DREYFUS GOVERNMENT CASH MANAGEMENT
497, 2000-07-05
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Dreyfus Cash Management Funds

Dreyfus Cash Management

Dreyfus Government Prime Cash Management

Dreyfus Treasury Cash Management

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


PROSPECTUS June 1, 2000

             As revised, July 5, 2000


INSTITUTIONAL SHARES

(reg.tm)

THIS PROSPECTUS IS TO BE USED ONLY BY CLIENTS OF SANTA BARBARA BANK & TRUST.

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

Dreyfus Cash Management                                                   2

Dreyfus Government Prime
Cash Management                                                           4

Dreyfus Treasury Cash Management                                          6

Management                                                                8

Financial Highlights                                                      9

Account Information
--------------------------------------------------------------------------------

Account Policies                                                         11

Distributions and Taxes                                                  13

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 three 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. Dreyfus Cash Management purchases securities with
the  highest  credit  rating only, or the unrated equivalent. Dreyfus Government
Prime  Cash  Management  invests  only  in  U.S.  government securities. Dreyfus
Treasury  Cash  Management  invests  only  in  U.S. government securities and in
repurchase agreements.

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



<PAGE 1>

                                                        Dreyfus Cash Management

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  a diversified portfolio of high quality, short-term debt
securities, including:

(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 banks or foreign banks, or
         their subsidiaries or branches

(pound)  repurchase agreements, including tri-party repurchase agreements

(pound)  asset-backed securities

(pound)  high   grade   commercial   paper,   and   other  short-term  corporate
         obligations, including those with floating or variable rates of
         interest

Normally, the fund invests at least 25% of its net assets in bank obligations.



MAIN RISKS

The fund's yield will fluctuate, as market conditions and interest rates change,
and  as  the  short-term securities in the 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.





<PAGE 2>

PAST PERFORMANCE

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

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


8.38   6.22   3.80   3.16   4.08   6.01   5.42   5.56   5.51   5.12
90     91     92     93     94     95     96     97     98     98


BEST QUARTER:                    Q2 '90                          +2.07%

WORST QUARTER:                   Q2 '93                          +0.77%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/00 WAS 1.44%.
--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

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

5.12%                              5.52%                           5.32%

The 7-day yield for Institutional shares on 12/31/99 was 5.66%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.



EXPENSES

As  an  investor, you pay certain fees and expenses in connection with the fund,
which  are  described  for  Institutional shares 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                                                         0.20%

Other expenses                                                           none
--------------------------------------------------------------------------------

TOTAL                                                                   0.20%
--------------------------------------------------------------------------------

<TABLE>

Expense example

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

$20                                  $64                                  $113                                 $255
</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.

OTHER EXPENSES: as to the fund's Institutional shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly. Dreyfus may terminate this agreement upon at least 90 days'
prior notice to investors, but has committed not to do so at least through May
31, 2001.



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.

                                                        Dreyfus Cash Management








<PAGE 3>

                                       Dreyfus Government Prime Cash Management

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  or  its  agencies  or
instrumentalities.



MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  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 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.

Certain  U.S. government agency securities are backed by the right of the issuer
to  borrow  from  the  U.S. Treasury, or are supported only by the credit of the
issuer  or instrumentality. While the U.S. government provides financial support
to  U.S. government-sponsored agencies or instrumentalities, no assurance can be
given that it will always do so.





<PAGE 4>

PAST PERFORMANCE

The  bar  chart and table below show some of the risks of investing in the fund.
The  bar  chart shows the performance of the fund's Institutional shares for its
first full calendar year. The table shows the fund's average annual total return
for  its  Institutional  shares  over  time.  Of  course, past performance is no
guarantee of future results.
--------------------------------------------------------------------------------

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


                                                               5.00
90     91     92     93     94     95     96     97     98     99


BEST QUARTER:                    Q4 '99                          +1.32%

WORST QUARTER:                   Q2 '99                          +1.17%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/00 WAS 1.38%.
--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                               Since

                                                             inception

         1 Year                                              (2/27/98)
--------------------------------------------------------------------------------

         5.00%                                                 5.18%

The 7-day yield for Institutional shares on 12/31/99 was 5.11%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.



EXPENSES

As  an  investor, you pay certain fees and expenses in connection with the fund,
which  are  described  for  Institutional shares 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                                                         0.20%

Other expenses                                                           none
--------------------------------------------------------------------------------

TOTAL                                                                   0.20%
--------------------------------------------------------------------------------

<TABLE>

Expense example

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

$20                                  $64                                  $113                                 $255
</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.

OTHER EXPENSES: as to the fund's Institutional shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly. Dreyfus may terminate this agreement upon at least 90 days'
prior notice to investors, but has committed not to do so at least through May
31, 2001.



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.

                                       Dreyfus Government Prime Cash Management








<PAGE 5>

                                               Dreyfus Treasury Cash Management

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, and repurchase agreements
(including tri-party repurchase agreements) in respect of these securities.



MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  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 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.





