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities. Bonds in the Aa category which Moody's believes possess
the strongest investment attributes are designated by the symbol Aa1.

Commercial Paper Ratings

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity. Issuers rated Prime-2
(P-2) have a strong ability for repayment of senior short-term debt
obligations. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is
maintained.

Municipal Note Ratings

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings recognize
the difference between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less important over
the short run.

A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG or, if the demand feature
is not rated, as NR. Short-term ratings on issues with demand features are
differentiated by the use of the VMIG symbol to reflect such characteristics
as payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, you should be alert to the fact
that the source of payment may be limited to the external liquidity with no
or limited legal recourse to the issuer in the event the demand is not met.

Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when Moody's
assigns a MIG or VMIG rating, all categories define an investment grade
situation.

MIG 1/VMIG 1

This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2

This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

Fitch

Municipal Bond Ratings

The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operating performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.

AAA

Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA

Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.

Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal
and investment notes.

Although the credit analysis is similar to Fitch's bond ratings
analysis, the short-term rating places greater emphasis than bond ratings on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.

F-1+

Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
F-1+.

F-2

Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.

APPENDIX C

RISK FACTORS--INVESTING IN CALIFORNIA MUNICIPAL OBLIGATIONS

The following information is a summary of special factors affecting
investments in California Municipal Obligations. It does not purport to be a
complete description and is based on information drawn from official
statements relating to securities offerings of the State of California (the
"State") available as of the date of this Statement of Additional
Information. While the Fund has not independently verified this information,
it has no reason to believe that such information is not correct in all
material respects.

State Finances

The Budget Process

The State's fiscal year begins on July 1 and ends on June 30. The
State operates on a budget basis, using a modified accrual system of
accounting, with revenues credited in the period in which they are measurable
and available and expenditures debited in the period in which the
corresponding liabilities are incurred.

The annual budget is proposed by the Governor by January 10 of each
year for the next fiscal year (the "Governor's Budget"). Under State law,
the annual proposed Governor's Budget cannot provide for projected
expenditures in excess of projected revenues and balances available from
prior fiscal years. Following the submission of the Governor's Budget, the
Legislature takes up the proposal.

Under the State Constitution, money may be drawn from the Treasury
only through an appropriation made by law. The primary source of the annual
expenditure authorizations is the Budget Act as approved by the Legislature
and signed by the Governor. The Budget Act must be approved by a two-thirds
majority vote of each House of the Legislature. The Governor may reduce or
eliminate specific line items in the Budget Act or any other appropriations
bill without vetoing the entire bill. Such individual line-item vetoes are
subject to override by a two-thirds majority vote of each House of the
Legislature.

Appropriations also may be included in legislation other than the
Budget Act. Bills containing appropriations (except for K-12 and community
college ("K-14") education) must be approved by a two-thirds majority vote in
each House of the Legislature and be signed by the Governor. Bills
containing K-14 education appropriations require a simple majority vote.
Continuing appropriations, available without regard to fiscal year, also may
be provided by statute or the State Constitution. There is litigation
pending concerning the validity of such continuing appropriations. See
"Litigation" below.

Funds necessary to meet an appropriation need not be in the State
Treasury at the time such appropriation is enacted; revenues may be
appropriated in anticipation of their receipt.

The General Fund

The moneys of the State are segregated into the General Fund and over
900 special funds, including bond, trust and pension funds. The General Fund
consists of revenues received by the State Treasury and not required by law
to be credited to any other fund, as well as earnings from the investment of
State moneys not allocable to another fund. The General Fund is the principal
operating fund for the majority of governmental activities and is the
depository of most of the major revenue sources of the State. The General
Fund may be expended as a consequence of appropriation measures enacted by
the Legislature and approved by the Governor, as well as appropriations
pursuant to various constitutional authorizations and initiative statutes.

The Special Fund for Economic Uncertainties

The Special Fund for Economic Uncertainties ("SFEU") is funded with
General Fund revenues and was established to protect the State from
unforeseen revenue reductions and/or unanticipated expenditure increases.
Amounts in the SFEU may be transferred by the State Controller as necessary
to meet cash needs of the General Fund. The State Controller is required to
return moneys so transferred without payment of interest as soon as there are
sufficient moneys in the General Fund.

At the time of the release of the May 2000 Revision to the 2000-01
Governor's Budget (the "May Revision") on May 15, 2000, the Department of
Finance projected the SFEU would have a balance of about $6.920 billion at
June 30, 2000, compared to the amount of $880 billion projected at the time
the 1999 Budget Act was signed on July 29, 1999, and the amount of $2.420
billion projected in the 2000-01 Governor's Budget released January 10,
2000. See "Current State Budget" below.

Inter-Fund Borrowings

Inter-fund borrowing has been used for many years to meet temporary
imbalances of receipts and disbursements in the General Fund. As of June 30,
1999, the General Fund had no outstanding loans from the SFEU, General Fund
special accounts or other special funds.

Investment of Funds

Moneys on deposit in the State's Centralized Treasury System are
invested by the Treasurer in the Pooled Money Investment Account (the
"PMIA"). As of March 31, 2000, the PMIA held approximately $21.57 billion of
State moneys invested for about 2,785 local governmental entities through the
Local Agency Investment Fund ("LAIF").

Welfare Reform

The Personal Responsibility and Work Opportunity Reconciliation Act of
1996 (the "Welfare Reform Law") has fundamentally reformed he nation's
welfare system. Among its many provisions, the Welfare Reform Law includes:
(1) conversion of Aid to Families with Dependent Children from an entitlement
program to a block grant titled Temporary Assistance for Needy Families
(TANF), with time limits on TANF recipients, work requirements and other
changes; (ii) provisions denying certain federal welfare and public benefits
to legal noncitizens (this provision has been amended by subsequent federal
law), allowing states to elect to deny additional benefits (including TANF)
to legal noncitizens, and generally denying almost all benefits to illegal
immigrants; and (iii) changes in the Food Stamp program, including reducing
maximum benefits and imposing work requirements.

California's response to the federal welfare reforms is embodied in
Chapter 270, Statutes of 1997 and is called California Work Opportunity and
Responsibility to Kids ("CalWORKs"), which replaced the former Aid to
Families with Dependent Children (AFDC) and Greater Avenues to Independence
(GAIN) programs, effective January 1, 1998. Consistent with the Welfare
Reform Law, CalWORKs contains new time limits on receipt of welfare aid, both
lifetime as well as for any current period on aid. The centerpiece of
CalWORKs is the linkage of eligibility to work participation requirements.
Administration of the new CalWORKs program is largely at the county level,
and counties are given financial incentives for success in this program.

The long-term impact of the Welfare Reform Law and CalWORKs cannot be
determined until there has been more experience and until an independent
evaluation of the CalWORKs program by the RAND Corporation is completed. In
the short-term, the implementation of the CalWORKs program has continued the
trend of declining welfare caseloads. The CalWORKs caseload trend is
projected to have been 580,000 in 1999-00 and to be 549,000 in 2000-01, down
from a high of 921,000 cases in 1994-95.

The 2000-01 CalWORKs budget reflects California's success in meeting
the federally-mandated work participation requirements for federal fiscal
year 1998. With that goal being met, the federally-imposed
maintenance-of-effort (MOE) level for California is reduced from 80% of the
federal fiscal year 1994 baseline expenditures for the former AFDC program
($2.9 billion) to 75% ($2.7 billion).

The 2000-01 May Revision to the Governor's Budget proposes expenditures
which will continue to meet, but not exceed, the federally-required $2.7
billion combined State and county MOE requirement, Total CalWORKS-related
expenditures are estimated to be $7.2 billion for 1999-2000 and $7.0 billion
for 2001-01, including child care transfer amounts for the Department of
Education.

Local Governments

The primary units of local government in California are the counties,
ranging in population from 1,200 in Alpine County to over 9,900,000 in Los
Angeles County. Counties are responsible for the provision of many basic
services, including indigent health care, welfare, jails and public safety in
unincorporated areas. There also are about 475 incorporated cities and
thousands of special districts formed for education, utility and other
services. The fiscal condition of local governments has been constrained
since the enactment of "Proposition 13" in 1978, which reduced and limited
the future growth of property taxes and limited the ability of local
governments to impose "special taxes" (those devoted to a specific purpose)
without two-thirds voter approval. Counties, in particular, have had fewer
options to raise revenues than many other local government entities, and have
been required to maintain many services.

In the aftermath of Proposition 13, the State provided aid to local
governments from the General Fund to make up some of the loss of property tax
moneys, including taking over the principal responsibility for funding K-12
schools and community colleges. During the recession, the Legislature
eliminated most of the remaining components of post-Proposition 13 aid to
local government entities other than K-14 education districts by requiring
cities and counties to transfer some of their property tax revenues to school
districts. However, the Legislature also provided additional funding sources
(such as sales taxes) and reduced certain mandates for local services. Since
then, the State also has provided additional funding to counties and cities
through such programs as health and welfare realignment, welfare reform,
trial court restructuring, the COPs program supporting local public safety
departments, and various other measures.

The 1999 Budget Act included a $150 million one-time subvention from
the General Fund to local agencies for relief from the 1992 and 1993 property
tax shifts. Legislation has been passed, subject to voter approval at the
election in November 2000, to provide a more permanent payment to local
governments to offset the property tax shift. In addition, legislation was
enacted in 1999 to provide approximately $35.8 million annual relief to
cities based on 1997-98 costs of jail booking and processing fees paid to
counties.

Historically, funding for the State's trial court system was divided
between the State and the counties. However, Chapter 850, Statutes of 1997,
implemented a restructuring of the State's trial court funding system.
Funding for the courts, with the exception of costs for facilities, local
judicial benefits, and revenue collection, was consolidated at the State
level. The county contribution for both their general fund and fine and
penalty amounts is capped at the 1994-95 level and becomes part of the Trial
Court Trust Fund, which supports all trial court operations. The State
assumed responsibility for future growth in trial court funding. The
consolidation of funding is intended to streamline the operation of the
courts, provide a dedicated revenue source, and relieve fiscal pressure on
the counties. Beginning in 1998-99, the county general fund contribution for
court operations was reduced by $290 million, and cities retained $62 million
in fine and penalty revenue previously remitted to the State. The General
Fund reimbursed the $352 million revenue loss to the Trial Court Trust Fund.
The 1999 Budget Act included funds to further reduce the county General Fund
contribution by an additional $96 million. The 2000 May Revision proposes to
continue this permanent assistance to local governments.

The entire statewide welfare system has been changed in response to
the change in federal welfare law enacted in 1996 (see "Welfare Reform"
above). Under the CalWORKs program, counties are given flexibility to
develop their own plans, consistent with State law, to implement the program
and to administer many of its elements, and their costs for administrative
and supportive services are capped at the 1996-97 levels. Counties also are
given financial incentives if, at the individual county level or statewide,
the CalWORKs program produces savings associated with specified standards.
Counties will still be required to provide "general assistance" aid to
certain persons who cannot obtain welfare from other programs.

In 1996, voters approved Proposition 218, entitled the "Right to Vote
on Taxes Act," which incorporates new Articles XIII C and XIII D into the
California Constitution. These new provisions place limitations on the
ability of local government agencies to impose or raise various taxes, fees,
charges and assessments without voter approval. Certain "general taxes"
imposed after January 1, 1995 must be approved by voters in order to remain
in effect. In addition, Article XIII C clarifies the right of local voters
to reduce taxes, fees, assessments or charges through local initiatives.
Proposition 218 does not affect the State or its ability to levy or collect
taxes.

State Appropriations Limit

The State is subject to an annual appropriations limit imposed by
Article XIII B of the State Constitution (the "Appropriations Limit"). The
Appropriations Limit does not restrict appropriations to pay debt service on
voter-authorized bonds.

Article XIII B prohibits the State from spending "appropriations
subject to limitation" in excess of the Appropriations Limit.
"Appropriations subject to limitation," with respect to the State, are
authorizations to spend "proceeds of taxes," which consist of tax revenues,
and certain other funds, including proceeds from regulatory licenses, user
charges or other fees to the extent that such proceeds exceed "the cost
reasonably borne by that entity in providing the regulation, product or
service," but "proceeds of taxes" exclude most state subventions to local
governments, tax refunds and some benefit payments such as unemployment
insurance. No limit is imposed on appropriations of funds which are not
"proceeds of taxes," such as reasonable user charges or fees and certain
other non-tax funds.

Not included in the Appropriations Limit are appropriations for the
debt service costs of bonds existing or authorized by January 1, 1979, or
subsequently authorized by the voters, appropriations required to comply with
mandates of courts or the federal government, appropriations for qualified
capital outlay projects, appropriations of revenues derived from any increase
in gasoline taxes and motor vehicle weight fees above January 1, 1990 levels,
and appropriation of certain special taxes imposed by initiative (e.g.,
cigarette and tobacco taxes). The Appropriations Limit may be exceeded in
cases of emergency.

The State's Appropriations Limit in each year is based on the limit
for the prior year, adjusted annually for changes in state per capita
personal income and changes in population, and adjusted, when applicable, for
any transfer of financial responsibility of providing services to or from
another unit of government or any transfer of the financial source for the
provisions of services from tax proceeds to non tax proceeds. The
measurement of change in population is a blended average of statewide overall
population growth, and change in attendance at local K-14 school districts.
The Appropriations Limit is tested over consecutive two-year periods. Any
excess of the aggregate "proceeds of taxes" received over such two-year
period above the combined Appropriations Limits for those two years is
divided equally between transfers to K-14 school districts and refunds to
taxpayers.

The Legislature has enacted legislation to implement Article XIII B
which defines certain terms used in Article XIII B and sets forth the methods
for determining the Appropriations Limit. California Government Code Section
7912 requires an estimate of the Appropriations Limit to be included in the
Governor's Budget, and thereafter to be subject to the budget process and
established in the Budget Act.

The following table shows the State's Appropriations Limit for the
past three fiscal years, the current fiscal year and proposed budget year.
As of the release of the May Revision to the 2000-01 Governor's Budget, the
Department of Finance projects the State's Appropriations Limit for 2000-01
will be $54.073 billion. As of June 2000, the Department of Finance is in
the process of determining the Appropriations Subject to the Limit.
Preliminary estimates indicate the State may be over the Appropriations Limit
for 1999-2000 by several hundred million dollars, and would be below the
Limit for 2000-01 by three to four billion dollars. No action will occur
under Articles XIIIB unless the State exceeds the Limit over a two-year
period.

State Appropriations Limit
(Millions)

Fiscal Years
1996-97 1997-98 1998-99 1999-00 2000-01

State Appropriations Limit $42,002 $44,778 $47,573 $50,673 $54,073*
Appropriations Subject to (35,103) (40,743) (43,780)
Limit ** **

Amount (Over)/Under Limit $6,899 $4,035 $3,793 $ ** $ **
_____________________
* Estimated/Projected
** Department of Finance is presently estimating Appropriations Subject to
Limit.

SOURCE: State of California, Department of Finance.

Proposition 98

On November 8, 1988, voters of the State approved Proposition 98, a
combined initiative constitutional amendment and statute called the
"Classroom Instructional Improvement and Accountability Act." Proposition 98
changed State funding of public education below the university level and the
operation of the State Appropriations Limit, primarily by guaranteeing K-14
schools a minimum share of General Fund revenues. Under Proposition 98 (as
modified by Proposition 111, which was enacted on June 5, 1990), K-14 schools
are guaranteed the greater of (a) in general, a fixed percent of General Fund
revenues ("Test 1"), (b) the amount appropriated to K-14 schools in the prior
year, adjusted for changes in the cost of living (measured as in Article XIII
B by reference to State per capita personal income) and enrollment ("Test
2"), or (c) a third test, which would replace Test 2 in any year when the
percentage growth in per capita General Fund revenues from the prior year
plus one half of one percent is less than the percentage growth in State per
capita personal income ("Test 3"). Under Test 3, schools would receive the
amount appropriated in the prior year adjusted for changes in enrollment and
per capita General Fund revenues, plus an additional small adjustment
factor. If Test 3 is used in any year, the difference between Test 3 and
Test 2 would become a "credit" to schools which would be the basis of
payments in future years when per capita General Fund revenue growth exceeds
per capita personal income growth. Legislation adopted prior to the end of
the 1988-89 Fiscal Year, implementing Proposition 98, determined the K-14
schools' funding guarantee under Test 1 to be 40.3 percent of the General
Fund tax revenues, based on 1986-87 appropriations. However, that percent
has been adjusted to approximately 35 percent to account for a subsequent
redirection of local property taxes, since such redirection directly affects
the share of General Fund revenues to schools.

Proposition 98 permits the Legislature by two-thirds vote of both
Houses, with the Governor's concurrence, to suspend the K-14 schools' minimum
funding formula for a one-year period. Proposition 98 also contains
provisions transferring certain State tax revenues in excess of the Article
XIII B limit to K-14 schools. See "State Finances--State Appropriations
Limit" above.

During the recession in the early 1990s, General Fund revenues for
several years were less than originally projected, so that the original
Proposition 98 appropriations turned out to be higher than the minimum
percentage provided in the law. The Legislature responded to these
developments by designating the "extra" Proposition 98 payments in one year
as a "loan" from future years' Proposition 98 entitlements, and also intended
that the "extra" payments would not be included in the Proposition 98 "base"
for calculating future years' entitlements. By implementing these actions,
per-pupil funding from Proposition 98 sources stayed almost constant at
approximately $4,200 from Fiscal Year 1991-92 to Fiscal Year 1993-94.

In 1992, a lawsuit was filed, California Teachers' Association v.
Gould, which challenged the validity of these off-budget loans. The
settlement of this case, finalized in July 1996, provides, among other
things, that both the State and K-14 schools share in the repayment of prior
years' emergency loans to schools. Of the total $1.76 billion in loans, the
State is repaying $935 million by forgiveness of the amount owed, while
schools will repay $825 million. The State share of the repayment will be
reflected as an appropriation above the current Proposition 98 base
calculation. The schools' share of the repayment will count as appropriations
that count toward satisfying the Proposition 98 guarantee, or from "below"
the current base. Repayments are spread over the eight-year period of 1994-95
through 2001-02 to mitigate any adverse fiscal impact.

Substantially increased General Fund revenues, above initial budget
projections, in the fiscal years 1994-95 through 1999-00 have resulted in
retroactive increases in Proposition 98 appropriations from subsequent fiscal
years' budgets. Because of the State's increasing revenues, per-pupil funding
at the K-12 level has increased by more than 50 percent from the level in
place in 1991-92, and is estimated at about $6,672 per ADA in 2000-01. A
significant amount of the "extra" Proposition 98 monies in the last few years
has been allocated to special programs. Since the State expects General Fund
revenue growth to continue in 2000-01, there also are new initiatives. See
"Current State Budget" for further discussion of education funding.

Prior Fiscal Years' Financial Results

The State's financial condition improved markedly during the fiscal
years starting in 1995-96, with a combination of better than expected
revenues, slowdown in growth of social welfare programs, and continued
spending restraint based on actions taken in earlier years. The State's cash
position also improved, and no external deficit borrowing occurred over the
end of the last four fiscal years.

The State economy grew strongly during the fiscal years beginning in
1995-96 and, as a result, the General Fund took in substantially greater tax
revenues (around $2.2 billion in 1995-96, $1.6 billion in 1996-97, $2.4
billion in 1997-98 and $1.7 billion in 1998-99) than were initially planned
when the budgets were enacted. The accumulated budget deficit from the
recession years was finally eliminated with the repayment of the revenue
anticipation warrants in April 1996. These additional funds were largely
directed to school spending as mandated by Proposition 98, to make up
shortfalls from reduced federal health and welfare aid in 1995-96 and 1996-97
and particularly in 1998-99 to fund new program incentives.

The following were major features of the 1998 Budget Act and certain
additional fiscal bills enacted before the end of the legislative session:

1. The most significant feature of the 1998-99 budget was agreement
on a total of $1.4 billion of tax cuts. The central element was a bill which
provided for a phased-in reduction of the Vehicle License Fee ("VLF"). Since
the VLF is transferred to cities and counties under existing law, the bill
provided for the General Fund to replace the lost revenues. Starting on
January 1, 1999, the VLF has been reduced by 25 percent, at a cost to the
General Fund of approximately $500 million in the 1998-99 Fiscal Year and
about $1 billion annually thereafter.

In addition to the cut in VLF, the 1998-99 budget included both
temporary and permanent increases in the personal income tax dependent credit
($612 million General Fund cost in 1998-99, but less in future years), a
nonrefundable renters tax credit ($133 million), and various targeted
business tax credits ($106 million).

