DREYFUS CASH MANAGEMENT, 485BPOS, 1997-03-26

DREYFUS CASH MANAGEMENT
485BPOS, 1997-03-26

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File Nos. 2-94930
811-4175

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 22 [ X ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. 22 [ X ]

(Check appropriate box or boxes.)

Dreyfus Cash Management
(Exact Name of Registrant as Specified in Charter)

c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 922-6000

Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box)

immediately upon filing pursuant to paragraph (b)
----

X on April 1, 1997 pursuant to paragraph (b)
----

60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----

Registrant has registered an indefinite number of shares of its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940. Registrant's Rule
24f-2 Notice for the fiscal year ended January 31, 1997 was filed on or
about March 26, 1997.

Dreyfus Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a)

Prospectus for
------------------------------------------
Instit- Admin-
utional istrative Investor Participant
Shares Shares Shares Shares

Items in
Part A of
Form N-1A Caption Page Page Page Page
_______ _______ ____ ____ ____ ____

1 Cover Page Cover Cover Cover Cover

2 Synopsis 3 3 3 3

3 Condensed Financial 4 4 4 4
Information

4 General Description 7 7 7 7
of Registrant

5 Management of 10 10 10 11
the Fund

5(a) Management's * * * *
Discussion of
Fund's Performance

6 Capital Stock and 16 16 16 17
Other Securities

7 Purchase of Securities 11 11 11 12
Being Offered

8 Redemption or 13 13 13 14
Repurchase

9 Pending Legal * * * *
Proceedings

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

Dreyfus Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)

Items in
Part B of
Form N-1A Caption Page
_________ _______ ____

10 Cover Page Cover

11 Table of Contents Cover

12 General Information and History B-39

13 Investment Objectives and Policies B-3

14 Management of the Fund B-20

15 Control Persons and Principal B-24
Holders of Securities

16 Investment Advisory and Other B-25
Services

Items in
Part B of
Form N-1A
_________

17 Brokerage Allocation B-35

18 Capital Stock and Other Securities B-39

19 Purchase, Redemption and Pricing B-28, B-32,
of Securities Being Offered B-33

20 Tax Status *

21 Underwriters B-28

22 Calculations of Performance Data B-36

23 Financial Statements B-65

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

Dreyfus Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)

Items in
Part C of
Form N-1A Caption Page
_________ _______ _____

24 Financial Statements and Exhibits C-1

25 Persons Controlled by or Under C-3
Common Control with Registrant

26 Number of Holders of Securities C-3

27 Indemnification C-3

28 Business and Other Connections of C-4
Investment Adviser

29 Principal Underwriters C-9

30 Location of Accounts and Records C-12

31 Management Services C-12

32 Undertakings C-12

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

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

COMBINED PROSPECTUS APRIL 1, 1997

DREYFUS CASH MANAGEMENT FUNDS
[INSTITUTIONAL SHARES]
- -------------------------------------------------------------------------------

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.

THE FUNDS ARE 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. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.

TABLE OF CONTENTS
Page
Annual Fund Operating Expenses....................................... 3
Condensed Financial Information...................................... 4
Yield Information.................................................... 7
Description of the Funds............................................. 7
Management of the Funds.............................................. 10
How to Buy Shares.................................................... 11
Shareholder Services................................................. 12
How to Redeem Shares................................................. 13
Shareholder Services Plan............................................ 14
Dividends, Distributions and Taxes................................... 14
General Information.................................................. 16
Appendix............................................................. 18
Page 2
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INSTITUTIONAL
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $ 6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
- -------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- -------------------------------------------------------------------------------

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Institutional
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Institutional Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets. Institutions and
certain Service Agents (as defined below) effecting transactions in
Institutional Shares for the accounts of their clients may charge their
clients direct fees in connection with such transactions; such fees are not
reflected in the foregoing table. See "Management of the Funds," "How to Buy
Shares" and "Shareholder Services Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.

FINANCIAL HIGHLIGHTS

Contained below for each Fund is per share operating performance data
for an Institutional Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.

DREYFUS CASH MANAGEMENT
------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
INVESTMENT OPERATIONS:
Investment income-net .066 .076 .091 .080 .058 .036 .031 .042 .059 .053
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
DISTRIBUTIONS:
Dividends from investment
income-net........... (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.053)
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ======= ====== ===== ======= =======
TOTAL INVESTMENT RETURN 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.39%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets. 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.27%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation .03% .03% .02% .02% .03% .04% .03% -- -- --
Net Assets, end of year
(000's omitted).... $3,320,959$2,245,703$3,373,940 $5,041,688$6,508,999 $5,475,181$2,894,853 $1,817,166$2,442,647 $2,758,317

DREYFUS CASH MANAGEMENT PLUS, INC.
-----------------------------------------------------------------------------------------
FOUR MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31,
------------------------------------------------------------------ ------------------
1988(1) 1989 1990 1991 1992 1993 1994 1995 1996 1997*
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
INVESTMENT OPERATIONS:
Investment income-net. .071 .091 .083 .068 .043 .032 .036 .057 .055 .018
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
DISTRIBUTIONS:
Dividends from investment
income-net............ (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055) (.018)
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ==== ===== ==== ===== ===== ===== ====== ===== =============
TOTAL INVESTMENT RETURN. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59% 5.34%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets.... .20%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets.... 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% 5.46% 5.32%(2)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation .07%(2) .07% .04% .04% .05% .04% .01% -- -- --
Net Assets, end of year
(000's omitted)....... $125,266$728,832$1,177,475$1,780,058$2,300,382$3,003,344$1,893,485$4,404,989$4,766,312 $5,515,851
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
* The Fund has changed its fiscal year end from September 30 to January 31. The information provided is from October 1,1996
through January 31, 1997.

Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
-----------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
INVESTMENT OPERATIONS:
Investment income-net...... .064 .074 .089 .079 .058 .037 .031 .041 .059 .053
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
DISTRIBUTION:
Dividends from investment
income-net................. (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059)(.053)
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ===== ===== ===== ===== ===== ======= ===== ==== =====
TOTAL INVESTMENT RETURN...... 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.38%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets......... 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.25%
Decrease reflected in above expense
ratios due to undertaking by
The Dreyfus Corporation.... .04% .04% .05% .04% .04% .05% .03% -- -- --
Net Assets, end of year
(000's omitted)....... $1,325,992$1,231,361$1,590,159$2,171,778$4,750,205$10,229,838$4,515,946$2,796,646$4,777,903$4,565,091

DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997*
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
INVESTMENT OPERATIONS:
Investment income-net...... .066 .085 .082 .069 .045 .031 .032 .052 .054 .026
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
DISTRIBUTIONS:
Dividends from investment
income-net................. (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052) (.054) (.026)
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ===== ===== ===== ===== ===== ========
TOTAL INVESTMENT RETURN........ 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51% 5.20%
(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net assets...... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net investment income
to average net assets...... 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 5.35% 5.14%(1)
Decrease reflected in above expense ratios
due to undertaking
by The Dreyfus Corporation. .06% .05% .07% .06% .05% .04% .01% -- -- --
Net Assets, end of year
(000's omitted)............ $722,268 $777,371$1,558,493$2,643,267$4,103,056$2,406,604$1,982,582$1,951,105$2,419,830 $2,648,579
(1) Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31. The information provided is from August 1,1996 through
January 31, 1997.

DREYFUS TREASURY PRIME CASH MANAGEMENT
----------------------------------------------------------------------------
ELEVEN MONTHS ENDED
YEAR ENDED FEBRUARY 28/29, January 31,
------------------------------------------------------- ------------------
1989(1) 1990 1991 1992 1993 1994 1995 1996 1997*
------- ----- ----- ----- ----- ----- ----- ---- ------------------
PER SHARE DATA:
Net asset value, beginning of year.. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ----- ----- ----- ----- ----- ----- ---- --------
Investment Operations:
Investment income--net ............. .015 .083 .076 .055 .035 .030 .043 .055 .047
------- ----- ----- ----- ----- ----- ----- ---- --------
Distributions:
Dividends from investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.047)
------- ----- ----- ----- ----- ----- ----- ---- --------
Net asset value, end of year........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ===== ===== ===== ===== ===== ===== ==== ========
total investment return................. 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39% 5.65% 5.16%(2)
ratios/supplemental data:
Ratio of expenses to average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to average net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% 5.05%(2)
Decrease reflected in above expense ratios due to an
undertaking by The Dreyfus Corporation .30%(2) .10% .05% .05% .04% .02% -- -- --
Net Assets, end of year
(000's omitted) $122,032 $409,870$1,915,877$4,435,718$5,001,499$4,442,145$3,342,392$2,904,121 $3,046,582
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
* The Fund has changed its fiscal year end from the last day of February to January 31. The information provided is from
March 1,1996 through January 31, 1997.

Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
---------------------------------------------------------------------
ONE MONTH ENDED
YEAR ENDED DECEMBER 31, January 31,
---------------------------------------------------------------------
1990(1) 1991 1992 1993 1994 1995 1996 1997*
------- ---- ---- ---- ---- ---- ---- ------
PER SHARE DATA:
Net asset value, beginning of year........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ---- ---- ---- ---- ---- ---- ------
INVESTMENT OPERATIONS:
Investment income-net..................... .013 .047 .031 .024 .027 .038 .034 .003
------- ---- ---- ---- ---- ---- ---- ------
DISTRIBUTIONS:
Dividends from investment income-net...... (.013) (.047) (.031) (.024) (.027) (.038) (.034) (.003)
------- ---- ---- ---- ---- ---- ---- ------
Net asset value, end of year.............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ==== ==== ==== ==== ==== ==== ======
TOTAL INVESTMENT RETURN...................... 5.90%(2) 4.75% 3.16% 2.44% 2.76% 3.85% 3.43% 3.41%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.... .20%(2) .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets......................... 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% 3.38% 3.38%(2)
Decrease reflected in above expense ratios due
to undertaking by The Dreyfus Corporation
(limited to the expense limitation
provision of the Management Agreement)..... 2.30%(2) .33% .10% .07% -- -- -- --
Net Assets, end of year (000's omitted).... $22,911 $151,085 $259,416 $364,583 $192,710$194,088$155,913 $158,952
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
*The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.

DREYFUS TAX EXEMPT CASH MANAGEMENT
------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net...... .044 .052 .062 .057 .042 .028 .023 .028 .037 .033
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net................. (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.033)
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ====== ===== ===== ===== =====
TOTAL INVESTMENT RETURN........ 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.31%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets......... 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.25%
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus Corporation.... .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets, end of year
(000's omitted)...... $1,029,739$1,006,193$1,147,753$1,905,522$1,668,671$1,838,786$1,739,787$1,299,301$1,366,497 $1,646,151

Dreyfus New York Municipal Cash Management
---------------------------------------------------------------
Six Months Ended
Year Ended July 31, January 31,
---------------------------------------------------------------
1992(1) 1993 1994 1995 1996 1997*
-------- ------- ------- ------- ------- ----------
PER SHARE DATA:
Net asset value, beginning of year............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ------- ----------
Investment Operations:
Investment income--net ....................................... .022 .023 .022 .034 .034 .017
-------- ------- ------- ------- ------- ----------
Distributions:
Dividends from investment income-net.......................... (.022) (.023) (.022) (.034) (.034) (.017)
-------- ------- ------- ------- ------- ----------
Net asset value, end of year.................................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= ======= ==========
TOTAL INVESTMENT RETURN ........................................ 3.02%(2) 2.27% 2.23% 3.46% 3.44% 3.29%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets....................... .20%(2) .20% .20% .20% .20% .20%(2)
Ratio of net investment income to average net assets.......... 2.71%(2) 2.20% 2.18% 3.42% 3.33% 3.28%(2)
Decrease reflected in above expense ratios due to
undertaking by The Dreyfus Corporation........................ .37%(2) .18% .06% -- -- --
Net Assets, end of year (000's omitted)....................... $76,830 $116,527 $82,755 $101,309 $132,370 $132,686
(1) From November 4, 1991 (commencement of operations) to July 31, 1992.
(2) Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31. The information provided is from August 1,1996
through January 31, 1997.

