June 20, 1994
DREYFUS TAX EXEMPT CASH MANAGEMENT
SUPPLEMENT TO PROSPECTUS
DATED MAY 31, 1994
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."
The Fund's manager, The Dreyfus Corporation ("Dreyfus"), has
entered into an Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger of Dreyfus with a subsidiary of Mellon Bank
Corporation ("Mellon").
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory
approvals and approvals of the stockholders of Dreyfus and of Mellon.
The merger is expected to occur in August 1994, but could occur
significantly later.
As a result of regulatory requirements and the terms of the Merger
Agreement, Dreyfus will seek various approvals from the Fund's
shareholders before completion of the merger. Proxy materials,
approved by the Fund's Board, recently have been mailed to Fund
shareholders.
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled "Yield
Information."
From time to time advertising materials for the Fund also may
refer to Value Line Mutual Fund Survey company ratings and related
analyses supporting the rating.
264/675stkr062094