2. Proposition 98 funding for K-14 schools was increased by $1.7
billion in General Fund moneys over revised 1997-98 levels, over $300 million
higher than the minimum Proposition 98 guarantee. Of the 1998-99 funds, major
new programs included money for instructional and library materials, deferred
maintenance, support for increasing the school year to 180 days and reduction
of class sizes in Grade 9. The Budget also included $250 million as repayment
of prior years' loans to schools, as part of the settlement of the California
Teachers' Association v. Gould lawsuit. See "State Finances - Proposition 98"
above.

3. Funding for higher education increased substantially above the
actual 1997-98 level. General Fund support was increased by $340 million
(15.6 percent) for the University of California and $267 million (14.1
percent) for the California State University system. In addition, Community
Colleges funding increased by $300 million (6.6 percent).

4. The Budget included increased funding for health, welfare and
social services programs. A 4.9 percent grant increase was included in the
basic welfare grants, the first increase in those grants in 9 years.

5. Funding for the judiciary and criminal justice programs increased
by about 11 percent over 1997-98, primarily to reflect increased State
support for local trial courts and rising prison population.

6. Major legislation enacted after the 1998 Budget Act included new
funding for resources projects, a share of the purchase of the Headwaters
Forest, funding for the Infrastructure and Economic Development Bank ($50
million) and funding for the construction of local jails. The State realized
savings of $433 million from a reduction in the State's contribution to the
State Teacher's Retirement System in 1998-99.

Final tabulation of revenues and expenditures contained in the 2000-01
Governor's Budget, released on January 10, 2000, reveals that stronger than
expected economic conditions in the State produced total 1998-99 General Fund
revenues of about $58.6 billion, almost $1.6 billion above the 1998 Budget
Act estimates. Actual General Fund expenditures were $57.8 billion, the
amount estimated at the 1998 Budget Act. Some of this additional revenue
will be directed to K-14 schools pursuant to Proposition 98. The Governor's
Budget reports a balance in the SFEU at June 30, 1999, of approximately $3.1
billion on a budgetary basis.

Current State Budget

The discussion below of the 1999-00 Fiscal Year budget is based on the
State's estimates and projections of revenues and expenditures for the
current fiscal year and must not be construed as statements of fact. These
estimates and projections are based upon various assumptions as updated in
the 1999 Budget Act, which may be affected by numerous factors, including
future economic conditions in the State and the nation, and there can be no
assurance that the estimates will be achieved.

1999-2000 Fiscal Year Budget

On January 8, 1999, the Governor released a proposed budget for Fiscal
Year 1999-00 (the "January Governor's Budget"). The January Governor's Budget
generally reported that General Fund revenues for Fiscal Year 1998-99 and
Fiscal Year 1999-00 would be lower than earlier projections (primarily due to
weaker overseas economic conditions perceived in late 1998), while some
caseloads would be higher than earlier projections. The January Governor'r
1999-00, with a $415 million SFEU reserve at June 30, 2000.

The 1999 May Revision showed an additional $4.3 billion of revenues
for combined fiscal years 1998-99 and 1999-00. The final Budget Bill was
adopted by the Legislature on June 16, 1999, and was signed by the Governor
on June 29, 1999 (the "1999 Budget Act"), meeting the Constitutional deadline
for budget enactment for only the second time in the 1990's.

The final 1999 Budget Act estimated General Fund revenues and
transfers of $63.0 billion, and contained expenditures totaling $63.7 billion
after the Governor used the line-item veto to reduce the legislative Budget
Bill expenditures by $581 million (both General Fund and Special Fund). The
1999 Budget Act also contained expenditures of $16.1 billion from special
funds and $1.5 billion from bond funds. The Administration estimated that the
SFEU would have a balance at June 30, 2000, of about $880 million. Not
included in this amount was an additional $300 million which (after the
Governor's vetoes) was "set aside" to provide funds for employee salary
increases (to be negotiated in bargaining with employee unions), and for
litigation reserves. The 1999 Budget Act anticipated normal cash flow
borrowing during the fiscal year.

The principal features of the 1999 Budget Act include the following:

1. Proposition 98 funding for K-12 schools was increased by $1.6
billion in General Fund moneys over revised 1998-99 levels, $108.6 million
higher than the minimum Proposition 98 guarantee. Of the 1999-00 funds, major
new programs included money for reading improvement, new textbooks, school
safety, improving teacher quality, funding teacher bonuses, providing greater
accountability for school performance, increasing preschool and after school
care programs and funding deferred maintenance of school facilities. The
Budget also includes $310 million as repayment of prior years loans to
schools, as part of the settlement of the California Teachers' Association v.
Gould lawsuit. See also "State Finances - Proposition 98" above.

2. Funding for higher education increased substantially above the
actual 1998-99 level. General Fund support was increased by $184 million (7.3
percent) for the University of California and $126 million (5.9 percent) for
the California State University system. In addition, Community Colleges
funding increased by $324.3 million (6.6 percent). As a result, undergraduate
fees at UC and CSU will be reduced for the second consecutive year, and the
per-unit charge at Community Colleges will be reduced by $1.

3. The Budget included increased funding of nearly $600 million for
health and human services.

4. About $800 million from the General Fund will be directed toward
infrastructure costs, including $425 million in additional funding for the
Infrastructure Bank, initial planning costs for a new prison in the Central
Valley, additional equipment for train and ferry service, and payment of
deferred maintenance for state parks.

5. The Legislature enacted a one-year additional reduction of 10
percent of the VLF for calendar year 2000, at a General Fund cost of about
$250 million in each of Fiscal Year 1999-00 and Fiscal Year 2000-01 to make
up lost funding to local governments. Conversion of this one-time reduction
to a permanent cut will remain subject to the revenue tests in the
legislation adopted last year. Several other targeted tax cuts, primarily for
businesses, also were approved at a cost of $54 million in Fiscal Year
1999-00.

6. A one-time appropriation of $150 million, to be split between
cities and counties, was made to offset property tax shifts during the early
1990's. Additionally, an ongoing $50 million was appropriated as a subvention
to cities for jail booking or processing fees charged by counties when an
individual arrested by city personnel is taken to a county detention facility.

Revised 1999-2000 Budget Estimates. The revised 1999-2000 budget
included in the May 2000 Revision of the 2000-01 Governor's Budget (the "2000
May Revision"), released on May 15, 2000, reflects the latest estimated costs
or savings as provided in various pieces of legislation passed and signed
after the 1999 Budget Act. As a result of the very strong economy in the
State and associated extraordinary revenue receipts, revised 1999-2000
General Fund revenues are $70.9 billion, an increase of $7.9 billion above
the projections made when the 1999 Budget Act was enacted, and $5.7 billion
above the previous estimate made in the 2000-01 Governor's Budget in January,
2000. Revised 1999-2000 expenditures are $67.3 billion or $3.6 billion
higher than projections at the 1999 Budget Act. These additional
expenditures include a supplemental appropriation of $665 million for Smog
Impact Fee refunds. The Department of Finance projects that the balance is
the SEFU will be about $6.9 billion at June 30, 2000, much of which will be
appropriated for Fiscal Year 2000-01.

Proposed 2000-01 Fiscal Year Budget

On January 10, 2000, the Governor released his proposed budget for
Fiscal Year 2000-01. The 2000-01 Governor's Budget generally reflected an
estimate that General Fund revenues for Fiscal Year 1999-2000 would be higher
than projections made at the time of the 1999 Budget Act. Even these
positive estimates proved to be greatly understated as continuing economic
growth and stock market gains (at least through the first quarter of 2000)
resulted in a surge of revenues. The Administration estimated in the 2000
May Revision that General Fund revenues would total $70.9 billion in
1999-2000, and $73.8 billion in 2000-01, a two-year increase of $12.3 billion
above the January Governor's Budget revenue estimates. The 2000-01 revenue
estimate assumes a $545 million reduction in personal income tax revenue from
the Governor's proposal to provide an income tax exemption for all teachers
in the State.

The 2000 May Revision proposes General Fund expenditures of $78.2
billion, as compared to an original spending proposal of $68.8 billion in the
January Governor's Budget. Included in the revised Budget are set-asides of
$500 million for legal contingencies and $200 million for various one-time
legislative initiatives. Based on the proposed revenues and expenditures,
the 2000 May Revision projects the June 30, 2001 balance in the SFEU to be
$1.769 billion, up from $1.238 billion proposed in the January Governor's
Budget.

The Revenue and Expenditure assumptions set forth have been based upon
certain estimates of the performance of the California and national economies
in calendar years 2000 and 2001. In the 2000 May Revision released on May
15, 2000, the Department of Finance projected that the California economy
will continue to show strong growth in 2000, followed by more moderate gains
in 2001. The projection assumes a relatively flat stock market, and a 25%
reduction in stock option income in 2000-01. The economic expansion has been
market by strong growth in high technology manufacturing and business
services (including software, computer programming and the Internet),
nonresidential construction, entertainment and tourism-related industries.
Growth in 1999 was greater than earlier years in the economic expansion, with
3.7% year-over-year increase in nonfarm payroll employment. Unemployment,
now less than 5%, is at the lowest rate in over 30 years. Taxable sales in
the first quarter of 2000 are 10% above year-earlier levels. Significant
economic improvement in Asia (Japan excluded), ongoing strength in NAFTA
partners Mexico and Canada, and stronger growth in Europe are expected to
further increase California-made exports in 2000 and 2001. Nonresidential
construction has been strong for the past four years. New residential
construction has increased since lows of the early 1990's recession, but
remains lower than during the previous economic expansion in 1980's.

The 2000 May Revision contains a number of proposals for spending the
additional revenues, mostly in 2000-01. According to a report by a
Legislative Analyst's Office, about $7.2 billion is proposed for one-time
expenditures, including a general tax rebate and senior citizen's tax relief
($1.9 billion), aid to public schools ($1.5 billion), transportation ($1.5
billion), housing ($500 million), set-asides and increased reserves ($600
million) and other uses ($1.2 billion). About $5.1 billion is proposed for
program enhancements which would be permanent, including increased
Proposition 98 funds for schools ($2.4 billion), tax relief ($600 million,
including the exemption for teachers mentioned above), transportation ($440
million per year for five years), health and social services ($1.1 billion)
and other ($600 million). All of these proposals are subject to review and
action by the Legislature.

Economy and Population

Introduction

California's economy, the largest among the 50 states and one of the
largest in the world, has major components in high technology, trade,
entertainment, agriculture, manufacturing, tourism, construction and
services. Since 1994, California's economy has been performing strongly after
suffering a deep recession between 1990-93.

Population and Labor Force

The State's July 1, 1999 population of over 34 million represented
over 12 percent of the total United States population.

California's population is concentrated in metropolitan areas. As of
the April 1, 1990 census, 96 percent resided in the 23 Metropolitan
Statistical Areas in the State. As of July 1, 1998, the 5-county Los Angeles
area accounted for 49 percent of the State's population, with over 16.0
million residents, and the 10-county San Francisco Bay Area represented 21
percent, with a population of over 7.0 million.

The following table shows California's population data for 1994
through 1999.

Population 1994-98

% Increase % Increase
Over Over California
California Preceding United States Preceding as % of
Year Population(a) Year Population(a) Year United
States

1994 31,790,000 0.9 260,292,000 1.0 12.2
1995 32,063,000 0.9 262,761,000 0.9 12.2
1996 32,383,000 1.0 265,179,000 0.9 12.2
1997 32,957,000 1.8 267,636,000 0.9 12.3
1998 33,494,000 1.6 270,029,000 0.9 12.4
1999 34,036,000 1.6 272,691,000 0.9 12.5
______________
(a) Population as of July 1.

SOURCE: U.S. Department of Commerce, Bureau of the Census; State of
California, Department of Finance.

The following table presents civilian labor force data for the resident
population, age 16 and over, for the years 1993 to 1999.

Labor Force
1993-98

Labor Force Trends (Thousands) Unemployment Rate (%)

Labor United
Year Force Employment California States

1993 15,359 13,918 9.4 6.9
1994 15,450 14,122 8.6 6.1
1995 15,412 14,203 7.8 5.6
1996 15,511 14,391 7.2 5.4
1997 15,941 14,937 6.3 4.9
1998 16,330 15,361 5.9 4.5
1999 16,586 15,722 5.2 4.2
_________________

SOURCE: State of California, Employment Development Department.

Litigation

The State is a party to numerous legal proceedings. The following are
the more significant lawsuits pending against the State, as reported by the
Office of the Attorney General.

On December 24, 1997, a consortium of California counties filed a test
claim with the Commission on State Mandates asking the Commission on State
Mandates to determine whether the property tax shift from counties to school
districts beginning in 1993-94 is a reimbursable state mandated cost. See
"State Finances - Local Governments" above. The test claim was heard on
October 29, 1998, and the Commission on State Mandates found in favor of the
State. In March 1999, Sonoma County filed suit in the Superior Court to
overturn the Commission on State Mandate's decision. In October 1999, a
Sonoma County Superior Court Judge ruled in favor of the County. The State
will continue to contest this lawsuit. Should the courts ultimately find in
favor of the counties, the impact to the State General Fund could be as high
as $10.0 billion. In addition, there would be an annual Proposition 98
General Fund cost of at least $3.75 billion. This cost would grow in
accordance with the annual assessed value growth rate.

On June 24, 1998, plaintiffs in Howard Jarvis Taxpayers Association et
al. v. Kathleen Connell filed a complaint for certain declaratory and
injunctive relief challenging the authority of the State Controller to make
payments from the State Treasury in the absence of a state budget. On July
21, 1998, the trial court issued a preliminary injunction prohibiting the
State Controller from paying moneys from the State Treasury for fiscal year
1998-99, with certain limited exceptions, in the absence of a state budget.
The preliminary injunction, among other things, prohibited the State
Controller from making any payments pursuant to any continuing
appropriation. On July 22 and 27, 1998, various employee unions which had
intervened in the case appealed the trial court's preliminary injunction and
asked the Court of Appeal to stay the preliminary injunction. On July 28,
1998, the Court of Appeal granted the unions' requests and stayed the
preliminary injunction pending the Court of Appeal's decision on the merits
of the appeal. On August 5, 1998, the Court of Appeal denied the plaintiffs'
request to reconsider the stay. Also on July 22, 1998, the State Controller
asked the California Supreme Court to immediately stay the trial court's
preliminary injunction and to overrule the order granting the preliminary
injunction on the merits. On July 29, 1998, the Supreme Court transferred
the State Controller's request to the Court of Appeal. The matters are now
pending before the Court of Appeal. Briefs have been submitted; no date has
yet been set for oral argument.

The State is involved in a lawsuit, Thomas Hayes v. Commission on
State Mandates, related to state-mandated costs. The action involves an
appeal by the Director of Finance from a 1984 decision by the State Board of
Control (now succeeded by the Commission on State Mandates (COSM)). The
Board of Control decided in favor of local school districts' claims for
reimbursement for special education programs for handicapped students. The
case then was brought to the trial court by the State and later remanded to
the COSM for redetermination. The COSM since has expanded the claim to
include supplemental claims filed by several other institutions. To date,
the Legislature has not appropriated funds. The liability to the State, if
all potentially eligible school districts pursue timely claims, has been
estimated by the Department of Finance at more than $1 billion. COSM issued a
decision in December 1998 determining that a small number of components of
the State's special education program are state mandated local costs. The
administrative proceeding is in the "parameters and guidelines" stage where
the commission is considering whether and to what extent the costs associated
with the state mandated components of the special education program are
offset by funds that the State already allocates to that program. The
State's position is that all costs are offset by existing funding. The State
has the option to seek judicial review of the mandate finding. Potential
liability of the State, if all potentially eligible school districts pursue
timely claims, has been estimated by the Department of Finance to be in
excess of $1.5 billion, if the State is not credited for its existing funding
of the program. The COSM was unable to resolve two other identified aspects
of the state's program due to tie votes. As such, the COSM referred these
matters to an administrative law judge for preparation of recommend
decisions. One of these matters encompasses all special education services
for students between the ages of 3 to 5 and 18 to 21, and thus represents
significant additional potential liability if the claim is ultimately upheld
and the State is denied credit for its existing funding.

In January 1997, California experienced major flooding in six
different areas with preliminary estimates of property damage of
approximately $1.6 to $2.0 billion. A substantial number of plaintiffs have
joined suit against the State, local agencies, and private companies and
contractors seeking compensation for the damages they suffered as a result of
the 1997 flooding. The State is vigorously defending the action.

The State is a defendant in Ceridian Corporation v. Franchise Tax
Board, a suit which challenges the validity of two sections of the California
Tax Laws. The first relates to deduction from corporate taxes for dividends
received from insurance companies to the extent the insurance companies have
California activities. The second relates to corporate deduction of
dividends to the extent the earnings of the dividend paying corporation have
already been included in the measure of their California tax. On August 13,
1998, the court issued a judgment against the Franchise Tax Board on both
issues. The Franchise Tax Board has appealed the judgment. Briefing has
been competed. The State has taken the position that, if the challenged
section of the Revenue & Taxation Code is struck down, all deductions
relating to dividends would be eliminated and the result would be additional
income to the State. Plaintiffs, however, contend that if they prevail, the
deduction should be extended to all dividends which would result in a
one-time liability for open years of approximately $60 million, including
interest, and an annual revenue loss of approximately $10 million. No date
has yet has been set for oral argument.

The State is also a defendant in First Credit bank etc. v. Franchise
Tax Board which challenges a Revenue & Taxation Code section similar to the
one challenged in the Ceridian case, but applicable to a different group of
corporate taxpayers. The State's motion for summary judgment is currently
pending and a trial date has been set in September 2000. A decision in the
Ceridian case could impact the outcome of this case. The State has taken the
position that, if the challenged section of the Revenue & Taxation Code is
struck down, all deductions relating to dividends would be eliminated and the
result would be additional income to the State. Plaintiffs, however, contend
that if they prevail, the deduction should be extended to all dividends which
would result in a one-time liability for open years of approximately $385
million, including interest, and an annual revenue loss of approximately $60
million.

The State is involved in a lawsuit related to contamination at the
Stringfellow toxic waste site. In United States, People of the State of
California v. J.B. Stringfellow, Jr., et al., the State is seeking recovery
for past costs of cleanup of the site, a declaration that the defendants are
jointly and severally liable for future costs, and an injunction ordering
completion of the cleanup. However, the defendants have filed a counterclaim
against the State for alleged negligent acts, resulting in significant
findings of liability against the State as owner, operator, and generator of
wastes taken to the site. The State has appealed the rulings. Present
estimates of the cleanup range from $400 million to $600 million. Potential
State liability falls within this same range. However, all or a portion of
any judgment against the State could be satisfied by recoveries from the
State's insurance carriers. The State has filed a suit against certain of
these carriers and trial is currently set for January 16, 2001.

The State is a defendant in a coordinated action involving 3,000
plaintiffs seeking recovery for damages caused by the Yuba River flood of
February 1986. The trial court found liability in inverse condemnation and
awarded damages of $500,000 to a sample of plaintiffs. The State's potential
liability to the remaining plaintiffs ranges from $800 million to $1.5
billion. In 1992, the State and plaintiffs filed appeals. In August 1999,
the Court of Appeal issued a decision reversing the trial court's judgment
against the State and remanding the case for retrial on the inverse
condemnation cause of action.

Plaintiffs in County of San Bernardino v. Barlow Respiratory Hospital
and related actions seek mandamus relief requiring the State to retroactively
increase out-patient Medi-Cal reimbursement rates. Plaintiffs have estimated
the damages to be several hundred million dollars. The State is vigorously
defending these cases, as well as related federal cases addressing the
calculation of Medi-Cal reimbursement rates in the future.

The State is involved in two refund actions, Cigarettes Cheaper!, et
al. v. Board of Equalization, et al. and California Assn. Of Retail
Tobacconists (CART), et al. v. Board of Equalization, et al., that challenge
the constitutionality of Proposition 10, approved by the voters in 1998.
Plaintiffs allege that Proposition 10, which increases the excise tax on
tobacco products, violates 11 sections of the California Constitution and
related provisions of law. Plaintiffs Cigarettes Cheaper! seek declaratory
and injunctive relief and a refund of over $4 million. The CART case filed
by retail tobacconists in San Diego seeks a refund of $5 million. The State
is vigorously contesting these cases. If the statute is declared
unconstitutional, exposure may include the entire $750 million collected
annually with interest.