</TABLE>
Page 6
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Institutional Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Institutional Shares of the Fund refers to the income generated by an
investment in Institutional Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Institutional
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Institutional
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."

As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.

Yield information is useful in reviewing the performance of a Fund's
Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.

Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
Morningstar, Inc. and other industry publications.

DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE

The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.

MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.

In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical 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 Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations
Page 7

currently rating instruments of the type Dreyfus Cash
Management, Dreyfus Cash Management Plus, and each Tax Exempt Fund may
purchase are Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Ratings Group ("S&P"), Duff & Phelps Credit Rating Co., Fitch Investors
Service, L.P. ("Fitch"), IBCA Limited and IBCA Inc. and Thomson BankWatch,
Inc. and their rating criteria are described in the applicable "Appendix" to
the Statement of Additional Information. For further information regarding
the amortized cost method of valuing securities, see "Determination of Net
Asset Value" in the Statement of Additional Information. There can be no
assurance that a Fund will be able to maintain a stable net asset value of
$1.00 per share.

Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.

DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including 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 obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix--Certain Portfolio Securities."

DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
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 and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix _ Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.

DREYFUS GOVERNMENT CASH MANAGEMENT -- The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix--Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."

DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."

DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix--Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests 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 bear fixed, floating or variable rates of interest. See
"Appendix--Certain Portfolio Securities."

From time to time, the Fund may invest more than 25% of the value
of its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.

From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, each Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities_Taxable Investments."

Page 8
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations, which are subject to New York State and New York City
income tax, and in Taxable Investments.

See "Investment Considerations and Risks _ Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes," and
"Appendix -- Certain Portfolio Securities."

INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.

BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
To the extent each of these Funds' 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. Each Fund, however, will seek to minimize
its exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.

Each of these Funds may invest in securities issued by London
branches of domestic banks, and Dreyfus Cash Management Plus may invest in
securities issued by other foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks, and
commercial paper issued by foreign issuers. Accordingly, the Fund may be
subject to additional investment risks with respect to such securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations 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 (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds 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,
or securities whose issuers are located in the same state. 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 each of these
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 Dreyfus Corporation 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 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
Page 9

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 either of
these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.

INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Since Dreyfus New York Municipal Cash Management 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. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.

NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of as a "non-diversified" investment company 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 1940 Act. A "diversified" investment
company is required by the 1940 Act generally, with respect to 75% of its
total assets, to invest not more than 5% of such assets in the securities of
a single issuer. Since a relatively high percentage of the Fund's assets may
be invested in the obligations of a limited number of issuers, the Fund's
investments may be more sensitive to changes in the market value of a single
issuer. However, to meet Federal tax requirements, at the close of each
quarter the Fund may not have more than 25% of its total assets invested in
any one issuer and, with respect to 50% of total assets, not more than 5% of
its total assets invested in any one issuer. These limitations do not apply
to U.S. Government securities.

SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. 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.
MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of February 28, 1997, The Dreyfus Corporation
managed or administered approximately $86 billion in assets for approximately
1.7 million investor accounts nationwide.

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.

Mellon is a publicly owned multibank 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
Page 10

of financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1996, including approximately $86
billion in proprietary mutual fund assets. As of December 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.046 trillion in
assets, including approximately $57 billion in mutual fund assets.

For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management.

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Institutional 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 Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Institutional Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.

Institutional Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S.
Page 11

banks. To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.

Institutional 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 in the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its 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, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time, and (ii) as of 8:00 p.m., New York time/5:00 p.m.,
California time, on each day the New York Stock Exchange or, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, the New York Stock
Exchange or the Transfer Agent, is open for business. Net asset value per
share of each class of shares 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" in the Statement of Additional
Information.

Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time, or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.

Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and payments for which are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.

Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue 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., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Fund's net
asset value per share is determined twice daily as of (i) 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares 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" in the Statement of Additional Information.

Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.

Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders effected in proper form between 12:00 Noon and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of any other Fund or of Dreyfus
Institutional Short Term Treasury Fund, which has different investment
objectives and management policies that may be of interest to investors. Upon
an exchange into a new account the following
Page 12

shareholder services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Automated Facilities and the dividend/capital gain
distribution option selected by the investor.

To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the Fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
administrative although each Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.
Each Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to investors. See "Dividends, Distributions and Taxes."

An investor who wishes to redeem Institutional Shares and purchase
shares of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Institutional Shares of a Fund, in Institutional
Shares of any other Fund or of Dreyfus Institutional Short Term Treasury
Fund, if the investor is a shareholder in such fund. The amount an investor
designates, which can be expressed either in terms of a specific dollar or
share amount, will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule that the investor has selected. Shares
will be exchanged at the then-current net asset value. The right to exercise
this Privilege may be modified or cancelled by the Fund or the Transfer
Agent. An investor may modify or cancel the exercise of this Privilege at any
time by mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. Each Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. For more information
concerning this Privilege and the funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call one of the telephone numbers listed under "General Information." See
"Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Institutional Shares at any
time and the shares will be redeemed at the next determined net asset value.

None of the Funds imposes charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

Each Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- If a redemption request is received in proper form, and
transmitted to the Custodian (The Bank of New York) in New York by 5:00 p.m.,
New York time, or transmitted to the Sub-custodian (Wells Fargo Bank) in
California by 12:00 Noon, California time, the proceeds of the redemption, if
transfer by wire is requested, ordinarily will be transmitted in Federal
Funds on the same day and the shares will not receive the dividend declared
on that day. A redemption request received by Dreyfus Institutional Service
Division after 12:00 Noon, California time, for transmission to the
Sub-custodian (Wells Fargo Bank) will not be processed until the following
business day. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend declared on that day, and the proceeds of redemption, if wire
transfer is requested, ordinarily will be transmitted in Federal Funds on the
next business day. A redemption request in proper form effected after 8:00
p.m., New York time, will not be effective until the following business day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian (The Bank of New
York) in New York by 12:00 Noon, New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not
Page 13
receive the dividend declared on that day. A redemption request effected
through an automated interface or trading system after 12:00 Noon, New York
time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds
of redemption, if wire transfer is requested, ordinarily will be transmitted
in Federal Funds on the next business day. A redemption request in proper
form effected after 8:00 p.m., New York time, will not be effective until the
following business day.

PROCEDURES

Investors may redeem Institutional Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.

If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Institutional Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.

REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Institutional Shares in this manner.

SHAREHOLDER SERVICES PLAN

Each Fund's Institutional Shares are subject to a separate
Shareholder Services Plan pursuant to which each Fund has agreed to reimburse
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets attributable to
Institutional Shares for certain allocated expenses of providing personal
services to, and/or maintaining accounts of, holders of Institutional Shares.
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. The Dreyfus Corporation, and not the
Fund, currently reimburses Dreyfus Service Corporation for any such allocated
expenses with respect to Institutional Shares. See "Management of the Funds."

DIVIDENDS, DISTRIBUTIONS AND TAXES

Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, is open for business. Institutional Shares
begin earning income dividends on the day the purchase order is effective.
The Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the prior business day. Dividends usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Institutional Shares at net asset value or, at the investor's option, paid in
cash. If an investor redeems all Institutional Shares in its account at any
time during the month, all dividends to which the investor is entitled will
be paid along with the proceeds of the redemption. An omnibus accountholder
may 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, and such
portion of the accrued dividends will be paid to the accountholder along with
the proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions in
cash or to
Page 14
reinvest in additional Institutional Shares at net asset value.
All expenses are accrued daily and deducted before declaration of dividends
to investors. Dividends paid by each class of shares will be calculated at
the same time and in the same manner and will be in the same amount, except
that the expenses attributable solely to a class will be borne exclusively by
such class.

Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, if any, generally are taxable as
long-term capital gains for Federal income tax purposes if the beneficial
holder of shares is a citizen or resident of the United States, regardless of
how long shareholders have held their shares and whether such distributions
are received in cash or reinvested in additional shares. The Code provides
that the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.

Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to certain state and local taxes.
Although all or a substantial portion of the dividends paid by each Tax
Exempt Fund may be excluded by the beneficial holders of Fund shares from
their gross income for Federal income tax purposes, each Tax Exempt Fund may
purchase specified private activity bonds, the interest from which may be (i)
a preference item for purposes of the alternative minimum tax, or (ii) a
factor in determining the extent to which the Social Security benefits of a
beneficial holder of Fund shares are taxable. If a Tax Exempt Fund purchases
such securities, the portion of the Fund's dividends related thereto will not
necessarily be tax exempt to a beneficial holder of Fund shares who is
subject to the alternative minimum tax and/or tax on Social Security benefits
and may cause a beneficial holder of Fund shares to be subject to such taxes.

Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.

Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.

IRS may notify the Fund to institute backup withholding if the IRS determines
a shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.

Management believes that each Fund has qualified for the fiscal
year ended January 31, 1997 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. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.

Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION

Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management and
Dreyfus Treasury Prime Cash Management each are organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust, and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class except
as otherwise required by law or with respect to any matter which affects only
one class.

ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) -- Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each 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's 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 a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Trustees.

DREYFUS CASH MANAGEMENT PLUS -- Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, 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 Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Directors if, at any time less than
a majority of the Directors then holding office have been elected by
shareholders.

ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Institutional Shares should call
such institution directly.

Page 16

The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17

APPENDIX
INVESTMENT TECHNIQUES

BORROWING MONEY -- Each Fund may borrow money from banks, but only 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 borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.

LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) -- Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 20% of the value of
the Fund's total assets, and the Fund will receive collateral consisting of
cash or U.S. Treasury securities which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by a Fund at any time upon specified
notice. Each Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds 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. A 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) -- Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes, and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) -- Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
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. 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 (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) -- E
ach of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. 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).
Page 18

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. 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.

BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds -- Investment
Considerations and Risks -- Bank Securities."

Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits 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.

COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).

FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) -- The
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.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
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 generally
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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds 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 mas-
Page 19

ter 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. Frequently, such obligations
are secured by letters of credit or other credit support arrangements
provided by banks. Changes in the credit quality of banks and other financial
institutions that provide such credit or liquidity enhancements to the Fund's
portfolio securities could cause losses to the Fund and affect its share
price. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. 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 otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.

STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds 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.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
- -- Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." 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 and, with respect to
Dreyfus Tax Exempt Cash Management, in Municipal Obligations the interest of
which gives rise to a preference item for the purpose of the alternative
minimum tax. If a 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. Under normal market conditions,
none of these Funds anticipate that more than 5% of the value of its total
assets will be invested in any one category of Taxable Investments.
ILLIQUID SECURITIES -- 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. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
Page 20

buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21

[This Page Intentionally Left Blank]
Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197ist
Page 23

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

COMBINED PROSPECTUS APRIL 1, 1997

DREYFUS CASH MANAGEMENT FUNDS
[ADMINISTRATIVE SHARES]
- -------------------------------------------------------------------------------

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS.
EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL
OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW
YORK CITY INCOME TAXES.