<PAGE 6>

PAST PERFORMANCE

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

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


8.19   6.01   3.71   3.03   3.94   5.84   5.29   5.41   5.28   4.84
90     91     92     93     94     95     96     97     98     99


BEST QUARTER:                    Q3 '90                          +2.01%

WORST QUARTER:                   Q4 '93                          +0.74%

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/00 WAS 1.32%.
--------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99



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

4.84%                              5.33%                           5.15%

The 7-day yield for Institutional shares on 12/31/99 was 4.88%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.



EXPENSES

As  an  investor, you pay certain fees and expenses in connection with the fund,
which  are  described  for  Institutional shares 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                                                         0.20%

Other expenses                                                           none
--------------------------------------------------------------------------------

TOTAL                                                                   0.20%
--------------------------------------------------------------------------------

<TABLE>

Expense example

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

$20                                  $64                                  $113                                 $255
</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.

OTHER EXPENSES: as to the fund's Institutional shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly. Dreyfus may terminate this agreement upon at least 90 days'
prior notice to investors, but has committed not to do so at least through May
31, 2001.



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.

                                               Dreyfus Treasury Cash Management









<PAGE 7>

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
$129  billion in over 160 mutual fund portfolios. For the past fiscal year, each
fund  paid  Dreyfus  a  management fee at the annual rate of 0.20% 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
$2.5  trillion  of assets under management, administration or custody, including
approximately  $485 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
each  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.




<PAGE 8>

FINANCIAL HIGHLIGHTS

The  following  tables  describe  the  performance  of each fund's Institutional
shares  for  the  fiscal  periods  indicated. "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, which is
available to investors upon request.

<TABLE>

                                                                                            YEAR ENDED JANUARY 31,

 DREYFUS CASH MANAGEMENT                                                         2000      1999      1998      1997       1996
--------------------------------------------------------------------------------------------------------------------------------
<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                               .051       .053      .054       .053       .059

 Distributions:          Dividends from investment
                         income -- net                                         (.051)     (.053)    (.054)     (.053)     (.059)

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

 Total return (%)                                                               5.19       5.45      5.58       5.39       6.03
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                     .20        .20       .20        .20        .20

 Ratio of net investment income
 to average net assets (%)                                                      5.12       5.32      5.45       5.27       5.86
---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ in millions)                                     9,015      6,273     4,103      2,758      2,443
</TABLE>

<TABLE>

                                                                                                          YEAR ENDED JANUARY 31,

 DREYFUS GOVERNMENT PRIME CASH MANAGEMENT                                                              2000             1999(1)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>              <C>

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                      1.00           1.00

 Investment operations:  Investment income -- net                                                         .049           .048

 Distributions:          Dividends from investment
                         income -- net                                                                   (.049)         (.048)

 Net asset value, end of period                                                                           1.00           1.00

 Total return (%)                                                                                         5.04           5.33(2)
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                                .20            .20(2)

 Ratio of net investment income
 to average net assets (%)                                                                                4.98           5.20(2)
---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ in millions)                                                                 397            194

(1)  FROM FEBRUARY 27, 1998 (COMMENCEMENT OF INITIAL OFFERING) TO JANUARY 31, 1999.

(2)  ANNUALIZED.
</TABLE>

                                                           Financial Highlights



<PAGE 9>
<TABLE>

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                                PERIOD ENDED       YEAR ENDED
                                                                   YEAR ENDED JANUARY 31,        JANUARY 31,        JULY 31,
 DREYFUS TREASURY CASH MANAGEMENT                             2000        1999        1998       1997(1)      1996        1995
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>        <C>          <C>         <C>         <C>         <C>

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              .048        .051        .053        .026        .054        .052

 Distributions:          Dividends from investment
                         income -- net                        (.048)      (.051)      (.053)      (.026)      (.054)      (.052)

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

 Total return (%)                                              4.88        5.21        5.42      5.20(2)       5.51        5.34
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                    .20         .20          20        20(2)         20          20

 Ratio of net investment income
 to average net assets (%)                                     4.76        5.09        5.30      5.14(2)       5.35        5.22
---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ in millions)                    1,879       2,865       2,921       2,649       2,420       1,951

(1)  THE FUND CHANGED ITS FISCAL YEAR END FROM JULY 31 TO JANUARY 31.

(2)  ANNUALIZED.
</TABLE>


<PAGE 10>


                                                            Account Information

ACCOUNT POLICIES

EACH  FUND  IS  DESIGNED for institutional investors, particularly banks, acting
for  themselves  or  in  a  fiduciary,  advisory,  agency,  custodial or similar
capacity.  Fund  shares  may  not be purchased directly by individuals, although
institutions  may  purchase  shares  for  accounts  maintained  by  individuals.
Generally,  each  investor will be required to open a single master account with
the  fund  for all purposes. In certain cases, the fund may request investors to
maintain  separate  master  accounts for shares held by the investor (i) for its
own  account,  for  the account of other institutions and for accounts for which
the  institution  acts  as  a  fiduciary,  and  (ii)  for accounts for which the
investor acts in some other capacity. An institution may arrange with the fund's
transfer  agent for sub-accounting services and will be charged directly for the
cost  of  such  services.  Institutions  purchasing Institutional shares for the
benefit  of  their  clients  may impose policies, limitations and fees which are
different from those described in this prospectus.