The State is involved in two cases challenging the constitutionality
of the interest offset provisions of the Revenue and Taxation Code:
Hunt-Wesson, Inc., v. Franchise Tax Board and F.W. Woolworth Co. and Kinney
Shoe Corporation v. Franchise Tax Board. In both cases, the Franchise Tax
Board prevailed in the California Court of Appeal and the California Supreme
Court denied taxpayers's petitions for review. In both cases, the United
States Supreme Court granted centiorari. On February 22, 2000 the United
States Supreme Court reversed and remanded the Hunt-Wesson case to the
California Court of Appeal for further proceedings. Although the Court did
not take similar action in the Woolworth Co. case, it is anticipated that it
will do so. The Franchise Tax Board recently estimated that the adverse
decision in these cases will result in a reduction in state revenues of
approximately $15 million annually, with past year collection and interest
exposure of approximately $95 million.

Guy F. Atkinson Company of California v. Franchise Tax Board is a
corporation tax refund action involving the solar energy system tax credit
provided for under the Revenue and Taxation Code. The case went to trial in
May 1998 and the trial court entered judgment in favor of the Franchise Tax
Board. The taxpayer has filed an appeal to the California Court of Appeal
and briefing is completed. The Franchise Tax Board estimates that the cost
would be $150 million annually if the plaintiff prevails. Allowing refunds
for all open years would entail a refund of at least $500 million.

Jordan, et al. v. Department of Motor Vehicles, et al. challenges the
validity of the Vehicle Smog Impact Fee, a $300 fee which is collected by the
Department of Motor Vehicles from vehicle registrants when a vehicle without
a California new-vehicle certification is first registered in California.
The plaintiffs contend that the fee violates the interstate commerce and
equal protection clauses of the United States Constitution as well as Article
XIX of the State Constitution. In October 1999, the Court of Appeals upheld
a trial court judgment for the plaintiffs in the Jordan case, and the State
has declined to appeal further. Although refunds through the court actions
could be limited by a three-year statute of limitations, with a potential
liability of about $750 million, the Governor has proposed refunding fees
collected back to the initiation of these fees in 1990. Legislation has been
enacted, which the Governor is prepared to sign, providing a $665 million
supplemental appropriation in 1999-2000 to pay these claims.

PTI, Inc., et al. v. Philip Morris, et al. was filed by five
distributors in the cigarette import/re-entry business, seeking to overturn
the tobacco Master Settlement Agreement ("MSA") entered between 46 states and
the tobacco industry in November 1998. The primary focus of the complaint is
the provision of the MSA encouraging participating states to adopt a statute
requiring nonparticipating manufacturers to either become participating
manufacturers and share the financial obligations under the MSA or pay money
into an escrow account. Plaintiffs seek compensatory and punitive damages
against the State and State officials and an order placing tobacco settlement
funds into a trust to be administered by the court for the treatment of
medical expenses of persons injured by tobacco products. A motion to dismiss
the complaint was heard on May 8, 2000. The potential fiscal impact of an
adverse ruling is largely unknown, but could exceed the full amount of the
settlement (estimated to be $1 billion annually, of which 50% will go
directly to the State's General Fund and the other 50% directly to the
State's 58 counties and 4 largest cities).

Arnett v. California Public Employees Retirement System, et. al. was
filed by seven former employees of the State of California and local agencies
seeking back wages, damages and injunctive relief. Plaintiffs are former
public safety members who began employment after the age of 40 and are
recipients of Industrial Disability Retirement ("IDR") benefits. Plaintiffs
contend that the formula which determines the amount of IDR benefits violates
the federal Age Discrimination in Employment Act of 1967. Plaintiffs contend
that, but for their ages at hire, they would receive increased monthly IDR
benefits similar to their younger counterparts who began employment before
the age of 40. On August 17, 1999, the Ninth Circuit Court of Appeals
reversed the District Court's dismissal of the complaint for failure to state
a claim. The United States Supreme Court vacated the judgment of the Ninth
Circuit and remanded the case back to the Ninth Circuit. In the event of an
unfavorable result, CalPERS has estimated the liability to the State as
approximately $315.5 million.

On March 30, 2000, a group of students, parents, and community based
organizations representing school children in the Los Angeles Unified School
District brought a law suit against the State Allocation Board ("SAB"), the
State Office of Public School Construction ("OPSC") and a number of State
officials (Godinez, et al. v. Davis, et al.) in the Superior Court in the
County of Los Angeles. The lawsuit principally alleges SAB and OPSC have
unconstitutionally and improperly allocated funds to local school districts
for new public school construction as authorized by the Class Size Reduction
Kindergarten-University Public Education Facilities Bond Act (hereafter
referred to as "Proposition 1A"). Plaintiffs allege that funds are not being
allocated reasonably and fairly according to need on the basis of a uniform,
state wide assessment of highest priority needs. Plaintiffs seek a
declaration of the illegality of the current allocation system, and a
preliminary and permanent injunction and/or a writ of mandate against further
allocation of Proposition 1A funds unless the allocation system is modified.
On May 12, 2000, Judge David P. Yaffe of the Superior Court denied
Plaintiffs' request for a temporary restraining order, and a hearing on
Plaintiffs' request for a preliminary injunction is scheduled on June 20,
2000. The State will vigorously defend this lawsuit. The Plaintiffs have
not questioned the legality of, or sought any relief concerning, any
commercial paper notes or bonds issued by the State under Proposition 1A, all
of which funded projects based on allocations made prior to the filing of the
lawsuit. The Attorney General is of the opinion that the lawsuit does not
affect the validity of any State bonds.

APPENDIX D

RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS

The following information constitutes only a brief summary, does not
purport to be a complete description, and is based primarily on information
drawn from the Annual Information Statement of the State of New York (the
"State") available as of the date of this Statement of Additional
Information. While the Fund has not independently verified this information,
it has no reason to believe that such information is not correct in all
material respects.

The State's fiscal year begins on April 1st and ends on March 31st. On
March 30, 2000, the State adopted the debt service portion of the State
budget for the 2000-01 fiscal year; on May 5, 2000, it enacted the remainder
of the budget. The Governor approved the budget as passed by the
Legislature. Prior to passing the budget in its entirety for the 2000-01
fiscal year, the State enacted appropriations that permitted the State to
continue its operations.

Following enactment of the 2000-01 budget, the State prepared a
Financial Plan for the 2000-01 fiscal year (the "2000-01 Financial Plan")
that sets forth projected receipts and disbursements based on the actions
taken by the Legislature. For fiscal year 2000-01, General Fund
disbursements, including transfers to support capital projects, debt service
and other funds, were estimated at $38.92 billion, an increase of $1.75
billion or 4.72% over 1999-2000. Projected spending under the 2000-01
enacted budget was $992 million above the Governor's Executive Budget
recommendations.

The 2000-01 Financial Plan projected closing balances in the General
Fund and other reserves of $3.2 billion, including $1.71 billion in the
General Fund. This closing balance is comprised of $675 million in reserves
for potential labor costs resulting from new collective bargaining agreements
and other spending commitments, $547 million in the Tax Stabilization Reserve
Fund (TSRF) (for use in case of unanticipated deficits), $150 million in the
Contingency Reserve Fund (CRF) (which helps offset litigation risks), and
$338 million in the Community Projects Fund (CPF) (which finances legislative
initiatives). In addition to the $1.71 billion balance in the General Fund,
$1.2 billion was projected for reserve in the STAR Special Revenue Fund and
$250 million in the Debt Reduction Reserve Fund (DRRF).

Several developments arising from negotiations on the budget will
affect State finances in subsequent years. First, a portion of Legislative
additions to the 2000-01 Executive Budget will recur at higher spending
levels in 2001-02 and beyond, including increased funding for school aid,
tuition assistance, and prescription drug coverage for the elderly. Second,
the Legislature enacted the Debt Reform Act of 2000 (Debt Reform Act). The
Debt Reform Act, which applies to new State-supported debt issued on or after
April 1, 2000, imposes caps on new debt outstanding and new debt service
costs, restricts the use of debt to capital purposes only, and restricts the
maximum term of State debt issuances to no more than 30 years. Finally, the
State adopted an additional tax relief package that will reduce tax receipts
by $1.2 billion when fully effective; this package includes the elimination
or reduction of gross receipts taxes on energy ($330 million), the expansion
of the "Power for Jobs" energy tax credit program ($125 million), a college
tuition deduction or credit taken against personal income taxes ($200
million), and reduction of the marriage penalty for taxpayers who file
jointly ($200 million).

Many complex political, social and economic forces influence the
State's economy and finances, which in turn may affect the State Financial
Plan. These forces may affect the State unpredictably from fiscal year to
fiscal year and are influenced by governments, institutions, and
organizations that are not subject to the State's control. The State
Financial Plan also is based upon forecasts of national and State economic
activity. Economic forecasts frequently have failed to predict accurately
the timing and magnitude of changes in the national and State economies. The
Division of Budget (DOB) believes that its projections of receipts and
disbursements relating to the current State Financial Plan, and the
assumptions on which they are based, are reasonable. Actual results,
however, could differ materially and adversely from the projections set forth
in the State's Annual Information Statement and summarized below, and those
projections may be changed materially and adversely from time to time. See
the section entitled "Special Considerations" below for a discussion of risks
and uncertainties faced by the State.

2000-01 State Financial Plan

Four governmental fund types comprise the State Financial Plan: the
General Fund, the Special Revenue Funds, the Capital Projects Funds, and the
Debt Service Funds. The State's fund structure adheres to the accounting
standards of the Governmental Accounting Standards Board.

General Fund

The General Fund is the principal operating fund of the State and is
used to account for all financial transactions except those required to be
accounted for in another fund. It is the State's largest fund and receives
almost all State taxes and other resources not dedicated to particular
purposes. In the State's 2000-01 fiscal year, the General Fund (exclusive of
transfers) is expected to account for approximately 46.6 % of All
Governmental Funds disbursements and 67.8 % of total State Funds
disbursements. General Fund moneys also are transferred to other funds,
primarily to support certain capital projects and debt service payments in
other fund types.

Total receipts and transfers from other funds are projected to be
$39.72 billion in 2000-01, an increase of $2.32 billion over 1999-2000.
Total General Fund disbursements and transfers to other funds are projected
to be $39.29 billion, an increase of $2.12 billion over 1999-2000.

On July 31, 2000, the State released the first of three quarterly
updates to the 2000-01 Financial Plan (the "July Update"). In the July
Update, the State continues to project the 2000-01 Financial Plan will remain
in balance. At the end of the first quarter of the 2000-01 fiscal year, the
General Fund had a cash balance of $6.75 billion, $446 million above the
estimate in the Financial Plan. Total General Fund receipts and transfers
from other funds totaled $14.93 billion in the first quarter, $464 million
higher than the Financial Plan cashflow projections. Total General Fund
disbursements and transfers to other funds totaled $9.35 billion in the first
quarter, $18 million above the cashflow projections, which is attributable to
the timing of payments and not anticipated to affect year-end totals.

Projected General Fund Receipts

Total General Fund receipts and transfers in 2000-01 are projected to
be $39.72 billion, an increase of $2.32 billion from the $37.40 billion
recorded in 1999-2000. This total includes $36.35 billion in tax receipts,
$1.34 billion in miscellaneous receipts, and $2.03 billion in transfers from
other funds. The transfer of $3.4 billion net resources through the tax
refund reserve account from 1999-2000 to the 2000-01 fiscal period has the
effect of exaggerating the growth in State receipts from year to year by
depressing reported 1999-2000 figures and inflating 2000-01 projections.

The Personal Income Tax is imposed on the income of individuals,
estates and trusts and is based, with certain modifications, on federal
definitions of income and deductions. Net General Fund personal income tax
collections are projected to reach $24.33 billion in 2000-01, well over half
of all General Fund receipts and nearly $4 billion above the reported
1999-2000 collection total. Much of this increase is associated with the
$3.4 billion net impact of the transfer of the surplus from 1999-2000 to the
current year as partially offset by the diversion of an additional $1.99
billion in income tax receipts to the School Tax Relief (STAR) fund. The
STAR program was created in 1997 as a State-funded local property tax relief
program funded through the use of personal income tax receipts. Adjusted for
these transactions, the growth in net income tax receipts is roughly $1.3
billion, an increase of almost 5 %.

This growth is largely a function of two factors: (i) the 9 % growth in
income tax liability projected for tax year 2000; and (ii) the impact of the
1999 tax year settlement recorded early in the 2000-01 fiscal year.

The most significant statutory changes made this fiscal year provide
for an increase, phased-in over two years, in the earned income tax credit
from 25% to 30% of the federal credit.

User taxes and fees are comprised of three-quarters of the State's 4%
sales and use tax, cigarette, alcoholic beverage, container, and auto rental
taxes, and a portion of the motor fuel excise levies. This category also
includes receipts from the motor vehicle registration fees and alcoholic
beverage license fees. Dedicated transportation funds outside of the General
Fund receive a portion of motor fuel tax and motor vehicle registration fees
and all of the highway use taxes. Receipts from user taxes and fees are
projected to total $7.02 billion, a decrease of $583 million below reported
collections in the prior year.

The sales tax and cigarette tax components of this category account for
virtually all of the 2000-01 decline. Growth in base sales tax yield, after
adjusting for tax law and other changes, is projected at 4.5%. Modest
decreases in motor fuel and alcoholic beverage taxes over 1999-2000 levels
also are expected. However, receipts from auto rental taxes are estimated to
increase modestly.

Business taxes include franchise taxes based generally on net income of
general business, bank and insurance corporations, as well as
gross-receipts-based taxes on utilities and gallonage-based petroleum
business taxes.

Total business tax collections in 2000-01 are now projected to be $4.23
billion, $332 million below results for the prior fiscal year. The
year-over-year decline in projected receipts in this category is largely
attributable to statutory changes. These include the first year impact of a
scheduled corporation franchise tax rate reduction, a reduction in the cap on
tax liability for non-life insurers, and the expansion of the economic
development zone (renamed Empire Zones, effective May 19, 2000) and zone
equivalent areas tax credits. Ongoing tax reductions include the second year
of the corporation franchise rate reduction, the gross receipts tax rate cut
from 3.25% to 2.5%, the continuation of the "Power for Jobs" program, and the
use of tax credits for investments in certified capital companies.

Other taxes include the estate and gift tax, the real property gains
tax and pari-mutual taxes. Taxes in this category are now projected to total
$766 million, $341 million below last year's amount. The primary factors
accounting for most of the expected decline are legislation enacted
previously that repealed both the real property gains tax and the gift tax
and significantly reduced estate tax rates, and the incremental effects of
tax reductions in the pari-mutual tax.

Miscellaneous receipts include investment income, abandoned property
receipts, medical provider assessments, minor federal grants, receipts from
public authorities, and certain other license and fee revenues.
Miscellaneous receipts are expected to total $1.34 billion, down $309 million
from the prior year amount. This reflects the loss of non-recurring receipts
received in 1999-2000 and the phase-out of the medical provider assessments
completed in January 2000.

Transfers from other funds to the General Fund consist primarily of tax
revenues in excess of debt service requirements, including the 1% sales tax
used to support payments to Local Government Assistance Corporation (LGAC).

Transfers from other funds are expected to total $2.03 billion, or $108
million less than total receipts from this category during 1999-2000. Total
transfers of sales taxes in excess of LGAC debt service requirements are
expected to decrease by approximately $74 million, while transfers from all
other funds are expected to decrease by $34 million.

Projected General Fund Disbursements

General Fund disbursements, including transfers to support capital
projects, debt service and other funds, are estimated in the July Update to
be at $39.29 billion in 2000-01, an increase of $370 million over the
Financial Plan enacted in May 2000. The entire net increase in disbursements
reflects the cost of labor agreements ratified by State employee unions and
approved by the State Legislature.

Following the pattern of the last three fiscal years, education
programs receive the largest share of new funding contained in the 2000-01
Financial Plan. School aid is expected to grow by $850 million or 8.0% over
1999-2000 levels (on a State fiscal year basis). Outside of education, the
largest growth in spending is for State Operations ($801 million increase);
and general State charges ($104 million).

The Financial Plan also reflects the use of resources from the Health
Care Reform Act of 2000 (HCRA 2000) that will help finance several health and
mental hygiene programs in Special Revenue Funds, including prescription drug
assistance for the elderly, supplemental Medicare insurance, and other public
health services.

Grants to Local Governments is the largest category of General Fund
disbursements and includes financial assistance to local governments and
not-for-profit corporations, as well as entitlement benefits to individuals.
The largest areas of spending in this category are for aid to elementary and
secondary schools (43%) and for the State's share of Medicaid payments to
providers (21%). Grants to Local Governments are projected in the July
Update to be at $26.87 billion in 2000-01, an increase of $1.23 billion over
1999-2000.

Under the 2000-01 enacted budget, General Fund spending on school aid
is projected at $11.47 billion on a State fiscal year basis, an increase of
$850 million from the prior year. The budget provides additional funding for
operating aid, building aid, and several other targeted aid programs. For
all other educational programs, disbursements are projected to grow by $376
million to $3.23 billion.

Spending for Medicaid in 2000-01 is projected to total $5.59 billion,
an increase of 4% from 1999-2000. Welfare spending is projected at $1.20
billion, a decrease of $77 million from the prior year. Disbursements for
all other health and social welfare programs are projected to total $1.93
billion, an increase of $262 million.

The remaining disbursements primarily support community-based mental
hygiene programs, local transportation programs, and revenue sharing payments
to local governments. Revenue sharing and other general purpose aid to local
governments is projected at $923 million.

State operations pays for the costs of operating the Executive,
Legislative, and Judicial branches of government, including the prison
system, mental hygiene institutions, and the State University system (SUNY).
Spending in State operations is projected in the July Update to be $7.40
billion, an increase of $801 million over the prior year. The growth
reflects $324 million for new labor contacts, offset by $30 million in
savings from efficiencies in agency operations, a $38 million reduction in
one-time receipts from the State University, and a $56 million decrease in
Federal grants from the Department of Correctional Services. The State's
overall workforce is expected to remain stable at around 195,000 employees.

General State charges account for the costs of providing fringe
benefits to State employees and retirees of the Executive, Legislature, and
Judiciary. These payments, many of which are mandated by statute and
collective bargaining agreements, include employer contributions for
pensions, social security, health insurance, workers' compensation, and
unemployment insurance. General State charges also cover State
payments-in-lieu-of-taxes to local governments for certain State-owned lands,
and the costs of defending lawsuits against the State and its public officers.

Disbursements in this category are estimated at $2.19 billion, an
increase of $104 million from the prior year. The change primarily reflects
higher health insurance rates in calendar year 2000, primarily to cover the
increasing cost of providing prescription drug benefits for State employees.
The 2000-01 spending estimate continues to assume the $250 million in offset
funds related to the dissolution of the Medical Malpractice Insurance
Association (MMIA), which is the last year these funds are expected to be
available.

This category accounts for debt service on short-term obligations of
the State, i.e., the interest costs of the State's commercial paper program.
The commercial paper program is expected to have a maximum of $45 million
outstanding during 2000-01, as this program is being replaced with additional
variable rate general obligation bonds. The majority of the State's debt
service is for long-term bonds, and is shown in the Financial Plan as a
transfer to the General Debt Service Fund.

Transfers to other funds from the General Fund are made primarily to
finance certain portions of State capital projects spending and debt service
on long-term bonds where these costs are not funded from other sources.

Long-term debt service transfers are projected at $2.26 billion in
2000-01, an increase of $18 million from 1999-2000. The increase reflects
debt service costs from prior-year bond sales (net of refunding savings), and
certain sales planned to occur during the 2000-01 fiscal year to support new
capital spending, primarily for economic development, the environment and
education.

Transfers for capital projects provide General Fund support for
projects that are not financed with bond proceeds, dedicated taxes, other
revenues, or federal grants. Transfers in this category are projected to
total $234 million in 2000-01, an increase of $23 million from the prior year.

All other transfers, which reflect the remaining transfers from the
General Fund to other funds, are estimated to total $294 million in 2000-01,
a decline of $94 million from 1999-2000.

The Debt Reduction Reserve Fund (DRRF) is assumed by DOB to be
reclassified from the General Fund to the Capital Projects fund type in
2000-01. The 2000-01 Financial Plan reflects the deposit of an additional
$250 million in General Fund receipts to DRRF in 2000-01, as well as $250
million in one-time resources from the State's share of tobacco settlement
proceeds.

Non-recurring Resources

The DOB estimates that the 2000-01 State Financial Plan contains new
actions that provide non-recurring resources or savings totaling
approximately $36 million, excluding use of the 1999-2000 surplus.