THE FUNDS ARE 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. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED
IN ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM ADMINISTRATIVE SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................... 3
Condensed Financial Information.................................. 4
Yield Information................................................ 7
Description of the Funds......................................... 7
Management of the Funds.......................................... 10
How to Buy Shares................................................ 11
Shareholder Services............................................. 13
How to Redeem Shares............................................. 13
Service Plan..................................................... 14
Dividends, Distributions and Taxes............................... 14
General Information.............................................. 16
Appendix......................................................... 18
Page 2
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
ADMINISTRATIVE
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .10%
Total Fund Operating Expenses.............................................. .30%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
ADMINISTRATIVE
SHARES
1 YEAR....................................... $ 3
3 YEARS...................................... $10
5 YEARS ..................................... $17
10 YEARS..................................... $38
</TABLE>
- -------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5%
ANNUAL RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
- -------------------------------------------------------------------------------

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Administrative
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Administrative Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the following expenses, which will be borne by the Fund: (i) the management
fee payable by the Fund monthly at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Administrative Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Funds,"
"How to Buy Shares" and "Service Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

Contained below for each Fund is per share operating performance data
for an Administrative Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.

DREYFUS CASH MANAGEMENT
-----------------------------
Period Ended
January 31, 1997(1)
---------------------
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
-----
TOTAL INVESTMENT RETURN............................................................. 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 3.74%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS CASH MANAGEMENT PLUS, INC.
---------------------------------------
Period Ended
January 31, 1997(1)
---------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.99%(2)
Net Assets, end of period (000's omitted)........................................... $199
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
---------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.17%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 5.15%(2)
Net Assets, end of period (000's omitted)........................................... $36,900
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.07%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.25%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY PRIME CASH MANAGEMENT
--------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.97%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.91%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
----------------------------------------------
Period Ended One Month Ended
December 31, 1996(1) January 31, 1997*
---------------------- -------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .0004 .003
----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.0004) (.003)
----- -----
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.38%(2) 3.30%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2) .30%(2)
Ratio of net investment income to average net assets............................. 3.73%(2) 3.64%(2)
Net Assets, end of period........................................................ $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.

DREYFUS TAX EXEMPT CASH MANAGEMENT
---------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
-----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2)
Ratio of net investment income to average net assets............................. 3.54%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2)
Ratio of net investment income to average net assets............................. 3.24%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of
initial offering) to January 31, 1997.
(2) Annualized.

</TABLE>
Page 6

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Administrative Shares. Both yield figures are based on
historical earnings and are not intended to indicate future performance. It
can be expected that these yields will fluctuate substantially. The yield for
Administrative Shares of the Fund refers to the income generated by an
investment in Administrative Shares of the Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly, but, when annualized, the income earned by an investment in
Administrative Shares of the Fund is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. A Fund's yield and effective yield for
Administrative Shares may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Funds."

As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.

Yield information is useful in reviewing the performance of a
Fund's Administrative Shares, but because yields will fluctuate, under
certain conditions such information may not provide a basis for comparison
with domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.

Comparative performance information may be used from time to time
in advertising or marketing Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.

The investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.

MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.

currently rating instruments of the type Dreyfus Cash Management, Dreyfus
Cash Management Plus, and each Tax Exempt Fund may purchase are Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"),
Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"),
IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net Asset Value"
in the Statement of Additional Information. There can be no assurance that
a Fund will be able to maintain a stable net asset value of $1.00 per share.

DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
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 and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix _ Investment Techniques." In addition, the Fund may lend portfolio
securities and enter into reverse repurchase agreements. See
"Appendix_Certain Portfolio Securities." During normal market conditions, the
Fund will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.

From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.

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, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."

Page 8

DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies
are identical to those Dreyfus Municipal Cash Management Plus, except that,
under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal,
New York State, and New York City income taxes (collectively, "New York
Municipal Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income tax and in Taxable Investments.

See "Investment Considerations and Risks _ Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes," and
"Appendix -- Certain Portfolio Securities."

BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
To the extent each of these Funds' 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. Each Fund, however, will seek to minimize
its exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.

Each of these Fund's may invest in securities issued by London
branches of domestic banks, and Dreyfus Cash Management Plus may invest
in securities issued by foreign subsidiaries or foreign branches of domestic
banks, domestic and foreign branches of foreign banks, and commercial paper
issued by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
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.

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 either of
these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.

INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Since Dreyfus New York Municipal Cash Management 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. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-1997. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.

NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company 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 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.

For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Administrative Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .10 of 1% of the value of the Fund's average daily net assets attributable
to Administrative Shares. No Fund will reimburse The Dreyfus Corporation for
any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Administrative 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 Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Administrative Shares for the accounts of their clients. Service Agents
may receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Page 11

Administrative Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.

Administrative 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 in the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its 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, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time, and (ii) as of 8:00 p.m., New York time/5:00 p.m.,
California time, on each day the New York Stock Exchange or, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, the New York Stock Exchange
or the Transfer Agent, is open for business. Net asset value per share of
each class of shares 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" in the Statement of Additional
Information.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares 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" in the Statement of Additional Information.

Page 12

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of any other Fund. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
Fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.

To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."

An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of a Fund, in Administrative
Shares of any other Fund if the investor is a shareholder in such Fund. The
amount an investor designates, which can be expressed either in terms of a
specific dollar or share amount, will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Administrative Shares at any
time and the shares will be redeemed at the next determined net asset value.

None of the Funds imposes charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

Each Fund ordinarily will make payment for all Administrative
Shares redeemed within seven days after receipt by Dreyfus Institutional
Services Division of a redemption request in proper form, except as provided
by the rules of the Securities and Exchange Commission.

not receive the dividend declared on that day. A redemption request effected
through an automated interface or trading system after 12:00 Noon, New York
time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds
of redemption, if wire transfer is requested, ordinarily will be transmitted
in Federal Funds on the next business day. A redemption request effected in
proper form after 8:00 p.m., New York time, will not be effective until the
following business day.

PROCEDURES

Investors may redeem Administrative Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.

If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Administrative Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Administrative Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Administrative Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.

SERVICE PLAN
Administrative Shares of each Fund are subject to a separate
Service Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each
Service Plan, the Fund (a) reimburses the Distributor for distributing
Administrative Shares and (b) pays The Dreyfus Corporation, Dreyfus Service
Corporation, a wholly-owned subsidiary of The Dreyfus Corporation, and any
affiliate of either of them (collectively, "Dreyfus") for advertising and
marketing Administrative Shares and for providing certain services relating to
shareholder accounts for Administrative Shares, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts
("Servicing"), at an aggregate annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares. Each
of the Distributor and Dreyfus may pay one or more Service Agents a fee in
respect of the Fund's Administrative Shares 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. Each of the Distributor and Dreyfus
determines the amounts, if any, to be paid to Service Agents under the
Service Plan and the basis on which such payments are made. Generally, the
Service Agent will provide holders of Administrative Shares a consolidated
statement. The fee payable for Servicing is intended to be a "service fee" as
defined in NASD Conduct Rules. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, or the New York Stock
Exchange only, as to each other Fund, is open for business. Administrative
Shares begin earning income dividends on the day the purchase order is
effective. The Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the prior business day. Dividends usually are paid
on the last calendar day of each month, and are automatically reinvested in
additional Administrative Shares at net asset value or, at the investor's
option, paid in cash. If an investor redeems all Administrative Shares in its
account at any time during the month, all dividends to which the investor is
entitled will be paid along with the proceeds of the redemption. An omnibus
accountholder may indi-
Page 14

cate 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, and such portion of the
accrued dividends will be paid to the accountholder along with the proceeds
of the redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Administrative Shares at
net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each class of shares
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a class will be
borne exclusively by such class.

Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
dividend paid by a Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains, if any, generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of
shares is a citizen or resident of the United States, regardless of how long
shareholders have held their shares and whether such distributions are
received in cash or reinvested in additional shares. The Code provides that
the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.

Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income taxes and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.

Page 15

The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.

Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.

GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4, 1986,
and December 27, 1988, respectively. Each of these Funds is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001
per share. Dreyfus Cash Management Plus was incorporated under Maryland law
on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Administrative Shares, however, will be entitled to
vote on matters submitted to shareholders pertaining to the Service Plan.

will call a meeting of shareholders for the purpose of electing Directors
if, at any time less than a majority of the Directors then holding office
have been elected by shareholders.

ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Administrative Shares should call
such institution directly.

APPENDIX
INVESTMENT TECHNIQUES

REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.

CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) -- Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) -- Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
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. 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.
Page 18

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds 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 amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. 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 otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." 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 and, with respect to
Dreyfus Tax Exempt Cash Management, Municipal Obligations the interest from
which gives rise to a preference item for the purpose of the alternative
minimum tax. 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. Under normal market conditions,
neither of these Funds anticipate that more than 5% of the value of its total
assets will be invested in any one category of Taxable Investments.
Page 20

ILLIQUID SECURITIES -- 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. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21

[This Page Intentionally Left Blank]
Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197adm
Page 23

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

COMBINED PROSPECTUS APRIL 1, 1997

DREYFUS CASH MANAGEMENT FUNDS
[INVESTOR SHARES]
- -------------------------------------------------------------------------------

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS.
EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL
OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.

THE FUNDS ARE 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. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN
INVEST, REINVEST OR REDEEM INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR
PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUNDS
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO
OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE
ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................. 3
Condensed Financial Information................................ 4
Yield Information.............................................. 7
Description of the Funds....................................... 7
Management of the Funds........................................ 10
How to Buy Shares.............................................. 11
Shareholder Services........................................... 13
How to Redeem Shares........................................... 13
Service Plan................................................... 14
Dividends, Distributions and Taxes............................. 14
General Information............................................ 16
Appendix....................................................... 18
Page 2
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INVESTOR
SHARES
<C> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .25%
Total Fund Operating Expenses.............................................. .45%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INVESTOR
SHARES
1 YEAR....................................... $ 5
3 YEARS...................................... $14
5 YEARS ..................................... $25
10 YEARS..................................... $57
</TABLE>
- -------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A
5% ANNUAL RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
- -------------------------------------------------------------------------------

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Investor Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Investor Shares, unless The Dreyfus Corporation gives Fund investors at least
90 days' notice to the contrary, The Dreyfus Corporation, and not the Fund,
will be liable for all Fund expenses (exclusive of taxes, brokerage, interest
on borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the value of the Fund's
average daily net assets and (ii) payments made pursuant to the Fund's
Service Plan at the annual rate of .25 of 1% of the value of the Fund's
average daily net assets attributable to Investor Shares. Institutions and
certain Service Agents (as defined below) effecting transactions in Investor
Shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Funds," "How to Buy Shares" and
"Service Plan."

Page 3

CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, report of independent auditors for each Fund accompany the Statement
of Additional Information, available upon request.

FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Investor Share outstanding, total investment return, ratios to average
net assets and other supplemental data for each period indicated. This
information has been derived from the relevant Fund's financial statements.

DREYFUS CASH MANAGEMENT
---------------------------------------------------
YEAR ENDED JANUARY 31,
---------------------------------------------------
1994(1) 1995 1996 1997
-------------- -------- ------- ---------
PER SHARE DATA:
<C> <C> <C> <C> <C> <C>
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------------- -------- ------- ---------
INVESTMENT OPERATIONS:
Investment income-net............................................ .002 .040 .056 .050
-------------- -------- ------- ---------
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.040) (.056) (.050)
-------------- -------- ------- ---------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
============== ======== ======= =========
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 4.03% 5.76% 5.13%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 2.83%(2) 3.94% 5.54% 5.02%
Net Assets, end of year (000's omitted).......................... $52,272 $85,334 $430,302 $580,582
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.

DREYFUS CASH MANAGEMENT PLUS, INC.
------------------------------------------------------
FOUR MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31,
--------------------------------- ------------------
1994(1) 1995 1996 1997*
------------ ------- ---------- ------------------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
Investment Operations:
Investment income-net............................................ .025 .055 .052 .017
------ ------ ------ -------
Distributions:
Dividends from investment income-net............................. (.025) (.055) (.052) (.017)
------ ------ ------ -------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
====== ====== ====== =======
TOTAL INVESTMENT RETURN............................................ 3.61%(2) 5.61% 5.33% 5.10%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets............. 4.00%(2) 5.66% 5.19% 5.07%(2)
Net Assets, end of year (000's omitted).......................... $6,087 $352,499 $629,251 $781,920
(1) From January 24, 1994 (commencement of initial offering) to September 30, 1994.
(2) Annualized.
* The Fund has changed its fiscal year end from September 30 to January 31. The information provided is from October 1,1996
through January 31, 1997.

Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
---------------------------------------------
YEAR ENDED JANUARY 31,
---------------------------------------------
1994(1) 1995 1996 1997
-------- ----- ----- -----
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................ .002 .039 .056 .050
-------- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.039) (.056) (.050)
-------- ----- ----- -----
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 3.95% 5.75% 5.12%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 2.83%(2) 4.22% 5.49% 5.01%
Net Assets, end of year (000's omitted).......................... $15,097 $39,704 $451,665 $547,460
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.

DREYFUS TREASURY CASH MANAGEMENT
-----------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
--------------------------------- ------------------
1994(1) 1995 1996 1997*
-------- ------ ------ --------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ------ ------ --------
Investment Operations:
Investment income_net ........................................... .018 .050 .051 .025
Distributions:
Dividends from investment income-net............................. (.018) (.050) (.051) (.025)
-------- ------ ------ --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ====== ====== ========
TOTAL INVESTMENT RETURN............................................ 3.22%(2) 5.08% 5.25% 4.96%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets............. 3.33%(2) 5.24% 5.05% 4.89%(2)
Net Assets, end of year (000's omitted).......................... $20,610 $39,047 $237,566 $330,415

(1)From January 10, 1994 (commencement of initial offering) to July 31, 1994.
(2)Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31. The information provided is from August 1,1996 through
January 31, 1997.

DREYFUS TREASURY PRIME CASH MANAGEMENT
-----------------------------------------------------
ELEVEN MONTHS ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31,
------------------------------- --------------------
1994(1) 1995 1996 1997*
-------- ------ ------ --------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ------ ------ --------
Investment Operations:
Investment income-net............................................ .004 .041 .053 .044
-------- ------ ------ --------
Distributions:
Dividends from investment income-net............................. (.004) (.041) (.053) (.044)
-------- ------ ------ --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ====== ====== ========
TOTAL INVESTMENT RETURN............................................ 2.77%(2) 4.13% 5.39% 4.88%(2)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets............. 2.78%(2) 4.26% 5.21% 4.80%(2)
Net Assets, end of year (000's omitted).......................... $53,916 $122,524 $255,618 $358,018
(1) From January 10, 1994 (commencement of initial offering) to February 28, 1994.
(2) Annualized.
*The Fund has changed its fiscal year end from the last day of February to January 31. The information provided is from
March 1,1996 through January 31, 1997.

Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
-------------------------------------------------------------
ONE MONTH ENDED
YEAR ENDED DECEMBER 31, JANUARY 31,
---------------------------------------- ------------------
1993(1) 1994 1995 1996 1997*
--------- ------ ------ -------- --------
PER SHARE DATA:
Net asset value, beginning of year...................... $1.00 $1.00 $1.00 $1.00 $1.00
--------- ------ ------ -------- --------
INVESTMENT OPERATIONS:
Investment income-net................................... .005 .025 .035 .031 .003
--------- ------ ------ -------- --------
DISTRIBUTIONS:
Dividends from investment income-net.................... (.005) (.025) (.035) (.031) (.003)
--------- ------ ------ -------- --------
Net asset value, end of year............................ $1.00 $1.00 $1.00 $1.00 $1.00
========= ====== ====== ======== ========
TOTAL INVESTMENT RETURN................................... 2.12%(2) 2.51% 3.60% 3.18% 3.18%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................. .45%(2) .45% .45% .45% .45%(2)
Ratio of net investment income to
average net assets...................................... 2.14%(2) 2.43% 3.51% 3.14% 3.13%(2)
Net Assets, end of year (000's omitted)................. $1 $1,410 $22,817 $45,828 $66,672
(1) From September 30, 1993 (commencement of initial offering) to December 31, 1993.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.

DREYFUS TAX EXEMPT CASH MANAGEMENT
--------------------------------------------
YEAR ENDED JANUARY 31,
--------------------------------------------
1994(1) 1995 1996 1997
----- ---- ---- ----
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
----- ---- ---- ----
INVESTMENT OPERATIONS:
Investment income-net............................................ .001 .025 .034 .030
----- ---- ---- ----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.001) (.025) (.034) (.030)
----- ---- ---- ----
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
===== ==== ==== ====
TOTAL INVESTMENT RETURN............................................ 1.83%(2) 2.57% 3.46% 3.05%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 1.87%(2) 2.74% 3.39% 2.98%
Net Assets, end of year (000's omitted).......................... $1 $47,427 $79,813 $44,431
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
--------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------- -----------------

PER SHARE DATA: 1994(1) 1995 1996 1997*
--------- ------- ------- ---------
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
--------- ------- ------- ---------
Investment Operations:
Investment income_net ........................................... .011 .032 .031 .015
Distributions:
Dividends from investment income-net............................. (.011) (.032) .031 (.015)
--------- ------- ------- ---------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
========= ======= ======= =========
TOTAL INVESTMENT RETURN ........................................... 2.02%(2) 3.20% 3.18% 3.04%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets ............ 2.12%(2) 2.81% 3.09% 3.03%(2)
Net Assets, end of year (000's omitted).......................... $53,324 $6,023 $14,317 $8,398
(1) From January 18, 1994 (commencement of initial offering) to July 31, 1994.
(2) Annualized.
* The Fund has changed its fiscal year end from July 31 to January 31. The
information provided is from August 1, 1996 through January 31, 1997.

</TABLE>
Page 6

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Investor Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield for Investor Shares of
the Fund refers to the income generated by an investment in Investor Shares
of the Fund over a seven-day period (which period will be stated in the
advertisement). This income is then annualized. That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in Investor Shares of the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. A Fund's
yield and effective yield for Investor Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."

Yield information is useful in reviewing the performance of a Fund's
Investor Shares, but because yields will fluctuate, under certain conditions
such information may not provide a basis for comparison with domestic bank
deposits, other investments which pay a fixed yield for a stated period of
time, or other investment companies which may use a different method of
computing yield.

INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.

Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "Appendix" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement
of Additional Information. There can be no assurance that a Fund will be able
to maintain a stable net asset value of $1.00 per share.

From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.

in Municipal Obligations the interest from which gives rise to a preference
item for the purpose of the alternative minimum tax and, except for temporary
defensive purposes, in other investments subject to Federal income tax.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations").The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which New York State and New York City income tax, and
in Taxable Investments.

See "Investment Considerations and Risks _ Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes," and
"Appendix -- Certain Portfolio Securities."

should consult their tax advisers concerning the effect of these provisions
on an investment in either of these Funds. 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 these
Funds so as to adversely affect Fund shareholders, each 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 Funds would treat such security as a permissible Taxable Investment
within the applicable limits set forth herein.

INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Since Dreyfus New York Municipal Cash Management 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. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1995-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years.Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.

MANAGEMENT OF THE FUNDS

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
the Fund, subject to the authority of the Fund's Board, and in accordance
with Maryland law, with respect to Dreyfus Cash Management Plus, and in
accordance with Massachusetts law, with respect to each other Fund.

range of financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1996, including approximately $86
billion in proprietary mutual fund assets. As of December 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.046 trillion in
assets, including approximately $57 billion in mutual fund assets.

For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20
of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of
the value of the Fund's average daily net assets attributable to Investor
Shares. No Fund will reimburse The Dreyfus Corporation for any amounts it may
bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Investor 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 Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Investor Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Investor Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Page 11

Investor Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made
in U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.

Investor 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 in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its 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, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time and (ii) as of 8:00 p.m. New York time/5:00 p.m. California
time, on each day the New York Stock Exchange or, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus only, the New York Stock Exchange
or the Transfer Agent, is open for business. Net asset value per share of
each class of shares 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" in the Statement of Additional
Information.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares 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" in the Statement of Additional Information.

Page 12

SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of any other Fund or of Dreyfus Institutional
Short Term Treasury Fund, which has different investment objectives and
management policies that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.

To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares _ Procedures." Before an
exchange into Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
although each Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."

An investor who wishes to redeem Investor Shares and purchase shares
of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Investor Shares of a Fund, in Investor Shares of any
other Fund or of Dreyfus Institutional Short Term Treasury Fund, if the
investor is a shareholder in such fund. The amount an investor designates,
which can be expressed either in terms of a specific dollar or share amount,
will be exchanged automatically on the first and/or fifteenth of the month
according to the schedule that the investor has selected. Shares will be
exchanged at the then-current net asset value. The right to exercise this
Privilege may be modified or cancelled by the Fund or the Transfer Agent. An
investor may modify or cancel the exercise of this Privilege at any time by
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. Each Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege and the funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.

None of the Funds imposes charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a fee for
effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

Each Fund ordinarily will make payment for all Investor Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.

Page 13

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian (The Bank of New
York) in New York by 12:00 Noon, New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. A redemption request effected through an automated
interface or trading system after 12:00 Noon, New York time, but prior to
8:00 p.m., New York time, will be effective on that day, the shares will
receive the dividend declared on that day, and the proceeds of redemption, if
wire transfer is requested, ordinarily will be transmitted in Federal Funds
on the next business day. A redemption request effected in proper form after
8:00 p.m., New York time, will not be effective until the following business
day.

Investors may redeem Investor Shares by wire or telephone, or through
a compatible automated interface or trading system, as described below.

If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Investor Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Investor Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.

SERVICE PLAN

Investor Shares of each Fund are subject to a separate Service Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service Plan,
the Fund (a) reimburses the Distributor for distributing Investor Shares and
(b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Investor Shares and
for providing certain services relating to Investor Shares 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 ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the Fund's average daily net assets
attributable to Investor Shares. Each of the Distributor and Dreyfus may pay
one or more Service Agents a fee in respect of the Fund's Investor Shares
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.
Each of the Distributor and Dreyfus determines the amounts, if any, to be
paid to Service Agents under the Service Plan and the basis on which such
payments are made. Generally, the Service Agent will provide holders of
Investor Shares a consolidated statement and checkwriting privileges. The fee
payable for Servicing is intended to be a "service fee" as defined in the
NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

redeems all Investor Shares in its account at any time during the
month, all dividends to which the investor is entitled will be paid along
with the proceeds of the redemption. An omnibus accountholder may 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, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions in
cash or to reinvest in additional Investor Shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each class of shares will be calculated at the
same time and in the same manner and will be in the same amount, except that
the expenses attributable solely to a class will be borne exclusively by
such class.

Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Cash Management Plus and Dreyfus Tax Exempt Cash
Management may be subject to state and local taxes. Although all or a
substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.

Page 15
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.

Management believes that each Fund has qualified for the fiscal year
ended January 31, 1997, 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. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.

Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION

Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust, and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Investor Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.

ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) -- Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each, of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each 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's 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 a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Trustees.

Page 16

ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Investor Shares should call
such institution directly.