Buying shares

THE  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 transfer agent (as on Good Friday) as to Dreyfus
Cash  Management  only,  is  open.  An  order  will  be  priced  at the next NAV
calculated  after  the  order  is accepted by the fund's transfer agent or other
authorized  entity.  Each fund's investments are valued based on amortized cost.
As a result, portfolio securities are valued at their acquisition cost, adjusted
for  discounts  or  premiums  reflected  in their purchase price. This method of
valuation  is  designed for the fund to be able to price its shares at $1.00 per
share.

AS  TO  DREYFUS  CASH MANAGEMENT AND DREYFUS TREASURY CASH MANAGEMENT, orders in
proper form placed prior to 5:00 p.m., and payments for which are received in or
converted  into  Federal Funds by the fund's custodian by 6:00 p.m., will become
effective at the price determined at 5:00 p.m. on that day. In this case, shares
purchased will receive the dividend declared on that day.

AS  TO  DREYFUS  GOVERNMENT  PRIME  CASH  MANAGEMENT ONLY, orders in proper form
placed  prior  to 3:00 p.m., and payments for which are received in or converted
into  Federal  Funds by the fund's custodian by 6:00 p.m., will become effective
at the price determined at 5:00 p.m. on that day. In this case, shares purchased
will receive the dividend declared on that day. Orders for shares placed between
3: 00  p.m  and  5: 00 p.m. will not be accepted and executed, and notice of the
purchase  order  being  rejected  will  be  given to the institution placing the
order,  and  any  funds  received  will  be  returned  promptly  to  the sending
institution.

Orders  effected  through  compatible  computer  facilities after 5:00 p.m., but
prior  to  8:00 p.m., will become effective at the price determined at 8:00 p.m.
on that day, if Federal Funds are received by the fund's custodian by 11:00 a.m.
on the following business day. In this case, shares purchased will start earning
dividends  on  the  business  day following the date the order became effective.
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., by a means other
than  a  compatible  computer  facility,  will become effective on the following
business day.

For all funds, all times are Eastern time.


                                                            Account Information



<PAGE 11>

ACCOUNT POLICIES (CONTINUED)

Minimum investments

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

INSTITUTIONAL SHARES               $10,000,000*               NONE

*The  minimum initial investment in Institutional shares is $10,000,000, unless:
(a)  the  investor  has invested at least $10,000,000 in the aggregate among any
Dreyfus  Cash  Management  fund  (including  in any class of a fund); or (b) the
investor  has,  in  the  opinion  of  Dreyfus  Institutional  Services Division,
adequate intent and availability of assets to reach a future level of investment
of $10,000,000 among the funds named above.

Selling shares

INVESTORS MAY SELL (REDEEM) SHARES AT ANY TIME, by wire, telephone or compatible
computer  facility.  Shares  will  be  sold  at the next NAV calculated after an
investor' s  order  is accepted by the fund's transfer agent or other authorized
entity.  Any  certificates  representing fund shares being sold must be returned
with  the  redemption  request.  Orders will be processed promptly and investors
generally will receive the proceeds within a week.

BEFORE  SELLING  RECENTLY PURCHASED SHARES, please note that if the fund has not
yet  collected  payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.



Concepts to understand

AMORTIZED COST: the value of a 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
for a fund to be able to price its shares at $1.00 per share.



Concepts to understand

NET ASSET VALUE (NAV): a mutual fund's share price on  a given day. A fund's NAV
is calculated by dividing the value of its net assets by the number of existing
shares.




<PAGE 12>


General policies

UNLESS  THE  INVESTOR  DECLINES  TELEPHONE  PRIVILEGES  on  the application, the
investor  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

(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 being redeemed is deemed
by the manager to be large enough to affect fund operations.




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.
Dividends  and  distributions will be reinvested in the fund unless the investor
instructs   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  the  investment  is  in a
tax-deferred account for which taxes may be due at a later date). The tax status
of  any distribution is the same regardless of how long the investor has been in
the fund and whether the investor reinvests distributions or take them in cash.

Because  each  investor's tax situation is unique, the investor should consult a
professional about federal, state and local tax consequences.



Concepts to understand

DIVIDENDS: income or interest paid by the investments in a fund's portfolio.

DISTRIBUTIONS: income, net of expenses, 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.

                                                            Account Information



<PAGE 13>

                                                           For More Information

Dreyfus Cash Management
----------------------------------
SEC file number:  811-4175

Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
-----------------------------------
SEC file number:  811-3964

Dreyfus Treasury Cash Management
-----------------------------------
SEC file number:  811-4723



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

Annual/Semiannual Reports

Describes   each   fund' s  performance,  and  lists  its  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 Dreyfus Institutional Services Division representative or
1-800-346-3621

BY E-MAIL  Access Dreyfus Institutional Services Division  at www.LIONSALES.com.
You can obtain product information and E-mail requests for information or
literature.

BY MAIL  Write to:
Dreyfus Institutional Services Division
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 public [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.

(c) 2000 Dreyfus Service Corporation
CMGT-P0700-SBB



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