General Fund Closing Balance

The July Update projects a closing balance of $1.34 billion in the
General Fund for 2000-01, a decrease of $370 million from the Financial Plan
enacted in May 2000. The planned use of labor reserves to finance approved
labor agreements accounts for the decline. The closing balance is comprised
of $305 million in remaining reserves for collective bargaining and other
purposes, $547 million in the Tax Stabilization Reserve Fund (for
unanticipated budget shortfalls), $150 million in the Contingency Reserve
Fund (for litigation risks), and $338 million in the Community Projects Fund
(for legislative initiatives). The closing fund balance does not include
additional reserves of $1.2 billion in the School Tax Relief (STAR) Special
Reserve Fund (for future STAR payments) and $250 million in the Debt
Reduction Reserve Fund (for 2001-02 debt reduction).

Outyear Projections of Receipts and Disbursements

State law requires the Governor to propose a balanced budget each
year. Preliminary analysis by DOB indicates that the State will have a
2001-02 budget gap of approximately $2 billion, which is comparable with gaps
projected following enactment of recent state budgets. This estimate includes
projected costs of new collective bargaining agreements, no assumed operating
efficiencies, and the planned application of approximately $1.2 billion in
STAR tax reduction reserves. In recent years, the State has closed projected
budget gaps which DOB estimates have ranged from $5.0 billion to less than $1
billion. DOB will formally update its projections of receipts and
disbursements for future years as part of the Governor's 2001-02 Executive
Budget submission. The revised expectations for these years will reflect the
cumulative impact of tax reductions and spending commitments enacted over the
last several years as well as new 2001-02 Executive Budget recommendations.

Sustained growth in the State's economy could contribute to closing
projected budget gaps over the next several years, both in terms of
higher-than-projected tax receipts and in lower-than-expected entitlement
spending. The State assumes that savings from initiatives by State agencies
to deliver services more efficiently, workforce management efforts,
maximization of federal and non-General Fund spending offsets, and other
actions necessary to help bring projected disbursements and receipts into
balance.

From 1999-2000 through 2002-03, the State expects to receive $1.54
billion under the nationwide settlement with cigarette manufacturers.
Counties, including New York City, are projected to receive settlement
payments of $1.47 billion over the same period. The State plans to use $1.29
billion in tobacco settlement money over the next three years to finance
health programs under HCRA 2000 ($1.01 billion) and projected increased costs
in Medicaid ($274 million). The remaining $250 million in one-time tobacco
payments from 1999-2000 will be deposited to DRRF.

Other Governmental Funds

In addition to the General Fund, the State Financial Plan includes
Special Revenue Funds, Capital Projects Funds and Debt Service Funds which
are discussed below. Amounts below do not include other sources and uses of
funds transferred to or from other fund types.

All Governmental Funds spending is estimated at $77.53 billion in
2000-01, an increase of $4.17 billion or 5.7% above the prior year. When
spending for the STAR tax relief program is excluded, spending growth is
4.6%. The spending growth is comprised of changes in the General Fund ($1.81
billion excluding transfers), Special Revenue Funds ($2.03 billion), Capital
Projects Funds ($124 million) and Debt Service Funds ($206 million).

Special Revenue Funds

Total disbursements for programs supported by Special Revenue Funds are
projected at $33.25 billion, an increase of $2.03 billion or 6.5% over
1999-2000. Special Revenue Funds include federal grants and State special
revenue funds.

Federal grants are projected to comprise 69% of all Special Revenue
Funds spending in 2000-01, comparable to prior years. Disbursements from
federal funds are estimated at $22.87 billion, an increase of $798 million or
3.6%. Medicaid is the largest program within federal funds, accounting for
over half of total spending in this category. In 2000-01, Medicaid spending
is projected at $14.93 billion, an increase of $396 million over 1999-2000.
The remaining growth in federal funds is primarily for the Child Health Plus
program, which is estimated to increase by $86 million in 2000-01, as well as
increased spending in various social service programs.

State special revenue spending is projected to be $10.38 billion, an
increase of $1.23 billion or 13.5% from the last fiscal year. The spending
reflects the next phase of the STAR program valued at $2.0 billion (up $785
million from 1999-2000), and $617 million in additional spending resulting
from HCRA 2000. This growth is offset by decreased spending of $176 million
due to the elimination of medical provider assessments on January 1, 2000.

Capital Projects Funds

Spending from Capital Projects Funds in 2000-01 is projected at $4.35
billion, an increase of $124 million or 2.9% from last fiscal year. The
increase is attributed to $184 million for new capital projects, primarily
for transportation, economic development, the environment and education and
planned increases for school construction and economic development programs.

Debt Service Funds

Spending from Debt Service Funds is estimated at $3.79 billion in
2000-01, up $206 million or 5.7% from 1999-2000. Transportation purposes,
including debt service on bonds issued for State and local highway and bridge
programs financed through the New York State Thruway Authority and supported
by the Dedicated Highway and Bridge Trust Fund, account for $127 million of
the year-to-year growth. Debt service for educational purposes, including
State and City University programs financed through the Dormitory Authority,
will increase by $59 million. The remaining growth is for a variety of
programs in mental health and corrections, and for general obligation
financings.

GAAP-Basis Financial Plan (2000-01)

State law requires the State to update its projected GAAP-basis
financial results for the current fiscal year on or before September first of
each year. The State bases its GAAP projections on the cash estimates in the
July Update and the actual results for 1999-2000 as reported by the State
Comptroller on July 28, 2000.

The State ended 1999-2000 with an accumulated General Fund surplus of
$3.93 billion, as measured by GAAP, marking the third consecutive fiscal year
that has ended with an accumulated surplus. During 2000-01, the State
expects to close the fiscal year with a positive GAAP balance of $1.84
billion in the General Fund.

The GAAP-basis General Fund Financial Plan for 2000-01 projects tax
revenues of $34.22 billion and miscellaneous revenues of $3.04 billion, which
will finance projected expenditures of $39.31 billion and net financing uses
of $43 million.

Special Considerations

Despite recent budgetary surpluses recorded by the State, actions
affecting the level of receipts and disbursements, the relative strength of
the State and regional economy, and actions by the federal government could
impact projected budget gaps for the State. These gaps would result from a
disparity between recurring revenues and the costs of increasing the level of
support for State programs. To address a potential imbalance in any given
fiscal year, the State would be required to take actions to increase receipts
and/or reduce disbursements as it enacts the budget for that year, and, under
the State Constitution, the Governor is required to propose a balanced budget
each year. There can be no assurance, however, that the Legislature will
enact the Governor's proposals or that the State's actions will be sufficient
to preserve budgetary balance in a given fiscal year or to align recurring
receipts and disbursements in future fiscal years.

Many complex political, social and economic forces influence the
State's economy and finances, which may in turn affect the 2000-01 Financial
Plan. These forces may affect the State unpredictably from fiscal year to
fiscal year and are influenced by governments, institutions, and events that
are not subject to the State's control. The 2000-01 Financial Plan is based
upon forecasts of national and State economic activity developed through both
internal analysis and review of national and State economic forecasts
prepared by commercial forecasting services and other public and private
forecasters. Many uncertainties exist in forecasts of both the national and
State economies, including consumer attitudes toward spending, the extent of
corporate and governmental restructuring, the condition of the financial
sector, federal, fiscal and monetary policies, the level of interest rates,
and the condition of the world economy, which could have an adverse effect on
the State. There can be no assurance that the State economy will not
experience results in the current fiscal year that are worse than predicted,
with corresponding material and adverse effects on the State's projections of
receipts and disbursements.

Projections of total State receipts in the 2000-01 Financial Plan are
based on the State tax structure in effect during the fiscal year and on
assumptions relating to basic economic factors and their historical
relationships to State tax receipts. In preparing projections of State
receipts, economic forecasts relating to personal income, wages, consumption,
profits and employment have been particularly important. The projection of
receipts from most tax or revenue sources is generally made by estimating the
change in yield of such tax or revenue source caused by economic and other
factors, rather than by estimating the total yield of such tax or revenue
source from its estimated tax base. The forecasting methodology, however,
ensures that State fiscal year collection estimates for taxes that are based
on a computation of annual liability, such as the business and personal
income taxes, are consistent with estimates of total liability under such
taxes.

Projections of total State disbursements are based on assumptions
relating to economic and demographic factors, potential collective bargaining
agreements, levels of disbursements for various services provided by local
governments (where the cost is partially reimbursed by the State), and the
results of various administrative and statutory mechanisms in controlling
disbursements for State operations. Factors that may affect the level of
disbursements in the fiscal year include uncertainties relating to the
economy of the nation and the State, the policies of the federal government,
collective bargaining negotiations and changes in the demand for and use of
State services.

An ongoing risk to the 2000-01 Financial Plan arises from the potential
impact of certain litigation and of federal disallowances now pending against
the State, which could adversely affect the State's projections of receipts
and disbursements. The 2000-01 Financial Plan contains projected reserves of
$150 million in 2000-01 for such events, but assumes no significant federal
disallowance or other federal actions that could affect State finances.

Additional risks to the 2000-01 Financial Plan arise out of actions at
the federal level. The Personal Responsibility and Work Opportunity
Reconciliation Act of 1996 created a new Temporary Assistance to Needy
Families program (TANF) partially funded with a fixed federal block grant to
states. Congress has recently debated proposals under which the federal
government would take a portion of state reserves from the TANF block grant
for use in funding other federal programs. It has also considered proposals
that would lower the State's share of mass transit operating assistance.
Finally, several proposals to alter federal tax law that have surfaced in
recent years could adversely affect State revenues, since many State taxes
depend on federal definitions of income. While Congress has not enacted
these proposals, it may do so in the future, or it may take other actions
that could have an adverse effect on State finances.

The 2000-01 Financial Plan assumes the availability of certain
resources to finance portions of General Fund spending for fringe benefits,
health and welfare programs. These resources could become unavailable or
decrease, placing additional pressures on budget balance.

The Division of the Budget believes that its projections of receipts
and disbursements relating to the current State Financial Plan, and the
assumptions on which they are based, are reasonable. Actual results,
however, could differ materially and adversely from projections. In the
past, the State has taken management actions to address potential Financial
Plan shortfalls, and may take similar actions should adverse variances occur
in its projections for the current fiscal year.

GAAP-Basis Results for Prior Fiscal Years

1999-2000 Fiscal Year

The State completed its 1999-2000 fiscal year with a combined
governmental funds operating surplus of $3.03 billion, which included
operating surpluses in the General Fund ($2.23 billion), in Special Revenue
Funds ($665 million), in Debt Service Funds ($38 million) and in Capital
Projects Funds ($99 million).

General Fund

The State reported a General Fund operating surplus of $2.23 billion
for the 1999-2000 fiscal year, as compared to an operating surplus of $1.08
billion for the 1998-99 fiscal year. The operating surplus for 1999-2000
resulted in part from higher personal income tax receipts, and increases in
taxes receivable and other assets of $754 million and $137 million,
respectively, and decreases in deferred revenues, due to other funds and
other liabilities of $134 million. These gains were partially offset by
decreases in accounts receivable and money due from other funds of $77
million, increases in payables to local governments and accrued liabilities
of $80 million and $175 million, respectively, and an increase in tax refunds
payable of $537 million.

The State reported an accumulated fund balance of $3.92 billion in the
General Fund for 1999-2000. The accumulated fund balance is $50 million
higher after a restatement by the State Comptroller to reflect the
reclassification of the Debt Reduction Reserve Fund to the General Fund.

General Fund revenues increased $2.30 billion (6.4%) over the prior
fiscal year with increases in personal income and consumption and use taxes,
and miscellaneous revenues. Business tax and other tax revenues fell from
the prior fiscal year. Personal income taxes grew $1.98 billion, an increase
of nearly 9.7%. The increase in personal income taxes was caused by strong
employment and wage growth and the continued strong performance of the
financial markets during 1999. Consumption and use taxes increased $327
million, or 4.5%, to reflect a continuing high level of consumer confidence.
Miscellaneous revenues increased $303 million (14.1%), primarily due to
growth in investment earnings, fees, licenses, royalties and rents and
reimbursements from regulated industries used to fund State administrative
costs (e.g., banking and insurance). These increases were partially offset
by decreases in business and other taxes. Business taxes decreased nearly
$301 million, or 6.2%, because of prior year refunds and the application of
credit carryforwards which were applied against current year (1999)
liabilities. Other taxes decreased $12 million, or 1.1%.

General Fund expenditures increased $1.39 billion (3.9%) from the prior
fiscal year, with the largest increases occurring in education, health and
environment. Education expenditures grew $739 million (6.1%) due mainly to
an increase in spending for support for public schools, handicapped pupil
education and municipal and community colleges. Health and environment
expenditures increased over $215 million (33.5%) primarily reflecting
increased spending for local health programs. Personal service costs
increased $202 million (3.3%) principally as a result of increases in wages
as required by recently approved collective bargaining agreements.
Non-personal service costs increased $264 million (11.7%) due primarily to
increased spending for goods and services.

Net other financing sources in the General Fund increased $192 million
(45.9%) primarily because transfers of surplus revenues from the Debt Service
Funds increased by nearly $100 million and transfers from the Abandoned
Property Fund and the Hospital Bad Debt and Charity Accounts increased by
nearly $120 million.

Special Revenue, Debt Service and Capital Projects Fund Types

An operating surplus of $665 million was reported for the Special
Revenue Funds for the 1999-2000 fiscal year which increased the accumulated
fund balance to $2.14 billion after restatement of prior year fund balances.
As a result of legislation enacted during the fiscal year ended March 31,
2000, the Hospital Bad Debt and Charity Accounts were reclassified to Special
Revenue Funds thereby increasing the beginning fund balance by $1.01
billion. Revenues increased $2.15 billion over the prior fiscal year (6.9%)
as a result of increases in tax, federal grants, and miscellaneous revenues.
Expenditures increased $1.49 billion (5.4%) as a result of increased costs
for local assistance grants and non-personal service. Net other financing
uses increased $174 million (4.5%).

Debt Service Funds ended the 1999-2000 fiscal year with an operating
surplus of $38 million and, as a result, the accumulated fund balance
increased to $2.06 billion. Revenues increased $200 million (7.4%) primarily
because of increases in dedicated taxes. Debt service expenditures increased
$429 million (15.0%). Net other financing sources increased $113 million
(36.1%) due primarily to increases in transfers from the General Fund.

An operating surplus of $99 million was reported in the Capital
Projects Funds for the State's 1999-2000 fiscal year and, as a result, the
accumulated fund balance deficit decreased to $129 million. Revenues
increased $93 million (3.7%) primarily because federal grant revenues
increased $90 million for transportation projects. Expenditures increased
$84 million (2.3%) primarily because of increases capital construction
spending for transportation projects. Net other financing sources decreased
by $63 million (4.6%).

1998-99 Fiscal Year

The State completed its 1998-99 fiscal year with a combined
governmental funds operating surplus of $1.32 billion, which included
operating surpluses in the General Fund ($1.078 billion), in Debt Service
Funds ($209 million) and in Capital Projects Funds ($154 million) offset, in
part, by an operating deficit in Special Revenue Funds ($117 million).

1997-98 Fiscal Year

The State completed its 1997-98 fiscal year with a combined
governmental funds operating surplus of $1.80 billion, which included an
operating surplus in the General Fund of $1.56 billion, in Capital Projects
Funds of $232 million and in Special Revenue Funds of $49 million, offset, in
part, by an operating deficit of $43 million in Debt Service Funds.

Cash-Basis Results for Prior Fiscal Years

General Fund 1997-98 through 1999-2000

New York State's financial operations have improved during recent
fiscal years. During its last eight fiscal years, the State has recorded
balanced budgets on a cash basis, with positive year-end fund balances.

1999-2000 Fiscal Year

The State ended its 1999-2000 fiscal year in balance on a cash basis,
with a General Fund cash surplus as reported by the DOB of $1.51 billion. As
in recent years, strong growth in receipts above forecasted accounts produced
most of the year-end surplus. Spending was also modestly below projections,
further adding to the surplus.

The State reported a General Fund closing balance of $1.17 billion, an
increase of $275 million from the prior fiscal year. The balance was held in
four accounts within the General Fund: the Tax Stabilization Reserve Fund
(TSRF), the Contingency Reserve Fund (CRF) the Debt Reduction Reserve Fund
(DRRF) and the Community Projects Fund (CPF). The balance is comprised of
$547 million in the TSRF after a deposit of $74 million in 1999-2000; $107
million in the CRF; $250 million in the DRRF; and $263 million in the CPF.

The closing fund balance excludes $3.97 billion that the State
deposited into the tax refund reserve account at the close of 1999-2000 to
pay for tax refunds in 2000-01 of which $521 million was made available as a
result of the Local Government Assistance Corporation (LGAC) financing
program and was required to be on deposit as of March 31, 2000. The tax
refund reserve account transaction has the effect of decreasing reported
personal income tax receipts in 1999-2000, while increasing reported receipts
in 2000-01.

General Fund receipts and transfers from other funds (net of tax refund
reserve account activity) for the 1999-2000 fiscal year totaled $37.40
billion, an increase of 1.6% from 1998-99 levels. General Fund disbursements
and transfers to other funds totaled $37.17 billion for the 1999-2000 fiscal
year, an increase of 1.6% from the prior fiscal year.

1998-99 Fiscal Year

The State ended its 1998-99 fiscal year on March 31, 1999, in balance
on a cash basis, with a General Fund cash surplus as reported by DOB of
approximately $1.82 billion. The cash surplus was derived primarily from
higher-than-projected tax collections as a result of continued economic
growth, particularly in the financial markets and securities industries.

The General Fund had a closing balance of $892 million, an increase of
$254 million from the prior fiscal year. The TSRF closing balance was $473
million, following an additional deposit of $73 million in 1998-99. The CRF
closing balance was $107 million, in following a $39 million deposit in
1998-99. The CPF closed the fiscal year with a balance of $312 million. The
General Fund closing balance did not include $2.31 billion in the tax refund
reserve account, of which $521 million was made available as a result of the
LGAC financing program and was required to be on deposit on March 31, 1999.

General Fund receipts and transfers from other funds (net of tax refund
reserve account activity) for the 1998-99 fiscal year totaled $36.82 billion,
an annual increase of 6.2% over 1997-98. General Fund disbursements and
transfers to other funds were $36.57 billion, an annual increase of 6.1%.

1997-98 Fiscal Year

The State ended its 1997-98 fiscal year in balance on a cash basis,
with a General Fund cash surplus as reported by DOB of approximately $2.04
billion. The cash surplus was derived primarily from higher-than-anticipated
receipts and lower spending on welfare, Medicaid, and other entitlement
programs.

The General Fund closing balance was $638 million, an increase of $205
million from the prior fiscal year. The balance included $400 million in the
TSRF, after a required deposit of $15 million (repaying a transfer made in
1991-92) and an additional deposit of $68 million made from the 1997-98
surplus. (The CRF closing balance was $68 million, following a $27 million
deposit from the surplus. The CPF closed the fiscal year with a balance of
$170 million. The General Fund closing balance did not include $2.39 billion
in the tax refund reserve account, of which $521 million was made available
as a result of the LGAC financing program and was required to be on deposit
on March 31, 1998.)

General Fund receipts and transfers from other funds (net of tax refund
reserve account activity) for the 1997-98 fiscal year totaled $34.67 billion,
an increase of 4.9% from the previous fiscal year. General Fund
disbursements and transfers to other funds totaled $34.47 billion, an
increase of 4.8%.

Other Governmental Funds (1997-98 through 1999-2000)

Activity in the three other governmental funds has remained relatively
stable over the last three fiscal years, with federally-funded programs
comprising approximately two-thirds of these funds. The most significant
change in the structure of these funds has been the redirection of a portion
of transportation-related revenues from the General Fund to two dedicated
funds in the Special Revenue and Capital Projects fund types. These revenues
are used to support the capital programs of the Department of Transportation,
the Metropolitan Transportation Authority (MTA) and other transit entities.

In the Special Revenue Funds, disbursements increased from $27.65
billion to $31.22 billion over the last three years, primarily as a result of
increased costs for the federal share of Medicaid and the initial costs of
the STAR program. Other activity reflected dedication of taxes for mass
transportation purposes, new lottery games, and new fees for criminal justice
programs.

Disbursements in the Capital Projects Funds increased over the
three-year period from $3.57 billion to $4.22 billion, primarily for
education, environment, public protection and transportation programs. The
composition of this fund type's receipts also has changed as dedicated taxes,
federal grants and reimbursements from public authority bonds increased,
while general obligation bond proceeds declined.