APPENDIX
INVESTMENT TECHNIQUES

FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds 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. A 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) -- Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) -- Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
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. 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.
Page 18

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) --
Each of these Funds may enter into repurchase agreements with certain banks
or non-bank dealers. 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. 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.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches (such
as London branches) of domestic banks, and domestic and foreign branches of
foreign banks, each Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Funds -- Investment Considerations and Risks -- Bank Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits 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.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
- -- Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." 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 and, with respect to
Dreyfus Tax Exempt Cash Management, Municipal Obligations the interest from
which gives rise to a preference item for the purpose of the alternative
minimum tax. If a 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. Under normal market conditions,
none of these Funds anticipate that not more than 5% of the value of its
total assets will be invested in any one category of Taxable Investments.
Page 20

[This Page Intentionally left Blank]
Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197inv
Page 23

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

COMBINED PROSPECTUS APRIL 1, 1997

DREYFUS CASH MANAGEMENT FUNDS
[PARTICIPANT SHARES]
- -------------------------------------------------------------------------------

THE FUNDS ARE 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. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN
ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM PARTICIPANT SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses............................ 3
Condensed Financial Information........................... 4
Yield Information......................................... 7
Description of the Funds.................................. 7
Management of the Funds................................... 10
How to Buy Shares......................................... 11
Shareholder Services...................................... 13
How to Redeem Shares...................................... 13
Service Plan.............................................. 14
Dividends, Distributions and Taxes........................ 14
General Information....................................... 16
Appendix.................................................. 18
Page 2
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)

PARTICIPANT
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .40%
Total Fund Operating Expenses.............................................. .60%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>
- -------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- -------------------------------------------------------------------------------

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Participant Shares, unless The Dreyfus Corporation gives Fund investors at
least 90 days' notice to the contrary, The Dreyfus Corporation, and not the
Fund, will be liable for all Fund expenses (exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the necessary
state securities commissions) extraordinary expenses) other than the
following expenses, which will be borne by the Fund: (i) the management fee
payable by the Fund monthly at the annual rate of .20 of 1% of the value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .40 of 1% of the value of the
Fund's average daily net assets attributable to Participant Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Participant Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Funds,"
"How to Buy Shares" and "Service Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund, accompany the
Statement of Additional Information, available upon request.

FINANCIAL HIGHLIGHTS

Contained below for each Fund is per share operating performance data
for a Participant Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.

DREYFUS CASH MANAGEMENT
--------------------------------
Period Ended
January 31, 1997(1)
---------------------
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.92%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 3.84%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS CASH MANAGEMENT PLUS, INC.
---------------------------------------
Period Ended
January 31, 1997(1)
---------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.92%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.78%(2)
Net Assets, end of period (000's omitted)........................................... $472
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .001
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.001)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.87%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.85%(2)
Net Assets, end of period (000's omitted)........................................... $218
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .009
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.009)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.77%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.20%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY PRIME
CASH MANAGEMENT
------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .009
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.009)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.66%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.70%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
---------------------------------------------
Period Ended One Month Ended
December 31, 1996(1) January 31, 1997*
-------------------- --------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .004 .003
----- -----

DISTRIBUTIONS:
Dividends from investment income-net............................................. (.004) (.003)
----- -----
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.12%(2) 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2) .60%(2)
Ratio of net investment income to average net assets............................. 3.55%(2) 3.17%(2)
Net Assets, end of period........................................................ $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.

DREYFUS TAX EXEMPT CASH MANAGEMENT
---------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
-----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
======
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2)
Ratio of net investment income to average net assets............................. 3.29%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
-----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2)
Ratio of net investment income to average net assets............................. 2.88%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

</TABLE>
Page 6

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Participant Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Participant Shares of the Fund refers to the income generated by an
investment in Participant Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Participant
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Participant
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."

As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.

Yield information is useful in reviewing the performance of a
Fund's Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.

Comparative performance information may be used from time to time
in advertising or marketing Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.

DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY
FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions
have agreed to transmit copies of this Prospectus and all relevant Fund
materials, including proxy materials, to each individual or entity for whose
account the institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE

The investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.

MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.

rating instruments of the type Dreyfus Cash Management, Dreyfus Cash
Management Plus, and each Tax Exempt Fund may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "Appendix" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement
of Additional Information. There can be no assurance that a Fund will be
able to maintain a stable net asset value of $1.00 per share.

DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
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 and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix_Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.

From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities_Taxable Investments."

Page 8

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income tax, and in Taxable Investments.

See "Investment Considerations and Risks_Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes" and
"Appendix_Certain Portfolio Securities."

BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
To the extent each of these Funds 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. Each Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.

Each of these Funds may invest in securities issued by London
branches of domestic banks, and Dreyfus Cash Management Plus may invest in
securities issued by foreign subsidiaries or foreign branches of domestic
banks, domestic and foreign branches of foreign banks, and commercial paper
issued by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
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.

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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.

INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Since Dreyfus New York Municipal Cash Management 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. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years.Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.

MANAGEMENT OF THE FUNDS

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board, in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.

For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Participant Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .40 of 1% of the value of the Fund's average daily net assets attributable
to Participant Shares. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant 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 Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Participant Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Page 11

Participant Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.

Participant 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 in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its 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, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time, and (ii) as of 8:00 p.m., New York time/5:00 p.m.,
California time, on each day the New York Stock Exchange or, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, the New York Stock
Exchange or the Transfer Agent, is open for business. Net asset value per
share of each class of shares 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" in the Statement of Additional
Information.

Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders effected in proper form between 5:00 p.m. and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares 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" in the Statement of Additional Information.

Page 12

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of any other Fund. Upon an exchange into
a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
Fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.

An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Participant Shares of a Fund, in Participant Shares
of any other Fund, if the investor is a shareholder in such Fund. The amount
an investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.

None of these Funds imposes charges when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

Each Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.

receive the dividend declared on that day. A redemption request effected
through an automated interface or trading system after 12:00 Noon, New York
time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds
of redemption, if wire transfer is requested, ordinarily will be transmitted
in Federal Funds on the next business day. A redemption request in proper
form effected after 8:00 p.m., New York time, will not be effective until the
following business day.

PROCEDURES

Investors may redeem Participant Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.

If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.

REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes available
to institutions the ability to redeem shares through a compatible automated
interface or trading system. Investors desiring to redeem shares in this
manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether their
automated facilities are compatible and to receive instructions for redeeming
Participant Shares in this manner.

SERVICE PLAN

Participant Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service
Plan, the Fund (a) reimburses the Distributor for distributing Participant
Shares and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and marketing
Participant Shares and for providing certain services relating to shareholder
accounts for Participant Shares, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the Fund's average daily
net assets attributable to Participant Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Participant Shares 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. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, the Service Agent will provide
holders of Participant Shares a consolidated statement, checkwriting
privileges, automated teller machine access, and bill paying services. The
fee payable for Servicing is intended to be a "service fee" as defined in the
NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

tholder who has redeemed all shares in his or her account, and such
portion of the accrued dividends will be paid to the accountholder along with
the proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions in
cash or to reinvest in additional Participant Shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each class of shares will be calculated at the
same time and in the same manner and will be in the same amount, except that
the expenses attributable solely to a class will be borne exclusively by such
class.

Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.

Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may notify
the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.

Management believes that each Fund has qualified for the fiscal
year ended January 31, 1997, 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. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.

Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION

Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4, 1986
and December 27, 1988, respectively. Each of these Funds is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001
per share. Dreyfus Cash Management Plus was incorporated under Maryland law
on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Participant Shares, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.

ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) -- Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each 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's 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 a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Trustees.

ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Participant Shares should call
such institution directly.

APPENDIX
INVESTMENT TECHNIQUES

BORROWING MONEY -- Each Fund may borrow money from banks, but only 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 borrowings exceed 5% of a
value of a Fund's total assets, the Fund will not make any additional
investments.

LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) -- Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 20% of the value of
the Fund's total assets, and the Fund will receive collateral consisting of
cash or U.S. Treasury securities which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by a Fund at any time upon specified
notice. Each Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS)-- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds 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. A 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) -- Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less; Treasury
Notes have initial maturities of one to ten years; and Treasury Bonds
generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) -- Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
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. 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 (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) -- E
ach of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. 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 repur-
Page 18

chase 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. 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.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds -- Investment
Considerations and Risks -- Bank Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits 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.

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. Frequently, such obligations are secured by letters of
credit or other credit support arrangements provided by banks. Changes in the
credit quality of banks and other financial institutions that provide such
credit or liquidity enhancements to the Fund's portfolio securities could
cause losses to the Fund and affect its share price. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. 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 otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
- -- Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." 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 and, with respect to
Dreyfus Tax Exempt Cash Management, Municipal Obligations the interest from
which gives rise to a preference item for the purpose of the alternative
minimum tax. 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. Under normal market conditions,
neither of these Funds anticipate that more than 5% of the value of its total
assets will be invested in any one category of Taxable Investments.
ILLIQUID SECURITIES -- 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. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
Page 20

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Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197par
Page 23

DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)

APRIL 1, 1997

(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES)

This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with the
current Prospectus for each class of shares of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Treasury Cash Management, Dreyfus Treasury Prime Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management and Dreyfus New York Municipal Cash Management (each, a
"Fund" and collectively, the "Funds"), each dated April 1, 1997, as
each may be revised from time to time. To obtain a copy of the
Prospectus for a class of shares of a Fund, please write to the Fund at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the
case of institutional investors, call the following numbers:

Outside New York State -- Call Toll Free 1-800-346-3621
In New York State -- Call 1-718-895-1650

Individuals or entities for whom institutions may purchase or
redeem Fund shares may write to a Fund at the above address or call
toll free 1-800-554-4611 to obtain a copy of a Fund Prospectus.

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

Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.

Each Fund is a separate entity with a separate portfolio. The
operations and investment results of one Fund are unrelated to those of
each other Fund. This combined Statement of Additional Information has
been provided for investors' convenience to provide investors the
opportunity to consider several investment choices in one document.

TABLE OF CONTENTS

Page

Investment Objective and Management Policies B-3
Management of the Funds B-20
Management Agreements B-25
How to Buy Shares B-28
Service Plans B-28
Shareholder Services Plans B-31
How to Redeem Shares B-32
Determination of Net Asset Value B-33
Shareholder Services B-34
Dividends, Distributions and Taxes B-35
Portfolio Transactions B-35
Yield Information B-36
Information About the Funds B-39
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors B-39
Appendix A B-41
Appendix B B-43
Appendix C B-47
Appendix D B-60
Financial Statements and Reports of Independent Auditors B-65

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The following information supplements and should be read in
conjunction with the sections of each Prospectus entitled "Description
of the Funds" and "Appendix."

Portfolio Securities

U.S. Government Securities. (Dreyfus Cash Management, Dreyfus
Cash Management Plus, and Dreyfus Government Cash Management)
Securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities include U.S. Treasury securities, which 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
U.S. Treasury; others by the right of the issuer to borrow from the
U.S. 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 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.

Bank Securities. (Dreyfus Cash Management and Dreyfus Cash
Management Plus) Certificates of deposit are negotiable certificates
representing the obligation of a bank to repay funds deposited with it
for a specified period of time. Time deposits 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 of the drawer to pay the
face amount of the instrument upon maturity. Other short-term
obligations may include uninsured, direct obligations bearing fixed,
floating or variable interest rates.

Each Fund may invest in time deposits and certificates of deposit
("CDs") issued by domestic banks having total assets in excess of $1
billion or by London branches of such domestic banks, and with respect
to Dreyfus Cash Management Plus, Inc. only, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of
foreign banks. Each Fund also is authorized to purchase CDs issued by
banks, savings and loan associations and similar institutions with less
than $1 billion in assets, the deposits of which are insured by the
Federal Deposit Insurance Corporation ("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 would not
own more than one such CD per such issuer.

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 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 Fund are
insured by the FDIC (although such insurance may not be of material
benefit to the Fund, depending on 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. As a result of
Federal and state laws and regulations, domestic branches of domestic
banks whose CDs may be purchased by the Fund generally, among other
things, are required to maintain specified levels of reserves and are
subject to other supervision and regulation designed to promote
financial soundness. However, not all of such laws and regulations
apply to the foreign branches of domestic banks.

CDs held by the Fund, other than those issued by banks with less
than $1 billion in assets as described above, do not benefit
materially, and time deposits do not benefit at all, from insurance
from the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the FDIC.