Activity in the Debt Service Funds reflected increased use of bonds
during the three-year period for improvements to the State's capital
facilities and the ongoing costs of the LGAC fiscal reform program. The
increases were moderated by the refunding savings achieved by the State over
the last several years using strict present value savings criteria.
Disbursements in this fund type increased from $3.09 billion to $3.59 billion
over the three-year period.

The New York Economy

New York is the third most populous state in the nation and has a
relatively high level of personal wealth. The State's economy is diverse,
with a comparatively large share of the nation's finance, insurance,
transportation, communications and services employment, and a very small
share of the nation's farming and mining activity. The State's location and
its air transport facilities and natural harbors have made it an important
link in international commerce. Travel and tourism constitute an important
part of the economy. Like the rest of the nation, New York has a declining
proportion of its workforce engaged in manufacturing, and an increasing
proportion engaged in service industries.

New York's employment remained strong for the first six months of
2000. Most industry sectors experienced employment gains, with the service
sector accounting for the largest increases. The July forecast makes no
change in the employment outlook from the forecast contained in the Financial
Plan enacted in May 2000. Strong job growth is expected to continue
throughout the rest of 2000. Total employment growth of 2.1% is expected to
exceed national employment growth, although less than the 2.6% growth in
1999. As in the recent past, employment increases are expected to be
concentrated in the services sector. Wage growth for 2000 is expected to be
8.2%, while personal income growth is estimated at 6.5%.

Given the importance of the securities industry in the New York State
economy, a significant change in stock market performance during the forecast
horizon could result in financial sector profits and bonuses that are
significantly different from those embodied in the forecast. Any actions by
the Federal Reserve Board to moderate inflation by increasing interest rates
more than anticipated may have an adverse impact in New York given the
sensitivity of financial markets to interest rate shifts and the prominence
of these markets in the New York economy. In addition, there is a
possibility that greater-than-anticipated mergers, downsizing, and relocation
of firms caused by deregulation and global competition may have a significant
adverse effect on employment growth.

Services: The services sector, which includes entertainment, personal
services, such as health care and auto repairs, and business-related
services, such as information processing, law and accounting, is the State's
leading economic sector. The services sector accounts for more than three of
every ten nonagricultural jobs in New York and has a noticeably higher
proportion of total jobs than does the rest of the nation.

Manufacturing: Manufacturing employment continues to decline in
importance in New York, as in most other states, and New York's economy is
less reliant on this sector than in the past. However, it remains an
important sector of the State economy, particularly for the upstate economy,
as high concentrations of manufacturing industries for transportation
equipment, optics and imaging, materials processing, and refrigeration,
heating, and electrical equipment products are located in the upstate region.

Trade: Wholesale and retail trade is the second largest sector in
terms of nonagricultural jobs in New York but is considerably smaller when
measured by income share. Trade consists of wholesale businesses and retail
businesses, such as department stores and eating and drinking establishments.

Finance, Insurance and Real Estate: New York City is the nation's
leading center of banking and finance and, as a result, this is a far more
important sector in the State than in the nation as a whole. Although this
sector accounts for under one-tenth of all nonagricultural jobs in the State,
it contributes about one-fifth of total wages.

Agriculture: Farming is an important part of the economy of large
regions of the State, although it constitutes a very minor part of total
State output. Principal agricultural products of the State include milk and
dairy products, greenhouse and nursery products, apples and other fruits, and
fresh vegetables. New York ranks among the nation's leaders in the
production of these commodities.

Government: Federal, State and local government together are the third
largest sector in terms of nonagricultural jobs, with the bulk of the
employment accounted for by local governments. Public education is the
source of nearly one-half of total State and local government employment.

Economic and Demographic Trends

In the calendar years 1987 through 1998, the State's rate of economic
growth was somewhat slower than that of the nation. In particular, during
the 1990-91 recession and post-recession period, the economy of the State,
and that of the rest of the Northeast, was more heavily damaged than that of
the nation as a whole and has been slower to recover. However, the situation
has been improving during recent years. In 1999, for the first time in 13
years, the employment growth rate of the State surpassed the national growth
rate. Although the State unemployment rate has been higher than the national
rate since 1991, the gap between them has narrowed in recent years.

State per capita personal income has historically been significantly
higher than the national average, although the ratio has varied
substantially. Because New York City is a regional employment center for a
multi-state region, State personal income measured on a residence basis
understates the relative importance of the State to the national economy and
the size of the base to which State taxation applies.

Debt and Other Financing Activities

Financing activities of the State include general obligation debt and
State-guaranteed debt, to which the full faith and credit of the State has
been pledged, as well as lease-purchase and contractual-obligation
financings, moral obligation and other financings through public authorities
and municipalities, where the State's legal obligation to make payments to
those public authorities and municipalities for their debt service is subject
to annual appropriation by the Legislature.

The State has never defaulted on any of its general obligation
indebtedness or its obligations under lease-purchase or
contractual-obligation financing arrangements and has never been called upon
to make any direct payments pursuant to its guarantees.

The State's 2000-01 borrowing plan projects issuances of $367 million
in general obligation bonds, including $45 million for purposes of redeeming
the remaining outstanding BANs. The State does not anticipate issuing new
BANs during the 2000-01 fiscal year. The State is expected to issue up to
$276 million in COPs to finance equipment purchases (including costs of
issuance, reserve funds, and other costs) during the 2000-01 fiscal year. Of
this amount, it is anticipated that approximately $76 million will be used to
finance agency equipment acquisitions. Approximately $200 million is
expected to finance the purchase of new welfare computer systems designed to
improve case management, fraud detection and child support collection
capabilities.

Borrowings by public authorities pursuant to lease-purchase and
contractual-obligation financings for capital programs of the State are
projected to total approximately $2.91 billion, including costs of issuance,
reserve funds, and other costs, net of anticipated refundings and other
adjustments in 2000-01.

Public Authorities

The fiscal stability of the State is related in part to the fiscal
stability of its public authorities. For the purposes of this AIS, public
authorities refer to public benefit corporations, created pursuant to State
law, other than local authorities. Public authorities are not subject to the
constitutional restrictions on the incurrence of debt that apply to the State
itself and may issue bonds and notes within the amounts and restrictions set
forth in legislative authorization. The State's access to the public credit
markets could be impaired and the market price of its outstanding debt may be
materially and adversely affected if any of its public authorities were to
default on their respective obligations. As of December 31, 1999, there were
17 public authorities that had outstanding debt of $100 million or more, and
the aggregate outstanding debt, including refunding bonds, of these State
public authorities was $95 billion, only a portion of which constitutes
State-supported or State-related debt.

The State has numerous public authorities with various
responsibilities, including those which finance, construct and/or operate
revenue-producing public facilities. Public authorities generally pay their
operating expenses and debt service costs from revenues generated by the
projects they finance or operate, such as tolls charged for the use of
highways, bridges or tunnels, charges for public power, electric and gas
utility services, rentals charged for housing units, and charges for
occupancy at medical care facilities. In addition, State legislation
authorizes several financing techniques for public authorities. Also, there
are statutory arrangements providing for State local assistance payments
otherwise payable to localities to be made under certain circumstances to
public authorities. Although the State has no obligation to provide
additional assistance to localities whose local assistance payments have been
paid to public authorities under these arrangements, the affected localities
may seek additional State assistance if local assistance payments are
diverted. Some authorities also receive moneys from State appropriations to
pay for the operating costs of certain of their programs. As described
below, the MTA receives the bulk of this money in order to provide transit
and commuter services.

Beginning in 1998, the Long Island Power Authority (LIPA) assumed
responsibility for the provision of electric utility services previously
provided by Long Island Lighting Company for Nassau, Suffolk and a portion of
Queen Counties, as part of an estimated $7 billion financing plan. As of the
date of this AIS, LIPA has issued over $7 billion in bonds secured solely by
ratepayer charges. LIPA's debt is not considered either State-supported or
State-related debt.

Metropolitan Transportation Authority

The MTA oversees the operation of subway and bus lines in New York City
by its affiliates, the New York City Transit Authority and the Manhattan and
Bronx Surface Transit Operating Authority (collectively, the TA). The MTA
operates certain commuter rail and bus services in the New York metropolitan
area through the MTA's subsidiaries, the Long Island Rail Road Company, the
Metro-North Commuter Railroad Company, and the Metropolitan Suburban Bus
Authority. In addition, the Staten Island Rapid Transit Operating Authority,
an MTA subsidiary, operates a rapid transit line on Staten Island. Through
its affiliated agency, the Triborough Bridge and Tunnel Authority (TBTA), the
MTA operates certain intrastate toll bridges and tunnels. Because fare
revenues are not sufficient to finance the mass transit portion of these
operations, the MTA has depended on, and will continue to depend on,
operating support from the State, local governments and TBTA, including
loans, grants and subsidies. If current revenue projections are not realized
and/or operating expenses exceed current projections, the TA or commuter
railroads may be required to seek additional State assistance, raise fares or
take other actions.

Since 1980, the State has enacted several taxes-including a surcharge
on the profits of banks, insurance corporations and general business
corporations doing business in the 12-county Metropolitan Transportation
Region served by the MTA and a special one-quarter of 1% regional sales and
use tax-that provide revenues for mass transit purposes, including assistance
to the MTA. Since 1987, State law also has required that the proceeds of a
one-quarter of 1% mortgage recording tax paid on certain mortgages in the
Metropolitan Transportation Region be deposited in a special MTA fund for
operating or capital expenses. In 1993, the State dedicated a portion of
certain additional State petroleum business tax receipts to fund operating or
capital assistance to the MTA. The 2000-01 enacted budget provides State
assistance to the MTA totaling approximately $1.35 billion and initiates a
five-year State transportation plan that includes nearly $2.2 billion in
dedicated revenue support for the MTA's 2000-04 Capital Program. This
capital commitment includes an additional $800 million of newly dedicated
State petroleum business tax revenues, motor vehicle fees, and motor fuel
taxes not previously dedicated to the MTA.

State legislation accompanying the 2000-01 enacted State budget
increased the aggregate bond cap for the MTA, TBTA and TA to $16.5 billion in
order to finance a portion of the $17.1 billion MTA capital plan for the
2000-04 Capital Program. On May 4, 2000, the Capital Program Review Board
approved the MTA's $17.1 billion capital program for transit purposes for
2000 through 2004. The 2000-04 Capital Program is the fifth capital plan
since the Legislature authorized procedures for the adoption, approval and
amendment of MTA capital programs and is designed to upgrade the performance
of the MTA's transportation system by investing in new rolling stock,
maintaining replacement schedules for existing assets, bringing the MTA
system into a state of good repair, and making major investments in system
expansion projects such as the Second Avenue Subway project and the East Side
Access project.

The currently approved 2000-04 Capital Program assumes the issuance of
an estimated $8.9 billion in new money bonds. The remainder of the plan is
projected to be financed with assistance from the Federal Government, the
State, the City of New York, and from various other revenues generated from
actions taken by the MTA. In addition, $1.6 billion in State support is
projected to be financed using proceeds from State general obligation bonds
under the proposed $3.8 billion Transportation Infrastructure Bond Act of
2000, if approved by the voters in the November 2000 general election.
Further, the enacted State budget authorized the MTA to undertake a major
debt restructuring initiative which will enable the MTA to refund
approximately $13.7 billion in bonds, consolidate its credit sources, and
obviate the need for debt service reserves. The authorization for debt
restructuring includes outstanding bonds secured by service contracts with
the State.

There can be no assurance that all the necessary governmental actions
for future capital programs will be taken, that funding sources currently
identified will not be decreased or eliminated, or that the 2000-04 Capital
Program or parts thereof will not be delayed or reduced. Should funding
levels fall below current projections, the MTA would have to revise its
2000-04 Capital Program accordingly. If the 2000-04 Capital Program is
delayed or reduced, ridership and fare revenues may decline, which could,
among other things, impair the MTA's ability to meet its operating expenses
without additional assistance.

The City of New York

The fiscal health of the State also may be affected by the fiscal
health of New York City, which continues to receive significant financial
assistance from the State. State aid contributes to the City's ability to
balance its budget and meet its cash requirements. The State also may be
affected by the ability of the City and certain entities issuing debt for the
benefit of the City to market their securities successfully in the public
credit markets.

In recent years, the State constitutional debt limit would have
prevented the City from entering into new capital contracts. To prevent
disruptions in the capital program, two actions were taken to increase the
City's capital financing capacity: (i) the State Legislature created the New
York City Transitional Finance Authority (TFA) in 1997, and (ii) in 1999, the
City created TSASC, Inc., a not-for-profit corporation empowered to issue
tax-exempt debt backed by tobacco settlement revenues. During the 2000
legislative session, the State enacted legislation that increased the
borrowing authority of the TFA by $4 billion, to $11.5 billion, which the
City expects will provide sufficient financing capacity to continue its
capital program over the next four fiscal years.

Fiscal Oversight

In response to the City's fiscal crisis in 1975, the State took action
to assist the City in returning to fiscal stability. Among those actions,
the State established the Municipal Assistance Corporation for the City of
New York (NYC MAC) to provide financing assistance to the City; the New York
State Financial Control Board (the Control Board) to oversee the City's
financial affairs; and the Office of the State Deputy Comptroller for the
City of New York (OSDC) to assist the Control Board in exercising its powers
and responsibilities. A "control period" existed from 1975 to 1986, during
which the City was subject to certain statutorily-prescribed fiscal
controls. The Control Board terminated the control period 1986 when certain
statutory conditions were met. State law requires the Control Board to
reimpose a control period upon the occurrence, or "substantial likelihood and
imminence" of the occurrence, of certain events, including (but not limited
to) a City operating budget deficit of more than $100 million or impaired
access to the public credit markets.

Currently, the City and its Covered Organizations (i.e., those
organizations which receive or may receive moneys from the City directly,
indirectly or contingently) operate under the City's Financial Plan. The
City's Financial Plan summarizes its capital, revenue and expense projections
and outlines proposed gap-closing programs for years with projected budget
gaps. The City's projections set forth in its Financial Plan are based on
various assumptions and contingencies, some of which are uncertain and may
not materialize. Unforeseen developments and changes in major assumptions
could significantly affect the City's ability to balance its budget as
required by State law and to meet its annual cash flow and financing
requirements.

Monitoring Agencies

The staffs of the Control Board, OSDC and the City Comptroller issue
periodic reports on the City's Financial Plans. The reports analyze the
City's forecasts of revenues and expenditures, cash flow, and debt service
requirements, as well as evaluate compliance by the City and its Covered
Organizations with its Financial Plan. According to staff reports, economic
growth in New York City has been very strong in recent years, led by a surge
in Wall Street profitability which resulted in increased tax revenues and
produced a substantial surplus for the City in City fiscal years 1996-97,
1997-98 and 1998-99. Recent staff reports also indicate that the City
projects a surplus for City fiscal year 1999-2000. Although several sectors
of the City's economy have expanded over the last several years, especially
tourism, media, business and professional services, City tax revenues remain
heavily dependent on the continued profitability of the securities industries
and the performance of the national economy. In addition, the size of recent
tax reductions has increased to over $2.3 billion in City fiscal year
1999-2000 through the expiration of a personal income tax surcharge, the
repeal of the non-resident earnings tax and the elimination of the sales tax
on clothing items costing less than $110. The Mayor has proposed additional
tax reductions that would raise the total worth of recent tax cuts to $3.7
billion by City fiscal year 2003-04. Staff reports have indicated that
recent City budgets have been balanced in part through the use of
nonrecurring resources and that the City's Financial Plan relies in part on
actions outside its direct control. These reports also have indicated that
the City has not yet brought its long-term expenditure growth in line with
recurring revenue growth and that the City is likely to continue to face
substantial gaps between forecast revenues and expenditures in future years
that must be closed with reduced expenditures and/or increased revenues. In
addition to these monitoring agencies, the Independent Budget Office (IBO)
has been established pursuant to the City Charter to provide analysis to
elected officials and the public on relevant fiscal and budgetary issues
affecting the City.

Other Localities

Certain localities outside New York City have experienced financial
problems and have requested and received additional State assistance during
the last several State fiscal years. The potential impact on the State of
any future requests by localities for additional oversight or financial
assistance is not included in the projections of the State's receipts and
disbursements for the State's 2000-01 fiscal year.

The State has provided extraordinary financial assistance to select
municipalities, primarily cities, since the 1996-97 fiscal year. Funding has
essentially been continued or increased in each subsequent fiscal year. Such
funding in 2000-01 totals $200.4 million. The 2000-01 enacted budget
increased General Purpose State Aid for local governments by $11 million to
$562 million.

While the distribution of General Purpose State Aid for local
governments was originally based on a statutory formula, in recent years both
the total amount appropriated and the shares appropriated to specific
localities have been determined by the Legislature. A State commission
established to study the distribution and amounts of general purpose local
government aid failed to agree on any recommendations for a new formula.

Counties, cities, towns, villages and school districts have engaged in
substantial short-term and long-term borrowings. In 1998, the total
indebtedness of all localities in the State, other than New York City, was
approximately $20.3 billion. A small portion (approximately $80 million) of
that indebtedness represented borrowing to finance budgetary deficits and was
issued pursuant to enabling State legislation. State law requires the
Comptroller to review and make recommendations concerning the budgets of
those local government units (other than New York City) authorized by State
law to issue debt to finance deficits during the period that such deficit
financing is outstanding. Twenty-three localities had outstanding
indebtedness for deficit financing at the close of their fiscal year ending
in 1998.

Like the State, local governments must respond to changing political,
economic and financial influences over which they have little or no control.
Such changes may adversely affect the financial condition of certain local
governments. For example, the federal government may reduce (or in some
cases eliminate) federal funding of some local programs which, in turn, may
require local governments to fund these expenditures from their own
resources. It is also possible that the State, New York City, or any of
their respective public authorities may suffer serious financial difficulties
that could jeopardize local access to the public credit markets, which may
adversely affect the marketability of notes and bonds issued by localities
within the State. Localities also may face unanticipated problems resulting
from certain pending litigation, judicial decisions and long-range economic
trends. Other large-scale potential problems, such as declining urban
populations, increasing expenditures, and the loss of skilled manufacturing
jobs, also may adversely affect localities and necessitate State assistance.

Litigation

General

The legal proceedings listed below involve State finances and programs
and miscellaneous civil rights, real property, contract and other tort claims
in which the State is a defendant and the potential monetary claims against
the State are substantial, generally in excess of $100 million. These
proceedings could adversely affect the financial condition of the State in
the 2000-01 fiscal year or thereafter.

The State is party to other claims and litigation which its legal
counsel has advised are not probable of adverse court decisions or are not
deemed adverse and material. Although the amounts of potential losses
resulting from this litigation, if any, are not presently determinable, it is
the State's opinion that its ultimate liability in these cases is not
expected to have a material and adverse effect on the State's financial
position in the 2000-01 fiscal year or thereafter.

The General Purpose Financial Statements for the 1999-2000 fiscal year
report estimated probable awarded and anticipated unfavorable judgments of
$895 million, of which $132 million is expected to be paid during the
1999-2000 fiscal year.

Adverse developments in the proceedings described below, other
proceedings for which there are unanticipated, unfavorable and material
judgments, or the initiation of new proceedings could affect the ability of
the State to maintain a balanced 2000-01 Financial Plan. The State believes
that the proposed 2000-01 Financial Plan includes sufficient reserves to
offset the costs associated with the payment of judgments that may be
required during the 2000-01 fiscal year. These reserves include (but are not
limited to) amounts appropriated for Court of Claims payments and projected
fund balances in the General Fund. In addition, any amounts ultimately
required to be paid by the State may be subject to settlement or may be paid
over a multi-year period. There can be no assurance, however, that adverse
decisions in legal proceedings against the State would not exceed the amount
of all potential 2000-01 Financial Plan resources available for the payment
of judgments, and could therefore affect the ability of the State to maintain
a balanced 2000-01 Financial Plan.

Tax Law

In New York Association of Convenience Stores, et al. v. Urbach, et
al., petitioners, New York Association of Convenience Stores, National
Association of Convenience Stores, M.W.S. Enterprises, Inc. and Sugarcreek
Stores, Inc. are seeking to compel respondents, the Commissioner of Taxation
and Finance and the Department of Taxation and Finance, to enforce sales and
excise taxes imposed, pursuant to Tax Law Articles 12-A, 20 and 28, on
tobacco products and motor fuel sold to non-Indian consumers on Indian
reservations. In orders dated August 13, 1996 and August 24, 1996, the
Supreme Court, Albany County, ordered, inter alia, that there be equal
implementation and enforcement of said taxes for sales to non-Indian
consumers on and off Indian reservations, and further ordered that, if
respondents failed to comply within 120 days, no tobacco products or motor
fuel could be introduced onto Indian reservations other than for Indian
consumption or, alternately, the collection and enforcement of such taxes
would be suspended statewide. Respondents appealed to the Appellate
Division, Third Department, and invoked CPLR 5519(a)(1), which provides that
the taking of the appeal stayed all proceedings to enforce the orders pending
the appeal. Petitioners' motion to vacate the stay was denied. In a
decision entered May 8, 1997, the Third Department modified the orders by
deleting the portion thereof that provided for the statewide suspension of
the enforcement and collection of the sales and excise taxes on motor fuel
and tobacco products. The Third Department held, inter alia, that
petitioners had not sought such relief in their petition and that it was an
error for the Supreme Court to have awarded such undemanded relief without
adequate notice of its intent to do so. On May 22, 1997, respondents
appealed to the Court of Appeals on other grounds, and again invoked the
statutory stay. On October 23, 1997, the Court of Appeals granted
petitioners' motion for leave to cross appeal from the portion of the Third
Department's decision that deleted the statewide suspension of the
enforcement and collection of the sales and excise taxes on motor fuel and
tobacco. On July 9, 1998, the New York Court of Appeals reversed the order
of the Appellate Division, Third Department, and remanded the matter to the
Supreme Court, Albany County, for further proceedings. The Court held that
the petitioners had standing to assert an equal protection claim, but that
their claim did not implicate racial discrimination. The Court remanded the
case to Supreme Court, Albany County, for resolution of the question of
whether there was a rational basis for the Tax Department's policy of
non-enforcement of the sales and excise taxes on reservation sales of
cigarettes and motor fuel to non-Indians. In a footnote, the Court stated
that, in view of its disposition of the case, petitioners' cross-appeal
regarding the statewide suspension of the taxes is "academic." By decision
and judgment dated July 9, 1999, the Supreme Court, Albany County, granted
judgment dismissing the petition. On September 2, 1999, petitioners appealed
to the Appellate Division, Third Department, from the July 9, 1999 decision
and order. On August 3, 2000, the Third Department affirmed the judgment
dismissing the petition.

Line Item Veto

In an action commenced in June 1998 by the Speaker of the Assembly of
the State of New York against the Governor of the State of New York (Silver
v. Pataki, Supreme Court, New York County), the Speaker challenges the
Governor's application of his constitutional line item veto authority to
certain portions of budget bills adopted by the State Legislature contained
in Chapters 56, 57 and 58 of the Laws of 1998. On July 10, 1998, the State
filed a motion to dismiss this action. By order entered January 7, 1999, the
Court denied the State's motion to dismiss. On January 27, 1999, the State
appealed that order. By decision dated July 20, 2000, the Appellate Division
reversed the January 7, 1999 order and dismissed the petition.

Real Property Claims

On March 4, 1985 in Oneida Indian Nation of New York, et al. v. County
of Oneida, the United States Supreme Court affirmed a judgment of the United
States Court of Appeals for the Second Circuit holding that the Oneida
Indians have a common-law right of action against Madison and Oneida Counties
for wrongful possession of 872 acres of land illegally sold to the State in
1795. At the same time, however, the Court reversed the Second Circuit by
holding that a third-party claim by the counties against the State for
indemnification was not properly before the federal courts. The case was
remanded to the District Court for an assessment of damages, which action is
still pending. The counties may still seek indemnification in the State
courts.

In 1998, the United States filed a complaint in intervention in Oneida
Indian Nation of New York. In December 1998, both the United States and the
tribal plaintiffs moved for leave to amend their complaints to assert claims
for 250,000 acres, to add the State as a defendant, and to certify a class
made up of all individuals who currently purport to hold title within said
250,000 acre area. These motions were argued March 29, 1999 and are still
awaiting determination. The District Court has not yet rendered a decision.
By order dated February 24, 1999, the District Court appointed a federal
settlement master. A conference scheduled by the District Court for May 26,
1999 to address the administration of this case has been adjourned
indefinitely.

Several other actions involving Indian claims to land in upstate New
York are also pending. Included are Cayuga Indian Nation of New York v.
Cuomo, et al., and Canadian St. Regis Band of Mohawk Indians, et al. v.
State of New York, et al., both in the United States District Court for the
Northern District of New York. The Supreme Court's holding in Oneida Indian
Nation of New York may impair or eliminate certain of the State's defenses to
these actions, but may enhance others. In the Cayuga Indian Nation of New
York case, by order dated March 29, 1999, the United States District Court
for the Northern District of New York appointed a federal settlement master.
In October 1999, the District Court granted the Federal Government's motion
to have the State held jointly and severally liable for any damages owed to
the plaintiffs. At the conclusion of the damages phase of the trial of this
case, a jury verdict of $35 million in damages plus $1.9 million representing
the fair rental value of the properties at issue was rendered against the
defendants. On July 17, 2000, a bench hearing was commenced to determine
whether prejudgment interest is appropriate and, if so, the amount thereof.
In the Canadian St. Regis Band of Mohawk Indians case, the United States
District Court for the Northern District of New York has directed the parties
to rebrief outstanding motions to dismiss brought by the defendants. The
State filed its brief on July 1, 1999. The motions were argued in September
1999. No decision has been rendered on these motions. In Seneca Nation of
Indians, by order dated November 22, 1999, the District Court confirmed the
July 12, 1999 magistrate's report, which recommended granting the State's
motion to dismiss that portion of the action relating to the right of way
where the New York State Thruway crosses the Cattaraugus Reservation in Erie
and Chatauqua Counties and denying the State's motion to dismiss the Federal
Government's damage claims. The District Court has set a trial date of
October 17, 2000 for that portion of the case related to the plaintiff's
claim of ownership of the islands in the Niagara River.

Civil Rights Claims

In an action commenced in 1980 (United States, et al. v. Yonkers Board
of Education, et al.), the United States District Court for the Southern
District of New York found, in 1985, that Yonkers and its public schools were
intentionally segregated. In 1986, the District Court ordered Yonkers to
develop and comply with a remedial educational improvement plan (EIP I). On
January 19, 1989, the District Court granted motions by Yonkers and the NAACP
to add the State Education Department, the Yonkers Board of Education, and
the State Urban Development Corporation as defendants, based on allegations
that they had participated in the perpetuation of the segregated school
system. On August 30, 1993, the District Court found that vestiges of a dual
school system continued to exist in Yonkers. On March 27, 1995, the District
Court made factual findings regarding the role of the State and the other
State defendants (the State) in connection with the creation and maintenance
of the dual school system, but found no legal basis for imposing liability.
On September 3, 1996, the United States Court of Appeals for the Second
Circuit, based on the District Court's factual findings, held the State
defendants liable under 42 USC 1983 and the Equal Educational Opportunity
Act, 20 USC 1701, et seq., for the unlawful dual school system, because the
State, inter alia, had taken no action to force the school district to
desegregate despite its actual or constructive knowledge of de jure
segregation. By order dated October 8, 1997, the District Court held that
vestiges of the prior segregated school system continued to exist and that,
based on the State's conduct in creating and maintaining that system, the
State is liable for eliminating segregation and its vestiges in Yonkers and
must fund a remedy to accomplish that goal. Yonkers presented a proposed
educational improvement plan (EIP II) to eradicate these vestiges of
segregation. The October 8, 1997 order of the District Court ordered that
EIP II be implemented and directed that, within 10 days of the entry of the
order, the State make available to Yonkers $450,000 to support planning
activities to prepare the EIP II budget for 1998-99 and the accompanying
capital facilities plan. A final judgment to implement EIP II was entered on
October 14, 1997. On November 7, 1997, the State appealed that judgment to
the Second Circuit. Additionally, the Court adopted a requirement that the
State pay to Yonkers approximately $9.85 million as its pro rata share of the
funding of EIP I for the 1996-97 school year. The requirement for State
funding of EIP I was reduced to an order on December 2, 1997 and reduced to a
judgment on February 10, 1998. The State appealed that order to the Second
Circuit on December 31, 1997 and amended the notice of appeal after entry of
the judgment.

On June 15, 1998, the District Court issued an opinion setting forth
the formula for the allocation of the costs of EIP I and EIP II between the
State and the City for the school years 1997-98 through 2005-06. That
opinion was reduced to an order on July 27, 1998. The order directed the
State to pay $37.5 million by August 1, 1998 for estimated EIP costs for the
1997-98 school year. The State made this payment, as directed. On August
24, 1998, the State appealed that order to the Second Circuit. The city of
Yonkers and the Yonkers Board of Education cross appealed to the Second
Circuit from that order. By stipulation of the parties approved by the
Second Circuit on November 19, 1998, the appeals from the July 27, 1998 order
were withdrawn without prejudice to reinstatement upon determination of the
State's appeal of the October 14, 1997 judgment discussed above.

On April 15, 1999, the District Court issued two additional orders.
The first order directed the State to pay to Yonkers an additional $11.3
million by May 1, 1999, as the State's remaining share of EIP costs for the
1997-98 school year. The second order directed the State to pay to Yonkers
$69.1 million as its share of the estimated EIP costs for the 1998-99 school
year. The State made both payments on April 30, 1999.

In a decision dated June 22, 1999, the Second Circuit found no basis
for the District Court's findings that vestiges of a dual system continued to
exist in Yonkers and reversed the order directing the implementation of EIP
II. The Second Circuit also affirmed the District Court's order requiring
the State to pay one-half of the cost of EIP I for the 1996-97 school year
and remanded the case to the District Court for further proceedings
consistent with its decision. On July 2, 1999 the NAACP filed a petition for
rehearing of the June 22, 1999 decision before the Second Circuit, en banc.
The State has joined in the City of Yonkers motion to stay further
implementation of EIP II pending the decision on the petition for rehearing.
By order dated August 5, 1999, the Second Circuit granted the motion staying
further implementation of EIP II pending appeal.

On July 27, 1999, the City of Yonkers moved in the District Court to
modify the July 27, 1998 order to require the State to make payments for EIP
expenses each month from July 1999 through April 2000 of $9.22 million per
month instead of paying $92.2 million by May 1, 2000. By memorandum and
order dated July 29, 1999, the District Court denied this motion.

In a decision dated November 16, 1999, the Second Circuit vacated its
June 22, 1999 decision. In this decision, the Second Circuit again affirmed
the District Court's order requiring the State to pay one-half of the cost of
EIP I for the 1996-97 school year. The Second Circuit also found no basis
for the District Court's findings that vestiges of a dual system continued to
exist in Yonkers, and therefore vacated the District Court's EIP II order.
The Second Circuit, however, remanded to the District Court for the limited
purpose of making further findings on the existing record as to whether any
other vestiges of the dual system remain in the Yonkers public schools. On
May 22, 2000, the United States Supreme Court denied the State's petition for
certiorari, seeking leave to appeal the November 16, 1999 decision and the
underlying September 3, 1996 decision.

On April 17, 2000, the District Court issued an additional order,
directing the State to pay to Yonkers $44.3 million as its share of the
estimated EIP costs for the 1999-2000 school year. On May 17, 2000, the
State appealed that order to the Second Circuit. The appeals of all of these
funding orders have been consolidated with the May 17, 2000 appeal of the
April 17, 2000 order.

School Aid

In Campaign for Fiscal Equity, Inc., et al. v. State, et al. (Supreme
Court, New York County), plaintiffs challenge the funding for New York City
public schools. Plaintiffs seek a declaratory judgment that the State's
public school financing system violates article 11, section 1 of the State
Constitution and Title VI of the federal Civil Rights Act of 1964 and
injunctive relief that would require the State to satisfy State
Constitutional standards. This action was commenced in 1993. The trial of
this action concluded July 27, 2000.

State Programs

Medicaid

Several cases challenge provisions of Chapter 81 of the Laws of 1995 which
alter the nursing home Medicaid reimbursement methodology on and after April 1,
1995. Included are New York State Health Facilities Association, et al. v.
DeBuono, et al., St. Luke's Nursing Center, et al. v. DeBuono, et al., New York
Association of Homes and Services for the Aging v. DeBuono et al. (three cases),
Healthcare Association of New York State v. DeBuono and Bayberry Nursing Home et
al. v. Pataki, et al. Plaintiffs allege that the changes in methodology have
been adopted in violation of procedural and substantive requirements of State
and federal law.

In a consolidated action commenced in 1992, Medicaid recipients and
home health care providers and organizations challenge promulgation by the
State Department of Social Services (DSS) in June 1992 of a home assessment
resource review instrument (HARRI), which is to be used by DSS to determine
eligibility for and the nature of home care services for Medicaid recipients,
and challenge the policy of DSS of limiting reimbursable hours of service
until a patient is assessed using the HARRI (Dowd, et al. v. Bane, Supreme
Court, New York County). In a related case, Rodriguez v. DeBuono, on April
19, 1999, the United States District Court for the Southern District of New
York enjoined the State's use of task based assessment, which is similar to
the HARRI, unless the State assesses safety monitoring as a separate task
based assessment, on the grounds that its use without such additional
assessment violated federal Medicaid law and the Americans with Disabilities
Act. The State appealed from the April 19, 1999 order and on July 12, 1999
argued the appeal before the Second Circuit. By order dated October 6, 1999,
the Second Circuit reversed the April 19, 1999 order and vacated the
injunction. On October 20, 1999, petitioners filed a request for rehearing
en banc.

In several cases, plaintiffs seek retroactive claims for reimbursement
for services provided to Medicaid recipients who were also eligible for
Medicare during the period January 1, 1987 to June 2, 1992. Included are
Matter of New York State Radiological Society v. Wing, Appel v. Wing, E.F.S.
Medical Supplies v. Dowling, Kellogg v. Wing, Lifshitz v. Wing, New York
State Podiatric Medical Association v. Wing and New York State Psychiatric
Association v. Wing. These cases were commenced after the State's
reimbursement methodology was held invalid in New York City Health and
Hospital Corp. v. Perales. The State contends that these claims are
time-barred. In a judgment dated September 5, 1996, the Supreme Court,
Albany County, dismissed Matter of New York State Radiological Society v.
Wing as time-barred. By order dated November 26, 1997, the Appellate
Division, Third Department, affirmed that judgment. By decision dated June
9, 1998, the Court of Appeals denied leave to appeal. In a decision entered
December 15, 1998, the Appellate Division, First Department, dismissed the
remaining cases in accordance with the result in Matter of New York State
Radiological Society v. Wing. By decision dated July 8, 1999, the Court of
Appeals denied leave to appeal.

Several cases, including Port Jefferson Health Care Facility, et al. v.
Wing (Supreme Court, Suffolk County), challenge the constitutionality of
Public Health Law 2807-d, which imposes a tax on the gross receipts
hospitals and residential health care facilities receive from all patient
care services. Plaintiffs allege that the tax assessments were not uniformly
applied, in violation of federal regulations. In a decision dated June 30,
1997, the Court held that the 1.2% and 3.8% assessments on gross receipts
imposed pursuant to Public Health Law 2807-d(2)(b)(ii) and
2807-d(2)(b)(iii), respectively, are unconstitutional. An order entered
August 27, 1997 enforced the terms of the decision. The State appealed that
order. By decision and order dated August 31, 1998, the Appellate Division,
Second Department, affirmed that order. On September 30, 1998, the State
moved for re-argument or, in the alternative, for a certified question for
the Court of Appeals to review. By order dated January 7, 1999, the motion
was denied. A final order was entered in Supreme Court on January 26, 1999.
On February 23, 1999, the State appealed that order to the Court of Appeals.
In a decision entered December 16, 1999, the Court of Appeal reversed the
decision below and upheld constitutionality of the assessments. On May 15,
2000, plaintiffs filed a petition for certiorari with the United States
Supreme Court seeking to appeal the December 6, 1999 decision. The State's
response is due June 15, 2000.

In Dental Society, et al. v. Pataki, et al. (United States District
Court, Northern District of New York, commenced February 2, 1999), plaintiffs
challenge the State's reimbursement rates for dental care provided under the
State's dental Medicaid program. Plaintiffs claim that the State's Medicaid
fee schedule violates Title XIX of the Social Security Act (42 U.S.C. 1396a
et seq.) and the federal and State Constitutions. On June 25, 1999, the
State filed its answer. The parties have entered into a settlement agreement
dated May 8, 2000 that will increase Medicare dental reimbursement rates
prospectively over a four-year period, beginning June 1, 2000.

Shelter Allowance

In an action commenced in March 1987 against State and New York City
officials (Jiggetts, et al. v. Bane, et al., Supreme Court, New York County),
plaintiffs allege that the shelter allowance granted to recipients of public
assistance is not adequate for proper housing. In a decision dated April 16,
1997, the Court held that the shelter allowance promulgated by the
Legislature and enforced through the State Department of Social Services
regulations is not reasonably related to the cost of rental housing in New
York City and results in homelessness to families in New York City. A
judgment was entered on July 25, 1997, directing, inter alia, that the State
(i) submit a proposed schedule of shelter allowances (for the Aid to
Dependent Children program and any successor program) that bears a reasonable
relation to the cost of housing in New York City; and (ii) compel the New
York City Department of Social Services to pay plaintiffs a monthly shelter
allowance in the full amount of their contract rents, provided they continue
to meet the eligibility requirements for public assistance, until such time
as a lawful shelter allowance is implemented, and provide interim relief to
other eligible recipients of Aid to Dependent Children under the interim
relief system established in this case. The State appealed to the Appellate
Division, First Department from each and every provision of this judgment
except that portion directing the continued provision of interim relief. By
decision and order dated May 6, 1999, the Appellate Division, First
Department, affirmed the July 25, 1997 judgment. By order dated July 8,
1999, the Appellate Division denied the Stat's motion for leave to appeal to
the Court of Appeals from the May 6, 1999 decision and order. By order dated
October 14, 1999, the Court of Appeals dismissed the State's motion for leave
to appeal.

APPENDIX E

Set forth below, as to each share Class of each Fund, as applicable,
are those shareholders known by the Fund to own of record 5% or more of a
Class of shares of the Fund outstanding as of March 1, 2000:

Government Money Fund

Class A: As of March 1, 2000, there were no shareholders who owned 5% or
more of the Class A shares of the Government Money Fund.

Class B: Robert W. Baird & Co., Omnibus Account for the Exclusive Benefit
of Customers, P.O. Box 672, Milwaukee, WI 53201-0672 - owned of
record 42.9273%;

Stifel Nicolaus & Co. Inc., for the Exclusive Benefit of
Customers, 500 N. Broadway, Saint Louis, MO 63102-2110 - owned
of record 27.0307%;

First Albany Corporation, Attn.: Treasury Management, 30 South
Pearl Street, P.O. 52, Albany, New York 12201-0052 - owned of
record 13.4033%;

Banc of America Securities LLC, Money Market Funds Omnibus, 600
Montgomery Street, Suite 4, San Francisco, California 94111-02702
- owned of record 8.3374%.

Treasury Money Fund

Class A: Premier Mutual Fund Services, Inc., c/o Funds Distributor, Inc.,
Attn: Elizabeth Keeley, 60 State Street, Suite 1300, Boston, MA
02109-1800 - owned of record 100.0%.

Class B: First Albany Corporation, Attn: Treasury Management, 30 South
Pearl Street, P.O. Box 52, Albany, NY 12201-0052 - owned of
record 79.3623%;

Robert W. Baird & Co., Omnibus Account for the Exclusive Benefit
of Customers, P.O. Box 672, Milwaukee, WI 53201-0672 - owned of
record 11.1603%;

Premier Mutual Fund Services, Inc., c/o Funds Distributor, Inc.,
Attn: Elizabeth Keeley, 60 State Street, Suite 1300, Boston, MA
02109-1800 - owned of record 9.4774%.

Money Fund

Class A: The Bank of New York, As Agent for Imclone Systems Incorporated,
Attn: Paul Goldstein, 180 Varick Street, Floor 7, New York, NY
10014-4604 - owned of record 19.8035%;

Leap Wireless International, Inc., Attn: Stephen P. Dhanens,
10307 Pacific Center Ct., San Diego, CA 92121-4340 - owned of
record 8.7494%.

Class B: Robert W. Baird & Co., Omnibus Account for the Exclusive Benefit
of Customers, P.O. Box 672, Milwaukee, WI 53201-0672 - owned of
record 39.3212%;

First Albany Corporation, Attn: Treasury Management, 30 South
Pearl Street, P.O. Box 52, Albany, New York 12201-0052 - owned of
record 20.0760%;

Banc of America Securities LLC, Money Market Fund Omnibus, 600
Montgomery Street, Suite 4, San Francisco, CA 94111-2702 - owned
of record 17.6979%.