Obligations of foreign branches and foreign subsidiaries of
domestic banks, and domestic and foreign branches of foreign banks,
such as CDs and time deposits ("TDs"), 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. Foreign branches and subsidiaries are not necessarily subject
to the same or similar regulatory requirements that 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 or 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 or may
not 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 and 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 or foreign subsidiaries of
domestic banks, or by foreign branches or domestic branches of foreign
banks, the Manager carefully evaluates such investments on a
case-by-case basis.

Repurchase Agreements. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, Dreyfus Government Cash Management, and Dreyfus
Treasury Cash Management) 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. Each Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated account,
securities acquired by such Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund. In an attempt to reduce
the risk of incurring a loss on a repurchase agreement, each of these
Funds 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 such Fund may invest,
and will require that additional securities be deposited with it if the
value of the securities purchased should decrease below resale price.
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 a Fund's ability to dispose of the
underlying securities.

Municipal Obligations. (Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management, and Dreyfus New York Municipal Cash
Management (the "Tax Exempt Funds")) The average distribution of
investments (at value) in Municipal Obligations by ratings as of
January 31, 1997, computed on a monthly basis, were as follows:

<TABLE>
<CAPTION>
Percentage of Value
Dreyfus
Municipal
Fitch Investors Moody's Investors Standard & Poor's Cash Dreyfus Dreyfus New York
Service, L.P. Service, Inc. Ratings Group Management Tax Exempt Municipal
("Fitch") or ("Moody's") or ("S&P") Plus Cash Management Cash Management
<S> <C> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, 96.7% 95.4% 93.7%
P-1 A-1+/1-A
F-2 VMIG 2/MIG 2, P2 SP-2, A2 - 2.0% -
AAA/AA Aaa/Aa AAA/AA - 1.1% 1.6%
Not Rated Not Rated Not Rated 3.3%* 1.5% 4.7%*
100% 100% 100%

</TABLE>

_______________________________
* Included in the Not Rated category are securities comprising 3.3%,
1.5% and 4.7% of the market value of Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus
New York Municipal Cash Management, respectively, which, while not
rated, have been determined by the Manager to be comparable quality
to securities in the VMIG 1/MIG 1 or SP-1+/SP-1 rating categories.

The term "Municipal Obligations" generally includes debt
obligations issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Other public purposes for
which Municipal Obligations may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and lending
such funds to other public institutions and facilities. In addition,
certain types of industrial development bonds are issued by or on
behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking
facilities, air or water pollution control facilities and certain local
facilities for water supply, gas, electricity, or sewage or solid waste
disposal; the interest paid on such obligations may be exempt from
Federal income tax, although current tax laws place substantial
limitations on the size of such issues. Such obligations are
considered to be Municipal Obligations if the interest paid thereon
qualifies as exempt from Federal income tax in the opinion of bond
counsel to the issuer. There are, of course, variations in the
security of Municipal Obligations, both within a particular
classification and between classifications.

Floating and variable rate demand notes and bonds 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. The issuer of such obligations
ordinarily has a corresponding right, after a given period, to prepay
in its discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified number of days' notice to the
holders thereof. The interest rate on a floating rate demand
obligation is based on a known lending rate, such as a bank's prime
rate, and is adjusted automatically each time such rate is adjusted.
The interest rate on a variable rate demand obligation is adjusted
automatically at specified intervals.

For the purpose of diversification under the Investment Company
Act of 1940, as amended (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. The imposition of the management fee and the fees paid under
each Fund's Service Plan with respect to Administrative Shares,
Investor Shares and Participant Shares, will have the effect of
reducing the yield to investors.

Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality
for which the municipality's taxing power is pledged, a lease
obligation ordinarily is backed by the municipality's covenant to
budget for, appropriate and make the payments due under the lease
obligation. However, certain lease obligations contain "non-
appropriation" clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in future
years unless money is appropriated for such purpose on a yearly basis.
Although "non-appropriation" lease obligations are secured by the
leased property, disposition of the property in the event of
foreclosure might prove difficult. Each Tax Exempt Fund will seek to
minimize these risks by investing only in those lease obligations that
(1) are rated in one of the two highest categories for debt obligations
by at least two nationally recognized statistical rating organizations
(or one rating organization if the lease obligation was rated by only
one such organization) or (2) if unrated, are purchased principally
from the issuer or domestic banks or other responsible third parties,
in each case only if the seller shall have entered into an agreement
with the Fund providing that the seller or other responsible third
party will either remarket or repurchase the municipal lease within a
short period after demand by the Fund. The staff of the Securities and
Exchange Commission currently considers certain lease obligations to be
illiquid. Accordingly, no Fund will invest more than 10% of the value
of its net assets in lease obligations that are illiquid and in other
illiquid securities.

Ratings of Municipal Obligations. (Tax Exempt Funds) If,
subsequent to its purchase by a Tax Exempt 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 may
change as a result of changes in such organizations or their rating
systems, each Tax Exempt Fund will attempt to use comparable ratings as
standards for its investments in accordance with the investment
policies contained in the Funds' Combined Prospectuses and this
Statement of Additional Information. The ratings of Moody's, S&P and
Fitch 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 based upon financial and other available information.

Taxable Investments (Tax Exempt Funds) The taxable investments in
which Tax Exempt Funds may invest include U.S. Government securities,
commercial paper, certificates of deposit, time deposits, bankers
acceptances and repurchase agreements. Commercial paper consists of
short-term, unsecured promissory notes issued to finance short-term
credit needs. See also "U.S. Government Securities," "Bank
Securities," and "Repurchase Agreements" above. The bank obligations
which may be purchased by the Tax Exempt Funds include those issued by
other foreign branches of domestic banks in addition to London
branches.

Illiquid Securities. (All Funds) Where a substantial market of
qualified institutional buyers develops for certain restricted
securities purchased by a Fund pursuant to Rule 144A under the
Securities Act of 1933, as amended, such Fund intends to treat such
securities as liquid securities in accordance with procedures approved
by the Fund's Board. Because it is not possible to predict with
assurance how the market for restricted securities pursuant to Rule
144A will develop, each Fund's Board has directed the Manager to
monitor carefully the Fund's investments in such securities with
particular regard to trading activity, availability of reliable price
information and other relevant information. To the extent that, for a
period of time, qualified institutional buyers cease purchasing
restricted securities pursuant to Rule 144A, a Fund's investing in such
securities may have the effect of increasing the level of illiquidity
in the Fund's portfolio during such period.

Management Policies

Lending Portfolio Securities. (Dreyfus Cash Management Plus and
Dreyfus Government Cash Management) In connection with its securities
lending practices, the Fund may return to the borrower or a third party
which is unaffiliated with the Fund, and which is acting as a "placing
broker," a part of the interest earned from the investment of
collateral received for securities loaned.

The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are
loaned: (1) the Fund must receive at least 100% cash collateral from
the borrower; (2) the borrower must increase such collateral whenever
the market value of the securities rises above the level of such
collateral; (3) the Fund must be able to terminate the loan at any
time; (4) the Fund must receive reasonable interest on the loan, as
well as any interest or other distributions payable on the loaned
securities, and any increase in market value; and (5) the Fund may pay
only reasonable custodian fees in connection with the loan.

Reverse Repurchase Agreements. (Dreyfus Cash Management Plus) To
the extent the Fund enters into a reverse repurchase agreement, the
Fund will maintain in a segregated custodial account permissible liquid
assets at least equal to the aggregate amount of its reverse repurchase
obligations, plus accrued interest, in certain cases, in accordance
with releases promulgated by the Securities and Exchange Commission.
The Securities and Exchange Commission views reverse repurchase
transactions as collateralized borrowings by the Fund, and pursuant to
the 1940 Act, the Fund must maintain continuous asset coverage (that
is, total assets including borrowings, less liabilities exclusive of
borrowings) of 300% of the amount borrowed. If the required coverage
should decline as a result of market fluctuations or other reasons, the
Fund may be required to sell some of its portfolio securities within
three days to reduce the amount of its borrowings and restore the 300%
asset coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time.

Forward Commitments. (Tax Exempt Funds) Tax Exempt Funds
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 when-issued basis may expose the 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 when-issued basis when the 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

Investing in New York Municipal Obligations. (Dreyfus New York
Municipal Cash Management) Each investor should consider carefully the
special risks inherent in investing in New York Municipal Obligations
by the Fund. These risks result from the financial condition of New
York State and certain of its public bodies and municipalities,
including New York City. Beginning in early 1975, New York State, New
York City and other State entities faced serious financial difficulties
which jeopardized the credit standing and impaired the borrowing
abilities of such entities and contributed to high interest rates on,
and lower market prices for, debt obligations issued by them. A
recurrence of such financial difficulties or a failure of certain
financial recovery programs could result in defaults or declines in the
market values of various New York Municipal Obligations in which the
Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City
agency, or a State municipality, the market value and marketability of
outstanding New York Municipal Obligations in the Fund's portfolio and
the interest income to the Fund could be adversely affected. Moreover,
the national recession and the significant slowdown in the New York and
regional economies in the early 1990s added substantial uncertainty to
estimates of the State's tax revenues, which, in part, caused the State
to incur cash-basis operating deficits in the General Fund and issue
deficit notes during the fiscal periods 1989 through 1992. New York
State's financial operations have improved, however, during recent
fiscal years. For its fiscal periods 1993 through 1996, the State
recorded balanced budgets on a cash basis, with substantial fund
balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. As of January 1997, New
York State projected an operating surplus in the General Fund for
fiscal 1996-97. There can be no assurance that New York will not face
substantial potential budget gaps in future years. Investors should
review "Appendix C" which more fully sets forth these and other risk
factors.

Investment Restrictions

Dreyfus Cash Management. Dreyfus Cash Management has adopted
investment restrictions numbered 1 through 11 as fundamental policies
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.
Investment restrictions numbered 12 and 13 are not fundamental policies
and may be changed by vote of a majority of the Fund's Board members at
any time. Dreyfus Cash Management 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 or combinations
thereof.

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 Prospectus.

8. 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's
total assets may be invested 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.

9. 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. Notwithstanding
the foregoing, for temporary defensive purposes the Fund may invest
less than 25% of its assets in bank obligations.

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

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

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

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.

* * * *

Dreyfus Cash Management Plus, Inc. Dreyfus Cash Management Plus,
Inc. has adopted the investment restrictions numbered 1 through 11 as
fundamental policies, 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. Investment restrictions numbered 12 and 13
are not fundamental policies and may be changed by vote of a majority
of the Fund's Board members at any time. Dreyfus Cash Management Plus,
Inc. 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 (i) 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 and (ii) in connection with
the entry into reverse repurchase agreements to the extent described in
the Fund's Prospectus. While borrowings described in clause (i) 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 or combinations
thereof.

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 Prospectus and except that the Fund may
lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets. Any loans of portfolio securities will be
made according to guidelines established by the Securities and Exchange
Commission and the Fund's Directors.

9. Invest less than 25% of its total assets in securities issued
by banks or invest more than 25% 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. Notwithstanding the foregoing, for
temporary defensive purposes the Fund may invest less than 25% of its
assets in bank obligations.

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

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

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

* * * *

Dreyfus Government Cash Management. Dreyfus Government Cash
Management has adopted investment restrictions numbered 1 through 10 as
fundamental policies, 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. Investment restrictions numbered 11 and 12
are not fundamental policies and may be changed by a vote of a majority
of the Fund's Board members at any time. Dreyfus Government Cash
Management 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.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations thereof.

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 Prospectus. However, the Fund may lend
securities to brokers, dealers or other institutional investors, but
only when the borrower deposits collateral consisting of cash or U.S.
Treasury securities with the Fund and agrees to maintain such
collateral so that it amounts at all times to at least 100% of the
value of the securities loaned. Such loans will not be made, if, as a
result, the aggregate value of the securities loaned exceeds 20% of the
value of the Fund's total assets.

8. 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 investments in obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

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

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

11. Pledge, hypothecate, mortgage 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.

* * * *

Dreyfus Treasury Cash Management. Dreyfus Treasury Cash
Management has adopted investment restrictions numbered 1 through 9 as
fundamental policies, 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. 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. Dreyfus Treasury Cash
Management 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.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations
thereof.

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

6. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.

7. 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 investments in obligations issued or guaranteed by the
U.S. Government.

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

11. 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.

* * * *

Dreyfus Treasury Prime Cash Management. Dreyfus Treasury Prime
Cash Management has adopted investment restrictions numbered 1 through
10 as fundamental policies, 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. 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. Dreyfus Treasury Prime Cash
Management 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.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations
thereof.

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 Prospectus.

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

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

11. Pledge, hypothecate, mortgage 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.

* * * *

Dreyfus Municipal Cash Management Plus. Dreyfus Municipal Cash
Management Plus has adopted investment restrictions numbered 1 through
10 as fundamental policies, 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. Investment restriction number 11 is not a
fundamental policy and may be changed by vote of a majority of the
Fund's Board members at any time. Dreyfus Municipal Cash Management
Plus may not:

1. Purchase securities other than Municipal Obligations and
Taxable Investments as those terms are defined above and in the Fund's
Prospectus.

3. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure borrowings for temporary or emergency
purposes.

4. Sell securities short or purchase securities on margin.

5. Underwrite the securities of other issuers, except that 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.

6. 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.

7. Make loans to others, except through the purchase of
qualified debt obligations and the entry into repurchase agreements
referred to above and in the Fund's Prospectus.

8. Invest more than 5% of its assets in the obligations of any
issuer, except that up to 25% of the value of the Fund's 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 limitation.

9. 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, obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

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

11. 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.

Notwithstanding investment restriction nos. 1, 3 and 6, the Fund
reserves the right to enter into interest rate futures contracts and
municipal bond index futures contracts, and any options that may be
offered in respect thereof, subject to the restrictions then in effect
of the Securities and Exchange Commission and the Commodity Futures
Trading Commission and to the receipt or taking, as the case may be, of
appropriate consents, approvals and other actions from or by those
regulatory bodies. In any event, no such contracts or options will be
entered into until a general description of the terms thereof are set
forth in a subsequent prospectus and statement of additional
information, the Registration Statement with respect to which has been
filed with the Securities and Exchange Commission and has become
effective.

For purposes of investment restriction no. 9, 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".

* * * *

Dreyfus Tax Exempt Cash Management. Dreyfus Tax Exempt Cash
Management has adopted investment restrictions numbered 1 through 10 as
fundamental policies, 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. 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. Dreyfus Tax Exempt Cash
Management may not:

1. Purchase securities other than Municipal Obligations and
Taxable Investments as those terms are defined above and in the Fund's
Prospectus.

3. Sell securities short or purchase securities on margin.

4. Underwrite the securities of other issuers, except that 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.

5. 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.

6. Make loans to others, except through the purchase of
qualified debt obligations and the entry into repurchase agreements
referred to above and in the Fund's Prospectus.

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's
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. 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 banks and obligations issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities.

9. Purchase more than 10% of the voting securities of any issuer
(this restriction applies only with respect to 75% of the Fund's
assets) or invest in companies for the purpose of exercising control.

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

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

Notwithstanding investment restriction nos. 1, 5 and 11, the Fund
reserves the right to enter into interest rate futures contracts, and
municipal bond index futures contracts, and any options that may be
offered in respect thereof, subject to the restrictions then in effect
of the Securities and Exchange Commission and the Commodity Futures
Trading Commission and to the receipt or taking, as the case may be, of
appropriate consents, approvals and other actions from or by those
regulatory bodies. In any event, no such contracts or options will be
entered into until a general description of the terms thereof are set
forth in a subsequent prospectus and statement of additional
information, the Registration Statement with respect to which has been
filed with the Securities and Exchange Commission and has become
effective.

For purposes of investment restriction no. 8, 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."

* * * *

Dreyfus New York Municipal Cash Management. Dreyfus New York
Municipal Cash Management has adopted investment restrictions numbered
1 through 9 as fundamental policies, which cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) of the Fund's
outstanding voting shares. Investment restriction number 10 is not a
fundamental policy and may be changed by vote of a majority of the
Fund's Board members at any time. Dreyfus New York Municipal Cash
Management may not:

1. Purchase securities other than Municipal Obligations and
Taxable Investments as those terms are defined above and in the Fund's
Prospectus.

3. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure borrowings for temporary or emergency
purposes.

4. Sell securities short or purchase securities on margin.

7. Make loans to others, except through the purchase of
qualified debt obligations and the entry into repurchase agreements
referred to above and in the Fund's Prospectus.

8. 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, obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

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. 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.

Notwithstanding investment restriction nos. 1, 3 and 6, the Fund
reserves the right to enter into interest rate futures contracts, and
municipal bond index futures contracts, and any options that may be
offered in respect thereof, subject to the restrictions then in effect
of the Securities and Exchange Commission and the Commodity Futures
Trading Commission and to the receipt or taking, as the case may be, of
appropriate consents, approvals and other actions from or by those
regulatory bodies. In any event, no such contracts or options will be
entered into until a general description of the terms thereof are set
forth in a subsequent prospectus and statement of additional
information, the Registration Statement with respect to which has been
filed with the Securities and Exchange Commission and has become
effective.

For purposes of investment restriction no.8, 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 by a Fund, a later increase or decrease in percentage
resulting from a change in values or assets will not constitute a
violation of that Fund's restriction.

Each Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares in
certain states. Should a Fund determine that a commitment is no longer
in the best interests of the Fund and its shareholders, the Fund
reserves the right to revoke the commitment by terminating the sale of
Fund shares in the state involved.

MANAGEMENT OF THE FUNDS

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. Each Board member who is deemed to be an
"interested person" of the Funds, as defined in the 1940 Act, is
indicated by an asterisk.

Board Members of the Funds

JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is also
Chairman of the Board of Noel Group, Inc., a venture capital company;
and a director of the Muscular Dystrophy Association, HealthPlan
Services Corporation, Belding Heminway Company, Inc., a manufacturer
and marketer of industrial threads, specialty yarns, home furnishings
and fabric, Curtis Industries, Inc., a national distribution of
security products, chemicals, and automotive and other hardware, and
Staffing Resources, Inc. 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 Dreyfus Service Corporation, a wholly-owned subsidiary of
the Manager and, until August 24, 1994, the Funds' distributor. From
August 1994 to December 31, 1994, he was a director of Mellon Bank
Corporation. He is 53 years old and his address is 200 Park Avenue,
10th Floor, New York, New York 10166.

DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 through December 31, 1994,
Mr. Burke was a consultant to the Manager and, from October 1990 to
August 1994, he was Vice President and Chief Administrative Officer of
the Manager. From 1977 to 1990, Mr. Burke was involved in the
management of national television news, as Vice-President and Executive
Vice President of ABC News, and subsequently as President of CBS News.
He is 60 years old and his address is Box 654, Eastham, Massachusetts
02642.

ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan &
Hartson since 1990. From 1986 to 1990, she was Deputy General
Counsel of the United States Department of Health and Human
Services. Until May 1996, she was a Trustee of the Clients'
Security Fund of the District of Columbia Bar and President of
Temple Sinai. She is 50 years old and her address is c/o Hogan &
Hartson, Columbia Square, 555 Thirteenth Street, N.W., Washington,
D.C. 20004-1109.

LYLE E. GRAMLEY, Board Member. Consulting economist, since June 1992,
and, from 1985 to May 1992, Senior Staff Vice President and Chief
Economist, of Mortgage Bankers Association of America. Since
February 1993, Mr. Gramley has served as a director of CWM
Mortgage Holdings, Inc. and, since February 1996, as a director of
NUWave Technologies, Inc. From 1980 to 1985, he was a member of
the Board of Governors of the Federal Reserve System. He is 70
years old and his address is 12901 Three Sisters Road, Potomac,
Maryland 20854.

WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law
firm Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Rudman also
is a director of Prime Succession, Inc., Collins & Aikman
Corporation, Chubb Corporation and the Raytheon Company and a
trustee of Boston College. He also has served, since January
1994, as Vice Chairman of the President's Foreign Intelligence
Advisory Board, and since 1986, as a member of the Senior Advisory
Board of the Institute of Politics of the Kennedy School of
Government at Harvard University. From January 1981 to January
1993, Mr. Rudman served as a United States Senator from the State
of New Hampshire. From January 1993 to December 1994, Mr. Rudman
served as Vice Chairman of the Federal Reserve Bank of Boston. He
is 66 years old and his address is 1615 L Street, N.W., Suite
1300, Washington D.C. 20036.

No shareholder meetings will be held for the purpose of electing
Board members unless and until such time as less than a majority of the
Board members holding office have been elected by shareholders, at
which time the Board members then in office will call a shareholders'
meeting for the election of Board members. Under the 1940 Act,
shareholders of record of not less than two-thirds of the outstanding
shares of the Fund may remove a Board member through a declaration in
writing or by vote cast in person or by proxy at a meeting called for
that purpose. Board members are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of
any such Board member when requested in writing to do so by the
shareholders of record of not less than 10% of the Fund's outstanding
shares.

For so long as a Fund's plan described in the sections captioned
"Service Plans" or "Shareholder Services Plans" remains in effect, the
Board members of such Fund who are not "interested persons" of the
Fund, as defined in the 1940 Act, will be selected and nominated by the
Board members who are not "interested persons" of the Fund.

Board members of each Fund are entitled to receive an annual
retainer and a per meeting fee and reimbursement 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 a per meeting fee of one-half the amount paid to them as
Board members. The aggregate amounts of compensation payable to each
Board member by each Fund for the twelve month period ended January 31,
1997,* and by all funds in the Dreyfus Family of Funds for which such
person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the
year ended December 31, 1996, are set forth below.

_________________________________

* Dreyfus Cash Management Plus, Inc. has changed its fiscal year from
September 30 to January 31. Dreyfus Treasury Cash Management and Dreyfus
New York Municipal Cash Management each have changed their fiscal year
end from July 31 to January 31. Dreyfus Municipal Cash Management Plus
has changed its fiscal year end from December 31 to January 31, and
Dreyfus Treasury Prime Cash Management has changed its fiscal year end
from the last day of February to January 31. For purposes of consistency
and comparability, a 12-month period ended January 31, 1997 has been used
to present this information.

<TABLE>
<CAPTION>
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
<S> <C> <C>
Joseph S. DiMartino $517,075

Dreyfus Cash Management $5,930(1)
Dreyfus Cash Management Plus, Inc. $5,930(1)
Dreyfus Government Cash Management $5,930(1)
Dreyfus Treasury Cash Management $5,930(1)
Dreyfus Treasury Prime Cash Management $5,930(1)
Dreyfus Municipal Cash Management Plus $5,930(1)
Dreyfus Tax Exempt Cash Management $5,930(1)
Dreyfus New York Municipal Cash Management $3,645(1)

David W. Burke $232,699

Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management $6,000
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $6,000
Dreyfus Tax Exempt Cash Management $6,000
Dreyfus New York Municipal Cash Management $4,000

Isabel P. Dunst $40,910

Dreyfus Cash Management $5,500
Dreyfus Cash Management Plus, Inc. $5,500
Dreyfus Government Cash Management $5,500
Dreyfus Treasury Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500

Lyle E. Gramley $44,410

Warren B. Rudman $71,588

___________________________
(*) Amount does not include reimbursed expenses for attending Board meetings, which amounted to $402.76 with respect to each
Dreyfus Cash Management, Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, $402.74 with respect
to each Dreyfus Government Cash Management and Dreyfus Treasury Cash Management, $399.15 with respect to Dreyfus Treasury Prime
Cash Management, and $402.75 with respect to each Dreyfus Cash Management Plus and Dreyfus Municipal Cash Management Plus.