Stifel Nicolaus & Co. Inc. for the Exclusive Benefit of
Customers, 500 N. Broadway, Saint Louis, MO 63102-2110 - owned of
record 17.0499%;

California Municipal Fund

Class A: Banc of America Securities LLC, Money Market Funds Omnibus, 600
Montgomery Street, Suite 4, San Francisco, CA 94111-2702 - owned
of record 23.7507%;

John Thomas Chambers, Mountain View, CA 94043-1201 - owned of
record 7.0319%.

Class B: Robert W. Baird & Co., Omnibus Account for the Exclusive Benefit
of Customers, P.O. Box 572, Milwaukee, WI 53201-0672 - owned of
record 65.6065%;

Banc of America Securities LLC, Money Market Funds Omnibus, 600
Montgomery Street, Suite 4, San Francisco, CA 94111-2702 - owned
of record 19.1885%;

Stifel Nicolas & Co. Inc. for the Exclusive Benefit of Customers,
500 N. Broadway, Saint Louis, MO 63102-2110 - owned of record
10.9252%.

National Municipal Fund

Class A: Banc of America Securities LLC, Money Market Funds Omnibus, 600
Montgomery Street, Suite 4, San Francisco, CA 94111-2702 - owned
of record 28.1884%.

Class B: Robert W. Baird & Co., Omnibus Accounts for the Exclusive Benefit
of Customers, P.O. Box 672, Milwaukee, WI 53201-0672 - owned of
record 62.8066%;

Stifel Nicolaus & Co. Inc. for the Exclusive Benefit of
Customers, 500 N. Broadway, Saint Louis, MO 63102-2110 - owned of
record 14.8423%;

Banc of America Securities LLC, Money Market Funds Omnibus, 600
Montgomery Street, Suite 4, San Francisco, CA 94111-2702 - owned
of record 8.7363%;

George K. Baum & Company, Attn. Ron Frazier, Special Custody
Account for the Exclusive Benefit of Customers, 120 W. 12th
Street, Kansas City, MO 64105-1917 - owned of record 7.5621%.

New York Municipal Fund

Class A: As of March 1, 2000, there were no shareholders who owned 5% or
more of the Class A shares of the New York Municipal Fund.

Class B: Banc of America Securities LLC, Money Market Funds Omnibus, 600
Montgomery Street, Suite 4, San Francisco, CA 94111-2702 - owned
of record 49.331%;

First Albany Corporation, Attn.: Treasury Management, 30 South
Pearl Street, P.O. Box 52, Albany, NY 12201-0052 - owned of
record 46.643%.

PROSPECTUS

General Money Market Funds

General Money Market Fund

General Government Securities
Money Market Fund

General Treasury Prime
Money Market Fund

General Municipal Money Market Fund

General California Municipal
Money Market Fund

General New York Municipal
Money Market Fund

Investing in high quality, short-term securities for current income, safety of
principal and liquidity

PROSPECTUS April 1, 2000
As revised, December 16, 2000

CLASS B SHARES

Baird/A NORTHWESTERN MUTUAL COMPANY
SERVICE AGENT

THIS PROSPECTUS IS TO BE USED ONLY BY ASSET MANAGEMENT ACCOUNT CLIENTS OF ROBERT
W. BAIRD & CO. INCORPORATED.

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

General California Municipal
Money Market Fund 10

General New York Municipal
Money Market Fund 12

Management 14

Financial Highlights 15

Your Investment

--------------------------------------------------------------------------------

Account Policies 18

Distributions and Taxes 20

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

* maintain an average dollar-weighted portfolio maturity of 90 days or less

* buy individual securities that have remaining maturities of 13 months or
less

* invest only in high quality, dollar-denominated obligations

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMBXX

GOAL/APPROACH

* securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities

* certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

* repurchase agreements

* asset-backed securities

* domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or variable
rates of interest

* dollar-denominated obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and regulatory
developments relating to the banking industry

* the risks generally associated with dollar-denominated foreign investments,
such as economic and political developments, seizure or nationalization of
deposits, imposition of taxes or other restrictions on the payment of
principal and interest

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.68 4.84 4.73 4.37
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.22%

WORST QUARTER: Q2 '99 +1.02%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.37% 4.74%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$105 $328 $569 $1,259
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GSBXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.60 4.69 4.61 4.21
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.18%

WORST QUARTER: Q2 '99 +0.98%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 3.94%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.21% 4.61%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$105 $328 $569 $1,259
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$107 $334

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
-----------------------
Ticker Symbol: GBMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax, to the extent consistent with the preservation of capital and the
maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.66 2.86 2.60 2.35
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.76%

WORST QUARTER: Q1 '99 +0.52%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.34%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

2.35% 2.68%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$107 $334 $579 $1,283
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Municipal Money Market Fund 9

General California Municipal Money Market Fund
----------------------
Ticker Symbol: GENXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal and California
state personal income taxes, to the extent consistent with the preservation of
capital and the maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* California's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.48 2.62 2.34 2.09
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.71%

WORST QUARTER: Q1 '99 +0.44%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 1.93%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (8/1/95)
--------------------------------------------------------------------------------

2.09% 2.42%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$110 $343 $595 $1,317
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General California Municipal Money Market Fund 11

General New York Municipal Money Market Fund
----------------------
Ticker Symbol: GNYXX

GOAL/APPROACH

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* New York's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.51 2.70 2.42 2.16
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.70%

WORST QUARTER: Q1 '99 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.27%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (9/8/95)
--------------------------------------------------------------------------------

2.16% 2.48%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------

<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$110 $343 $595 $1,317
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General New York Municipal Money Market Fund 13

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at the annual rate of 0.50% of
the fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

FINANCIAL HIGHLIGHTS

<TABLE>

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .042 .047 .039 .046 .043

Distributions: Dividends from investment
income -- net (.042) (.047) (.039) (.046) (.043)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.32 4.78 4.83(3) 4.65 5.18(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 1.00 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.24 4.66 4.78(3) 4.56 5.00(3)

Net assets, end of period ($ x 1,000) 3,056,844 2,427,332 1,231,132 369,205 50,446

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .041 .046 .038 .045 .042

Distributions: Dividends from investment
income -- net (.041) (.046) (.038) (.045) (.042)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.17 4.66 4.69(3) 4.58 5.04(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 .97 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.09 4.55 4.60(3) 4.48 5.01(3)

Net assets, end of period ($ x 1,000) 659,185 645,984 364,845 90,175 58

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

Financial Highlights 15

FINANCIAL HIGHLIGHTS (CONTINUED)

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .023 .026 .028 .027 .020

Distributions: Dividends from investment income -- net (.023) (.026) (.028) (.027) (.020)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.31 2.64 2.86 2.70 3.01(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .96 .95 .85 1.10(2)

Ratio of net investment income to average net assets (%) 2.29 2.59 2.87 2.65 2.83(2)

Net assets, end of period ($ x 1,000) 376,104 377,636 263,008 17,491 3,024

(1) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .020 .024 .009 .026 .025

Distributions: Dividends from
investment income -- net (.020) (.024) (.009) (.026) (.025)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.06 2.39 2.57(3) 2.61 2.56
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .95 1.00 1.00(3) 1.00 1.00

Ratio of net investment income to average net assets (%) 2.06 2.34 2.62(3) 2.52 2.45

Net assets, end of period ($ x 1,000) 17,314 8,760 2,669 928 5,475

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO NOVEMBER 30.
(2) FROM AUGUST 1, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JULY 31, 1996.
(3) ANNUALIZED.

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .021 .024 .027 .025 .006

Distributions: Dividends from investment income -- net (.021) (.024) (.027) (.025) (.006)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.12 2.47 2.68 2.55 2.82(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .98 .95 .95 1.04(2)

Ratio of net investment income to average net assets (%) 2.14 2.44 2.64 2.47 3.64(2)

Net assets, end of period ($ x 1,000) 93,287 46,997 42,169 36,199 --

(1) FROM SEPTEMBER 8, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.
</TABLE>

Financial Highlights 17

Your Investment

ACCOUNT POLICIES

Buying shares

APPLICABLE TO GENERAL MONEY MARKET FUND, GENERAL
GOVERNMENT SECURITIES MONEY MARKET FUND
AND GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

APPLICABLE TO GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND,
GENERAL MUNICIPAL MONEY MARKET FUND AND
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY:

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the NAV determined
after the telephone order is accepted and will receive the dividend declared
that day. If such an order is made after 2:00 p.m., but by 8:00 p.m., and
Federal Funds are received by 11:00 a.m. the next business day, the shares will
be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

BECAUSE THE MUNICIPAL MONEY MARKET FUNDS seek tax-exempt income, they are not
recommended for purchase in IRAs or other qualified retirement plans.

Selling shares

BEFORE SELLING SHARES RECENTLY PURCHASED, please note that if you send a written
request to sell such shares, the fund may delay selling the shares for up to
eight business days following the purchase of those shares.

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable NAV.

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify that the order is from a representative of your
financial institution.

EACH FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who,
in the fund's view, is likely to engage in excessive trading (usually
defined as more than four exchanges out of the fund within a calendar year)

* refuse any purchase or exchange request in excess of 1% of the fund's total
assets

* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions

* change its minimum investment amounts

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

Your Investment 19

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

Concepts to understand

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs.

In addition, SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts are also
available. Please call your financial representative for information.

NOTES

FOR MORE INFORMATION

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Municipal Money Market Fund
----------------------------------
SEC file number: 811-3481

General California Municipal
Money Market Fund
----------------------------------
SEC file number: 811-4871

General New York Municipal
Money Market Fund
-----------------------------------
SEC file number: 811-4870

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

TO CONTACT ROBERT W. BAIRD

BY TELEPHONE
Call your Baird Representative or 1-800-RW-BAIRD

BY MAIL Write to:
Robert W. Baird & Co. Incorporated
Attn: Client Services
777 East Wisconsin Avenue
Milwaukee, WI 53202

ON THE INTERNET
http://www.rwbaird.com

Text-only versions of certain fund documents can be viewed online or downloaded
from: http://www.sec.gov

Power Ideas. Powerful Results. Baird/A NORTHWESTERN MUTUAL COMPANY

Robert W. Baird & Co. Incorporated. Members New York Stock Exchange, Inc.
and other principal exchanges. Member SIPC. 777 E. Wisconsin Avenue, Milwaukee,
Wisconsin 53202. 1-800-RW-BAIRD. www.rwbaird.com @1999 8919

General Money Market Funds

General Money Market Fund

General Government Securities
Money Market Fund

General Treasury Prime
Money Market Fund

General Municipal Money Market Fund

General California Municipal
Money Market Fund

General New York Municipal
Money Market Fund

Investing in high quality, short-term securities for current income, safety of
principal and liquidity

PROSPECTUS April 1, 2000
As revised, December 16, 2000

CLASS B SHARES

[First Albany Corporation logo]

THE GENERAL MONEY MARKET FUNDS ARE MANAGED BY THE DREYFUS CORPORATION.

THIS PROSPECTUS IS TO BE USED ONLY BY CLIENTS OF FIRST ALBANY CORPORATION.

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

General California Municipal
Money Market Fund 10

General New York Municipal
Money Market Fund 12

Management 14

Financial Highlights 15

Your Investment

--------------------------------------------------------------------------------

Account Policies 18

Distributions and Taxes 20

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

* maintain an average dollar-weighted portfolio maturity of 90 days or less

* buy individual securities that have remaining maturities of 13 months or
less

* invest only in high quality, dollar-denominated obligations

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMBXX

GOAL/APPROACH

* securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities

* certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

* repurchase agreements

* asset-backed securities

* domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or variable
rates of interest

* dollar-denominated obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and regulatory
developments relating to the banking industry

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.68 4.84 4.73 4.37
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.22%

WORST QUARTER: Q2 '99 +1.02%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.37% 4.74%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$105 $328 $569 $1,259
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GSBXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.60 4.69 4.61 4.21
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.18%

WORST QUARTER: Q2 '99 +0.98%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 3.94%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.21% 4.61%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$105 $328 $569 $1,259
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$107 $334

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
-----------------------
Ticker Symbol: GBMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax, to the extent consistent with the preservation of capital and the
maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.66 2.86 2.60 2.35
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.76%

WORST QUARTER: Q1 '99 +0.52%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.34%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

2.35% 2.68%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$107 $334 $579 $1,283
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Municipal Money Market Fund 9

General California Municipal Money Market Fund
----------------------
Ticker Symbol: GENXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal and California
state personal income taxes, to the extent consistent with the preservation of
capital and the maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* California's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.48 2.62 2.34 2.09
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.71%

WORST QUARTER: Q1 '99 +0.44%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 1.93%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (8/1/95)
--------------------------------------------------------------------------------

2.09% 2.42%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$110 $343 $595 $1,317
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General California Municipal Money Market Fund 11

General New York Municipal Money Market Fund
----------------------
Ticker Symbol: GNYXX

GOAL/APPROACH

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* New York's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.51 2.70 2.42 2.16
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.70%

WORST QUARTER: Q1 '99 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.27%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (9/8/95)
--------------------------------------------------------------------------------

2.16% 2.48%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------
<TABLE>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

$110 $343 $595 $1,317
</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General New York Municipal Money Market Fund 13

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at the annual rate of 0.50% of
the fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

FINANCIAL HIGHLIGHTS

<TABLE>

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .042 .047 .039 .046 .043

Distributions: Dividends from investment
income -- net (.042) (.047) (.039) (.046) (.043)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.32 4.78 4.83(3) 4.65 5.18(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 1.00 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.24 4.66 4.78(3) 4.56 5.00(3)

Net assets, end of period ($ x 1,000) 3,056,844 2,427,332 1,231,132 369,205 50,446

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .041 .046 .038 .045 .042

Distributions: Dividends from investment
income -- net (.041) (.046) (.038) (.045) (.042)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.17 4.66 4.69(3) 4.58 5.04(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 .97 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.09 4.55 4.60(3) 4.48 5.01(3)

Net assets, end of period ($ x 1,000) 659,185 645,984 364,845 90,175 58

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

Financial Highlights 15

FINANCIAL HIGHLIGHTS (CONTINUED)

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .023 .026 .028 .027 .020

Distributions: Dividends from investment income -- net (.023) (.026) (.028) (.027) (.020)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.31 2.64 2.86 2.70 3.01(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .96 .95 .85 1.10(2)

Ratio of net investment income to average net assets (%) 2.29 2.59 2.87 2.65 2.83(2)

Net assets, end of period ($ x 1,000) 376,104 377,636 263,008 17,491 3,024

(1) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .020 .024 .009 .026 .025

Distributions: Dividends from
investment income -- net (.020) (.024) (.009) (.026) (.025)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.06 2.39 2.57(3) 2.61 2.56
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .95 1.00 1.00(3) 1.00 1.00

Ratio of net investment income to average net assets (%) 2.06 2.34 2.62(3) 2.52 2.45

Net assets, end of period ($ x 1,000) 17,314 8,760 2,669 928 5,475

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO NOVEMBER 30.
(2) FROM AUGUST 1, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JULY 31, 1996.
(3) ANNUALIZED.

16
<PAGE 16>

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .021 .024 .027 .025 .006

Distributions: Dividends from investment income -- net (.021) (.024) (.027) (.025) (.006)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.12 2.47 2.68 2.55 2.82(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .98 .95 .95 1.04(2)

Ratio of net investment income to average net assets (%) 2.14 2.44 2.64 2.47 3.64(2)

Net assets, end of period ($ x 1,000) 93,287 46,997 42,169 36,199 --

(1) FROM SEPTEMBER 8, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30,
1995.
(2) ANNUALIZED.
</TABLE>

Financial Highlights 17

Your Investment

ACCOUNT POLICIES

Buying shares

APPLICABLE TO GENERAL MONEY MARKET FUND,
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND AND
GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

APPLICABLE TO GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL MUNICIPAL
MONEY MARKET FUND AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY:

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the NAV determined
after the telephone order is accepted and will receive the dividend declared
that day. If such an order is made after 2:00 p.m., but by 8:00 p.m., and
Federal Funds are received by 11:00 a.m. the next business day, the shares will
be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

BECAUSE THE MUNICIPAL MONEY MARKET FUNDS seek tax-exempt income, they are not
recommended for purchase in IRAs or other qualified retirement plans.

Selling shares

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable NAV.

General policies

EACH FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request in excess of 1% of the fund's total
assets

* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions

* change its minimum investment amounts

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

Your Investment 19

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

Concepts to understand

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs.

In addition, SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts are also
available. Please call your financial representative for information.

NOTES

For More Information

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime
Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Municipal Money Market Fund
----------------------------------
SEC file number: 811-3481

General California Municipal
Money Market Fund
----------------------------------
SEC file number: 811-4871

General New York Municipal
Money Market Fund
-----------------------------------
SEC file number: 811-4870

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

To obtain information:

BY TELEPHONE
Call your First Albany Consultant
or 1-800-462-6242

BY MAIL Write to:
First Albany Corporation
30 South Pearl Street
P.O. Box 52
Albany, NY 12201-0052

E-MAIL ADDRESS [email protected]

ON THE INTERNET Text-only versions of certain
fund documents can be viewed online or downloaded from:
http://www.sec.gov

General Money Market Funds

General Money Market Fund

General Government Securities Money Market Fund

General Treasury Prime Money Market Fund

General Municipal Money Market Fund

General California Municipal Money Market Fund

General New York Municipal Money Market Fund

Investing in high quality, short-term securities
for current income, safety of principal and liquidity

PROSPECTUS April 1, 2000
As revised, December 16, 2000

CLASS B SHARES

THIS PROSPECTUS IS TO BE USED ONLY BY CLIENTS OF SELECT BROKER-DEALERS.

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

General California Municipal
Money Market Fund 10

General New York Municipal
Money Market Fund 12

Management 14

Financial Highlights 15

Your Investment
--------------------------------------------------------------------------------

Account Policies 18

Distributions and Taxes 20

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

* maintain an average dollar-weighted portfolio maturity of 90 days or less

* buy individual securities that have remaining maturities of 13 months or
less

* invest only in high quality, dollar-denominated obligations

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMBXX

GOAL/APPROACH

* securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities

* certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

* repurchase agreements

* asset-backed securities

* domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or variable
rates of interest

* dollar-denominated obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and regulatory
developments relating to the banking industry

2
<PAGE 2>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.68 4.84 4.73 4.37
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.22%

WORST QUARTER: Q2 '99 +1.02%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.37% 4.74%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------

$105 $328 $569 $1,259

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GSBXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

4
<PAGE 4>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.60 4.69 4.61 4.21
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.18%

WORST QUARTER: Q2 '99 +0.98%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 3.94%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.21% 4.61%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$105 $328 $569 $1,259

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

6
<PAGE 6>

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$107 $334

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
-----------------------
Ticker Symbol: GBMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax, to the extent consistent with the preservation of capital and the
maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

8
<PAGE 8>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.66 2.86 2.60 2.35
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.76%

WORST QUARTER: Q1 '99 +0.52%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.34%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

2.35% 2.68%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------

$107 $334 $579 $1,283

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Municipal Money Market Fund 9

General California Municipal Money Market Fund
----------------------
Ticker Symbol: GENXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal and California
state personal income taxes, to the extent consistent with the preservation of
capital and the maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* California's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

10
<PAGE 10>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.48 2.62 2,34 2.09
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.71%

WORST QUARTER: Q1 '99 +0.44%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 1.93%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (8/1/95)
--------------------------------------------------------------------------------

2.09% 2.42%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------

$110 $343 $595 $1,317

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General California Municipal Money Market Fund 11

General New York Municipal Money Market Fund
----------------------
Ticker Symbol: GNYXX

GOAL/APPROACH

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* New York's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

12
<PAGE 12>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.51 2.70 2.42 2.16
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.70%

WORST QUARTER: Q1 '99 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.27%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (9/8/95)
--------------------------------------------------------------------------------

2.16% 2.48%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------

$110 $343 $595 $1,317

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General New York Municipal Money Market Fund 13

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at the annual rate of 0.50% of
the fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

14
<PAGE 14>

FINANCIAL HIGHLIGHTS

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,

GENERAL MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .042 .047 .039 .046 .043

Distributions: Dividends from investment
income -- net (.042) (.047) (.039) (.046) (.043)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.32 4.78 4.83(3) 4.65 5.18(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 1.00 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.24 4.66 4.78(3) 4.56 5.00(3)

Net assets, end of period ($ x 1,000) 3,056,844 2,427,332 1,231,132 369,205 50,446

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

</TABLE>

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,

GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .041 .046 .038 .045 .042

Distributions: Dividends from investment
income -- net (.041) (.046) (.038) (.045) (.042)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.17 4.66 4.69(3) 4.58 5.04(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 .97 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.09 4.55 4.60(3) 4.48 5.01(3)

Net assets, end of period ($ x 1,000) 659,185 645,984 364,845 90,175 58

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

</TABLE>

Financial Highlights 15

FINANCIAL HIGHLIGHTS (CONTINUED)

YEAR ENDED NOVEMBER 30,

GENERAL MUNICIPAL MONEY MARKET FUND 1999 1998 1997 1996 1995(1)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .023 .026 .028 .027 .020

Distributions: Dividends from investment income -- net (.023) (.026) (.028) (.027) (.020)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.31 2.64 2.86 2.70 3.01(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .96 .95 .85 1.10(2)

Ratio of net investment income to average net assets (%) 2.29 2.59 2.87 2.65 2.83(2)

Net assets, end of period ($ x 1,000) 376,104 377,636 263,008 17,491 3,024

(1) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

</TABLE>

FOUR MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JULY 31,

GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .020 .024 .009 .026 .025

Distributions: Dividends from
investment income -- net (.020) (.024) (.009) (.026) (.025)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.06 2.39 2.57(3) 2.61 2.56
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .95 1.00 1.00(3) 1.00 1.00

Ratio of net investment income to average net assets (%) 2.06 2.34 2.62(3) 2.52 2.45

Net assets, end of period ($ x 1,000) 17,314 8,760 2,669 928 5,475

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO NOVEMBER 30.
(2) FROM AUGUST 1, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JULY 31, 1996.
(3) ANNUALIZED.

</TABLE>

16
<PAGE 16>

YEAR ENDED NOVEMBER 30,

GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND 1999 1998 1997 1996 1995(1)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .021 .024 .027 .025 .006

Distributions: Dividends from investment income -- net (.021) (.024) (.027) (.025) (.006)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.12 2.47 2.68 2.55 2.82(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .98 .95 .95 1.04(2)

Ratio of net investment income to average net assets (%) 2.14 2.44 2.64 2.47 3.64(2)

Net assets, end of period ($ x 1,000) 93,287 46,997 42,169 36,199 --

(1) FROM SEPTEMBER 8, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

</TABLE>

Financial Highlights 17

Your Investment

ACCOUNT POLICIES

Buying shares

APPLICABLE TO GENERAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND AND GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

APPLICABLE TO GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL MUNICIPAL
MONEY MARKET FUND AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY:

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the NAV determined
after the telephone order is accepted and will receive the dividend declared
that day. If such an order is made after 2:00 p.m., but by 8:00 p.m., and
Federal Funds are received by 11:00 a.m. the next business day, the shares will
be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

BECAUSE THE MUNICIPAL MONEY MARKET FUNDS seek tax-exempt income, they are not
recommended for purchase in IRAs or other qualified retirement plans.

18
<PAGE 18>

Selling shares

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable NAV.

General policies

EACH FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request in excess of 1% of the fund's total
assets

* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions

* change its minimum investment amounts

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

Your Investment 19

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

Concepts to understand

DIVIDENDS AND DISTRIBUTIONS: income or interest paid by a fund's portfolio
investments and passed on to fund shareholders. These are calculated on a per
share basis: each share earns the same rate of return, so the more fund shares
you own, the higher your distribution.

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs.

In addition, SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts are also
available. Please call your financial representative for information.

20
<PAGE 20>

NOTES

For More Information

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Municipal Money Market Fund
----------------------------------
SEC file number: 811-3481

General California Municipal Money Market Fund
----------------------------------
SEC file number: 811-4871

General New York Municipal Money Market Fund
-----------------------------------
SEC file number: 811-4870

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

To obtain information:

BY TELEPHONE Call your financial representative or 1-800-554-4611

BY MAIL Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

ON THE INTERNET Text-only versions of certain fund documents can be viewed
online or downloaded from:
http://www.sec.gov

General Money Market Funds

General Money Market Fund

General Government Securities Money Market Fund

General Treasury Prime Money Market Fund

General Municipal Money Market Fund

Investing in high quality, short-term securities for current income, safety of
principal and liquidity

PROSPECTUS April 1, 2000

As revised, December 16, 2000

CLASS B SHARES

[John G. Kinnard & Co. logo]

THIS PROSPECTUS IS TO BE USED ONLY BY CLIENTS OF JOHN G. KINNARD & CO.

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

Management 10

Financial Highlights 11

Your Investment
--------------------------------------------------------------------------------

Account Policies 13

Distributions and Taxes 15

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

* maintain an average dollar-weighted portfolio maturity of 90 days or
less

* buy individual securities that have remaining maturities of 13 months
or less

* invest only in high quality, dollar-denominated obligations

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMBXX

GOAL/APPROACH

* securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities

* certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

* repurchase agreements

* asset-backed securities

* domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or
variable rates of interest

* dollar-denominated obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to
drop

* any of the fund's holdings could have its credit rating downgraded or
could default

* the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and
regulatory developments relating to the banking industry

* the risks generally associated with dollar-denominated foreign
investments, such as economic and political developments, seizure or
nationalization of deposits, imposition of taxes or other restrictions
on the payment of principal and interest

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.68 4.84 4.73 4.37
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.22%

WORST QUARTER: Q2 '99 +1.02%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.37% 4.74%

For the fund's current yield, call toll-free: 1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GSBXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.60 4.69 4.61 4.21
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.18%

WORST QUARTER: Q2 '99 +0.98%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 3.94%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.21% 4.61%

For the fund's current yield, call toll-free: 1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$107 $334

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
-----------------------
Ticker Symbol: GBMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax, to the extent consistent with the preservation of capital and the
maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and
credit of the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a
specific revenue source, such as charges for water and sewer service
or highway tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to
drop

* any of the fund's holdings could have its credit rating downgraded or
could default

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.66 2.86 2.60 2.35
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.76%

WORST QUARTER: Q1 '99 +0.52%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.34%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

2.35% 2.68%

For the fund's current yield, call toll-free: 1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Municipal Money Market Fund 9

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at the annual rate of 0.50% of
the fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

FINANCIAL HIGHLIGHTS

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .042 .047 .039 .046 .043

Distributions: Dividends from investment
income -- net (.042) (.047) (.039) (.046) (.043)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.32 4.78 4.83(3) 4.65 5.18(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 1.00 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.24 4.66 4.78(3) 4.56 5.00(3)

Net assets, end of period ($ x 1,000) 3,056,844 2,427,332 1,231,132 369,205 50,446

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .041 .046 .038 .045 .042

Distributions: Dividends from investment
income -- net (.041) (.046) (.038) (.045) (.042)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.17 4.66 4.69(3) 4.58 5.04(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 .97 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.09 4.55 4.60(3) 4.48 5.01(3)

Net assets, end of period ($ x 1,000) 659,185 645,984 364,845 90,175 58

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

Financial Highlights 11

FINANCIAL HIGHLIGHTS (CONTINUED)

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .023 .026 .028 .027 .020

Distributions: Dividends from investment income -- net (.023) (.026) (.028) (.027) (.020)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.31 2.64 2.86 2.70 3.01(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .96 .95 .85 1.10(2)

Ratio of net investment income to average net assets (%) 2.29 2.59 2.87 2.65 2.83(2)

Net assets, end of period ($ x 1,000) 376,104 377,636 263,008 17,491 3,024

(1) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

</TABLE>

Your Investment

ACCOUNT POLICIES

Buying shares

APPLICABLE TO GENERAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND AND GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

APPLICABLE TO GENERAL MUNICIPAL MONEY MARKET FUND ONLY:

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the NAV determined
after the telephone order is accepted and will receive the dividend declared
that day. If such an order is made after 2:00 p.m., but by 8:00 p.m., and
Federal Funds are received by 11:00 a.m. the next business day, the shares will
be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

BECAUSE THE MUNICIPAL MONEY MARKET FUND seeks tax-exempt income, it is not
recommended for purchase in IRAs or other qualified retirement plans.

Your Investment 13

ACCOUNT POLICIES (CONTINUED)

Selling shares

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable NAV.

General policies

EACH FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request that could adversely affect
the fund or its operations, including those from any individual or
group who, in the fund's view, is likely to engage in excessive
trading (usually defined as more than four exchanges out of the fund
within a calendar year)

* refuse any purchase or exchange request in excess of 1% of the fund's
total assets

* change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

* change its minimum investment amounts

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

14
<PAGE 14>

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

THE MUNICIPAL MONEY MARKET FUND anticipates that, under normal market
conditions, virtually all of its income dividends will be exempt from federal
personal income taxes. However, any dividends and distributions from taxable
investments are taxable as ordinary income.

Concepts to understand

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs.

In addition, SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts are also
available. Please call your financial representative for information.

Your Investment 15

NOTES

For More Information

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Municipal Money Market Fund
----------------------------------
SEC file number: 811-3481

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

To obtain information:

BY TELEPHONE Call your John G. Kinnard Investment Executive or 1-800-444-7884 or
612-370-2559

BY MAIL Write to:
John G. Kinnard & Co. Incorporated
920 Second Avenue South
Minneapolis, MN 55402

ON THE INTERNET Text-only versions of certain fund documents can be viewed
online or downloaded from: http://www.sec.gov

General Money Market Funds

General Money Market Fund

General Government Securities Money Market Fund

General Treasury Prime Money Market Fund

General Municipal Money Market Fund

General California Municipal Money Market Fund

General New York Municipal Money Market Fund

Investing in high quality, short-term securities for current income, safety of
principal and liquidity

PROSPECTUS April 1, 2000
As revised, December 16, 2000

CLASS B SHARES

[Stifel, Nicolaus & Company Incorporated logo]

THIS PROSPECTUS IS TO BE USED ONLY BY CLIENTS OF STIFEL, NICOLAUS & COMPANY,
INCORPORATED.

The Funds

Contents

The Funds
--------------------------------------------------------------------------------

Introduction 1

General Money Market Fund 2

General Government Securities
Money Market Fund 4

General Treasury Prime
Money Market Fund 6

General Municipal
Money Market Fund 8

General California Municipal
Money Market Fund 10

General New York Municipal
Money Market Fund 12

Management 14

Financial Highlights 15

Your Investment
--------------------------------------------------------------------------------

Account Policies 18

Distributions and Taxes 20

For More Information
--------------------------------------------------------------------------------

MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

Introduction

As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.

Concepts to understand

MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:

* maintain an average dollar-weighted portfolio maturity of 90 days or less

* buy individual securities that have remaining maturities of 13 months or
less

* invest only in high quality, dollar-denominated obligations

The Funds 1

General Money Market Fund
-----------------------
Ticker Symbol: GMBXX

GOAL/APPROACH

* securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities

* certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches

* repurchase agreements

* asset-backed securities

* domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or variable
rates of interest

* dollar-denominated obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and regulatory
developments relating to the banking industry

2
<PAGE 2>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.68 4.84 4.73 4.37
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.22%

WORST QUARTER: Q2 '99 +1.02%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 4.12%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.37% 4.74%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Money Market Fund 3

General Government Securities Money Market Fund
----------------------
Ticker Symbol: GSBXX

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities, and repurchase agreements
in respect of these securities.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

4
<PAGE 4>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

4.60 4.69 4.61 4.21
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q4 '97 +1.18%

WORST QUARTER: Q2 '99 +0.98%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 3.94%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

4.21% 4.61%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.08%
--------------------------------------------------------------------------------

TOTAL 1.03%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Government Securities Money Market Fund 5

General Treasury Prime Money Market Fund
------------------
Ticker Symbol: N/A

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as
to principal and interest by the U.S. government.

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

6
<PAGE 6>

PAST PERFORMANCE

As a new fund, past performance information is not available for the fund as of
the date of this prospectus.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------

Expense example

1 Year 3 Years
--------------------------------------------------------------------------------

$107 $334

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.

SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for shareholder
account service and maintenance.

General Treasury Prime Money Market Fund 7

General Municipal Money Market Fund
-----------------------
Ticker Symbol: GBMXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal personal income
tax, to the extent consistent with the preservation of capital and the
maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

8
<PAGE 8>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.66 2.86 2.60 2.35
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.76%

WORST QUARTER: Q1 '99 +0.52%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.34%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (3/31/95)
--------------------------------------------------------------------------------

2.35% 2.68%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.10%
--------------------------------------------------------------------------------

TOTAL 1.05%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
$107 $334 $579 $1,283

</TABLE>

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General Municipal Money Market Fund 9

General California Municipal Money Market Fund
----------------------
Ticker Symbol: GENXX

GOAL/APPROACH

The fund seeks to maximize current income exempt from federal and California
state personal income taxes, to the extent consistent with the preservation of
capital and the maintenance of liquidity.

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* California's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

10
<PAGE 10>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.48 2.62 2.34 2.09
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.71%

WORST QUARTER: Q1 '99 +0.44%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 1.93%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (8/1/95)
--------------------------------------------------------------------------------

2.09% 2.42%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General California Municipal Money Market Fund 11

General New York Municipal Money Market Fund
----------------------
Ticker Symbol: GNYXX

GOAL/APPROACH

* GENERAL OBLIGATION BONDS, which are secured by the full faith and credit of
the issuer and its taxing power

* REVENUE BONDS, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls

MAIN RISKS

The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:

* interest rates could rise sharply, causing the fund's share price to drop

* any of the fund's holdings could have its credit rating downgraded or could
default

* New York's economy and revenues underlying its municipal obligations may
decline

* the fund's portfolio securities may be more sensitive to risks that are
specific to investing primarily in a single state

12
<PAGE 12>

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

2.51 2.70 2.42 2.16
90 91 92 93 94 95 96 97 98 99

BEST QUARTER: Q2 '97 +0.70%

WORST QUARTER: Q1 '99 +0.46%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS 2.27%.

--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

Since
inception
1 Year (9/8/95)
--------------------------------------------------------------------------------

2.16% 2.48%

For the fund's current yield, call toll-free:
1-800-645-6561.

What this fund is -- and isn't

EXPENSES

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees 0.50%

Rule 12b-1 fee 0.20%

Shareholder services fee 0.25%

Other expenses 0.13%
--------------------------------------------------------------------------------

TOTAL 1.08%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------

Concepts to understand

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.

General New York Municipal Money Market Fund 13

MANAGEMENT

The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$154 billion in over 190 mutual fund portfolios. For the past fiscal year, each
operational fund paid Dreyfus a management fee at the annual rate of 0.50% of
the fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.

14
<PAGE 14>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,

GENERAL MONEY MARKET FUND 1999 1998 1997(1) 1997 1996(2)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .042 .047 .039 .046 .043

Distributions: Dividends from investment
income -- net (.042) (.047) (.039) (.046) (.043)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.32 4.78 4.83(3) 4.65 5.18(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 1.00 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.24 4.66 4.78(3) 4.56 5.00(3)

Net assets, end of period ($ x 1,000) 3,056,844 2,427,332 1,231,132 369,205 50,446

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

TEN MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .041 .046 .038 .045 .042

Distributions: Dividends from investment
income -- net (.041) (.046) (.038) (.045) (.042)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 4.17 4.66 4.69(3) 4.58 5.04(3)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.00 .97 1.00(3) 1.00 1.00(3)

Ratio of net investment income to average net assets (%) 4.09 4.55 4.60(3) 4.48 5.01(3)

Net assets, end of period ($ x 1,000) 659,185 645,984 364,845 90,175 58

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JANUARY 31 TO NOVEMBER 30.
(2) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1996.
(3) ANNUALIZED.

Financial Highlights 15

FINANCIAL HIGHLIGHTS (CONTINUED)

YEAR ENDED NOVEMBER 30,

GENERAL MUNICIPAL MONEY MARKET FUND 1999 1998 1997 1996 1995(1)
------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .023 .026 .028 .027 .020

Distributions: Dividends from investment income -- net (.023) (.026) (.028) (.027) (.020)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.31 2.64 2.86 2.70 3.01(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .96 .95 .85 1.10(2)

Ratio of net investment income to average net assets (%) 2.29 2.59 2.87 2.65 2.83(2)

Net assets, end of period ($ x 1,000) 376,104 377,636 263,008 17,491 3,024

(1) FROM MARCH 31, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

FOUR MONTHS ENDED
YEAR ENDED NOVEMBER 30, NOVEMBER 30, YEAR ENDED JULY 31,

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .020 .024 .009 .026 .025

Distributions: Dividends from
investment income -- net (.020) (.024) (.009) (.026) (.025)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.06 2.39 2.57(3) 2.61 2.56
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .95 1.00 1.00(3) 1.00 1.00

Ratio of net investment income to average net assets (%) 2.06 2.34 2.62(3) 2.52 2.45

Net assets, end of period ($ x 1,000) 17,314 8,760 2,669 928 5,475

(1) THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO NOVEMBER 30.
(2) FROM AUGUST 1, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO JULY 31, 1996.
(3) ANNUALIZED.

16
<PAGE 16>

PER-SHARE DATA ($)

Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00

Investment operations: Investment income -- net .021 .024 .027 .025 .006

Distributions: Dividends from investment income -- net (.021) (.024) (.027) (.025) (.006)

Net asset value, end of period 1.00 1.00 1.00 1.00 1.00

Total return (%) 2.12 2.47 2.68 2.55 2.82(2)
------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .98 .98 .95 .95 1.04(2)

Ratio of net investment income to average net assets (%) 2.14 2.44 2.64 2.47 3.64(2)

Net assets, end of period ($ x 1,000) 93,287 46,997 42,169 36,199 -- --

(1) FROM SEPTEMBER 8, 1995 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1995.
(2) ANNUALIZED.

Financial Highlights 17
</TABLE>

Your Investment

ACCOUNT POLICIES

Buying shares

APPLICABLE TO GENERAL MONEY MARKET FUND, GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND AND GENERAL TREASURY PRIME MONEY MARKET FUND ONLY:

APPLICABLE TO GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, GENERAL MUNICIPAL
MONEY MARKET FUND AND GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND ONLY:

IF YOUR PAYMENTS ARE RECEIVED in or converted into Federal Funds by 4:00 p.m.,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 4:00 p.m., you will begin to accrue
dividends on the following business day. Qualified institutions may telephone
orders to buy shares. If such an order is made by 2:00 p.m., and Federal Funds
are received by 4:00 p.m., the shares will be purchased at the NAV determined
after the telephone order is accepted and will receive the dividend declared
that day. If such an order is made after 2:00 p.m., but by 8:00 p.m., and
Federal Funds are received by 11:00 a.m. the next business day, the shares will
be purchased at the NAV determined at 8:00 p.m. and will begin to accrue
dividends on the next business day. All times are Eastern time.

BECAUSE THE MUNICIPAL MONEY MARKET FUNDS seek tax-exempt income, they are not
recommended for purchase in IRAs or other qualified retirement plans.

Selling shares

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding.

AMORTIZED COST: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains or losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable NAV.

General policies

EACH FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request in excess of 1% of the fund's total
assets

* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions

* change its minimum investment amounts

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)

Your Investment 19
<PAGE 19>

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS PAID by the taxable money market funds are taxable
to U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-deferred account).

Concepts to understand

SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.

The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Retirement plans

A variety of retirement plans are offered for the taxable money market funds,
including traditional, Roth and Education IRAs.

In addition, SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts are also
available. Please call your financial representative for information.

20
<PAGE 20>

NOTES

For More Information

General Money Market Fund
-----------------------------------
SEC file number: 811-3207

General Government Securities Money Market Fund
-----------------------------------
SEC file number: 811-3456

General Treasury Prime Money Market Fund
----------------------------------
SEC file number: 811-3456

General Municipal Money Market Fund
----------------------------------
SEC file number: 811-3481

General California Municipal Money Market Fund
----------------------------------
SEC file number: 811-4871

General New York Municipal Money Market Fund
-----------------------------------
SEC file number: 811-4870

More information on each fund is available free upon request, including the
following:

Annual/Semiannual Report

Describes the fund's performance and lists portfolio holdings.

Statement of Additional Information (SAI)

To obtain information:

BY TELEPHONE Call your Stifel, Nicolaus & Company Investment Executive or
1-800-679-5446

BY MAIL Write to:
Stifel, Nicolaus & Company, Incorporated
501 North Broadway
St. Louis, MO 63102

http://www.stifel.com

ON THE INTERNET Text-only versions of certain fund documents can be viewed
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