(+) The aggregate compensation payable to each Board member by each Fund was paid by the Manager. See "Management Agreements."

(1) Effective February 4, 1997, Mr. DiMartino was elected Chairman of the Board of the Fund. These figures reflect estimated
amounts payable to Mr. DiMartino over calendar year 1997, prorated accordingly, assuming his attendance at all regular
meetings of the Board during the year.

(2) Reflects amounts paid for the calendar year 1996 for all funds in the Dreyfus Family of Funds for which Mr. DiMartino serves
as a Board member.
</TABLE>

Officers of the Funds

MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which
is Boston Institutional Group, Inc. She is 39 years old.

JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President
and General Counsel of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
February 1992 to July 1994, he served as Counsel for The Boston
Company Advisors, Inc. He is 32 years old.

ELIZABETH A. KEELEY, Vice President and Assistant Secretary. Assistant
Vice President of the Distributor and an officer of other
investment companies advised or administered by the Manager. She
is 27 years old.

MARK A. KARPE, Vice President and Assistant Secretary. Senior
Paralegal of the Distributor and an officer of other investment
companies advised or administered by the Manager. Prior to August
1993, he was employed as an Associate Examiner at the National
Association of Securities Dealers, Inc. He is 27 years old.

DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor
of Treasury Services and Administration of Funds Distributor,
Inc. and an officer of other investment companies advised or
administered by the Manager. From April 1993 to January 1995, he
was a Senior Fund Accountant for Investors Bank & Trust Company.
From December 1991 to March 1993, he was employed as a Fund
Accountant at The Boston Company, Inc. He is 27 years old.

RICHARD W. INGRAM, Vice President and Assistant Treasurer. Senior Vice
President and Director of Client Services and Treasury Operations
of Funds Distributor, Inc. and an officer of other investment
companies advised or administered by the Manager. From March 1994
to November 1995, he was Vice President and Division Manager for
First Data Investor Services Group. From 1989 to 1994, he was Vice
President, Assistant Treasurer and Tax Director of Mutual Funds of
The Boston Company, Inc. He is 40 years old.

MARY A. NELSON, Vice President and Assistant Treasurer. Vice President
and Manager of Treasury Services and Administration of Funds
Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From September 1989 to
July 1994, she was an Assistant Vice President and Client Manager
for The Boston Company, Inc. She is 32 years old.

MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer.
Director of Strategic Client Initiatives for Funds Distributor,
Inc and an officer of other investment companies advised or
administered by the Manager. From December 1989 through November
1996, he was employed with GE Investments where he held various
financial, business development and compliance positions. He is
35 years old.

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer.
Treasurer and Chief Financial Officer of the Distributor and an
officer of other investment companies advised or administered by
the Manager. From July 1988 to August 1994, he was employed by
The Boston Company, Inc. where he held various management
positions in the Corporate Finance and Treasury areas. He is 34
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 20, 1997.

Set forth in "Appendix D" 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 Institutional Shares,
Administrative Shares, Investor Shares and Participant Shares
outstanding on March 20, 1997.

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 AGREEMENTS

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "Management of
the Funds."

The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") dated August 24,
1994 with each Fund. As to each Fund, the Agreement is subject to
annual approval by (i) such Fund's Board or (ii) vote of a majority (as
defined in the 1940 Act) of such Fund's outstanding voting securities
of the Fund, 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. Each Agreement was approved by shareholders on
August 5, 1994, and was last approved by each Fund's Board, including a
majority of the Board members who are not "interested persons" of any
party to the Agreement, at a meeting held on May 22, 1996. As to each
Fund, the Agreement is terminable without penalty, on not more than 60
days' notice, by the Fund's Board or by vote of the holders of a
majority of such Fund's shares, or, on not less than 90 days' notice,
by the Manager. Each Agreement will terminate automatically in the
event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the
Manager: W. Keith Smith, Chairman of the Board; Christopher M. Condron,
President, Chief Executive Officer, Chief Operating Officer and a
director; Stephen E. Canter, Vice Chairman, Chief Investment Officer
and a director; Lawrence S. Kash, Vice Chairman--Distribution and a
director; William T. Sandalls, Jr., Senior Vice President and Chief
Financial Officer; William F. Glavin, Jr., Vice President--Corporate
Development; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources;
Jeffrey N. Nachman, Vice President--Mutual Fund Accounting; Andrew S.
Wasser, Vice President--Information Systems; Elvira Oslapas, Assistant
Secretary; and Mandell L. Berman, Burton C. Borgelt, and Frank V.
Cahouet, directors.

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 Dreyfus Cash Management, Dreyfus
Cash Management Plus, Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management
(collectively, the "Taxable Funds") are Robert P. Fort, Jr., Bernard
Kiernan, Patricia A. Larkin, and Thomas Riordan. The portfolio
managers of Tax Exempt Funds are Joseph P. Darcy, A. Paul Disdier,
Douglas J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard J. Moynihan,
Jill C. Shaffro, Samuel J. Weinstock, and Monica S. Weiboldt. 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. All
purchases and sales are reported for the Board's review at the meeting
subsequent to such transactions.

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 also may make such
advertising and promotional expenditures, using its own resources, as
it from time to time deems appropriate.

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 .20 of 1% 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 to the Manager for each Fund's last three
fiscal years, and with respect to Dreyfus Cash Management Plus, Dreyfus
Treasury Cash Management, Dreyfus Treasury Prime Cash Management,
Dreyfus Municipal Cash Management and Dreyfus New York Municipal Cash
Management(*), for the stated period ended January 31, 1997:

<TABLE>
<CAPTION>
Fiscal Year Ended January 31,
1997 1996 1995
<S> <C> <C> <C>
Dreyfus Cash Management $6,271,157 $5,179,993 $4,607,084

Dreyfus Government Cash
Management $10,873,643 $8,865,414 $6,672,265

Dreyfus Tax Exempt Cash
Management $2,873,913 $2,960,202 $2,972,503
</TABLE>
<TABLE>
<CAPTION>
Four Month
Period Ended Fiscal Year Ended September 30,
January 31, 1997 1996 1995 1994
<S> <C> <C> <C> <C>
Dreyfus Cash Management
Plus, Inc. $4,417,546 $11,722,426 $8,013,464 $4,898,028*

* Reflects a reduction in the management fee of $389,653 in fiscal 1994, pursuant to an undertaking then in effect.

Eleven Month
Period Ended Fiscal Year Ended February 28/29,
January 31, 1997 1996 1995 1994

Dreyfus Treasury Prime
Cash Management $6,363,231 $6,907,593 $7,620,458 $8,802,507*

* Reflects a reduction in the management fee of $ 893,875 in fiscal 1994, pursuant to an undertaking then in effect.

Six Month
Period Ended Fiscal Year Ended July 31,
January 31, 1997 1996 1995 1994
Dreyfus Treasury Cash
Management $2,984,786 $5,232,465 $3,914,096 $4,599,547*

Dreyfus New York
Municipal Cash
Management $150,092 $210,603 $217,769 $192,934*

* Reflects reductions in the management fees in fiscal 1994 of $204,581 with respect to Dreyfus Treasury Cash Management, and
$192,934 with respect to Dreyfus New York Municipal Cash Management, pursuant to undertakings then in effect.

One Month
Period Ended Fiscal Year Ended December 31,
January 31, 1997 1996 1995 1994
Dreyfus Municipal Cash
Management Plus $32,580 $459,763 $461,349 $617,875

</TABLE>

_____________________________

(*) The fiscal year end for each of Dreyfus Cash Management Plus, Dreyfus
Treasury Cash Management, Dreyfus New York Municipal Cash Management,
Dreyfus Treasury Prime Cash Management, and Dreyfus Municipal Cash
Management Plus has been changed to January 31.

As to each Fund, unless the Manager gives the Fund's investors at
least 90 days' notice to the contrary, the Manager, and not the Fund,
will be liable for all expenses of the Fund (exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent
of the necessary state securities commissions) extraordinary expenses)
other than the following expenses, which will be borne by the Fund: (i)
the management fee payable monthly at the annual rate of .20 of 1% of
the value of the Fund's average daily net assets and (ii) as to
Administrative Shares, Investor Shares and Participant Shares, payments
made pursuant to the Fund's Service Plan with respect to such class of
shares at the annual rate set forth in such Service Plan. See "Service
Plans."

In addition, each Agreement provides that if in any fiscal year
the aggregate expenses of the Fund, exclusive of taxes, brokerage,
interest on borrowings 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 value of the Fund's
average net assets for the 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 on a daily basis, and reconciled and effected or
paid, as the case may be, on a monthly basis.

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

HOW TO BUY SHARES

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to Buy
Shares."

The Distributor. The Distributor serves as each Fund's
distributor on a best efforts basis pursuant to an agreement which is
renewable annually. The Distributor also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies. In some states, certain financial institutions
effecting transactions in Fund shares may be required to register as
dealers pursuant to state law.

Using Federal Funds. Dreyfus Transfer, Inc., each Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), or the Fund may
attempt to notify the investor 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 the investor is a
customer of a securities dealer, bank or other financial institution
and an order to purchase Fund shares is paid for other than in Federal
Funds, the securities dealer, bank or other financial institution,
acting on behalf of its customer, will complete the conversion into, or
itself advance, Federal Funds generally on the business day following
receipt of the customer order. The order is effective only when so
converted and received by the Fund's Custodian or, with respect to the
Taxable Funds only, the Sub-Custodian.

SERVICE PLANS
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES ONLY)

The following information supplements and should be read in
conjunction with the section in each Prospectus for Administrative
Shares, Investor Shares or Participant Shares, respectively, entitled
"Service 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. Each Fund's
Board has adopted a separate plan (the "Service Plan") with respect to
such Fund's Administrative Shares, Investor Shares and Participant
Shares pursuant to which the Fund reimburses the Distributor for
distributing such classes of shares and pays the Manager, Dreyfus
Service Corporation, a wholly-owned subsidiary of the Manager, and any
affiliate of either of them (collectively, "Dreyfus") for advertising
and marketing and for providing certain services to shareholders of the
respective class of shares. Under the Service Plan, as to each
relevant class, the Distributor and Dreyfus may make payments to
certain financial institutions, securities dealers and other financial
industry professionals (collectively, "Service Agents") in respect to
these services. Each Fund's Board believes that there is a reasonable
likelihood that the Fund's Service Plan will benefit the Fund and the
holders of such Fund's Administrative Shares, Investor Shares and
Participant Shares.

A quarterly report of the amounts expended under each Service
Plan, and the purposes for which such expenditures were incurred, must
be made to the respective Board for its review. In addition, each
Service Plan provides that it may not be amended to increase materially
the costs which holders of Administrative Shares, Investor Shares, or
Participant Shares may bear pursuant to the Service Plan without the
approval of the holders of such class of shares and that other
material amendments of the Service 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 Service Plan or in any
agreements entered into in connection with the Service Plan, by vote
cast in person at a meeting called for the purpose of considering such
amendments. Each Fund's Service 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 Service Plan. Each Service Plan was last
so approved by the Board members of each Fund at a meeting held on May
22, 1996. Each Service Plan may be terminated at any time as to a
class of shares 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 Service Plan or in any agreements entered into
in connection with the Service Plan or by vote of the holders of a
majority of such class of shares.

Set forth below are the total amounts paid by each Fund pursuant
to its Service Plan to (i) the Distributor as reimbursement for
distributing Administrative Shares, Investor Shares, and Participant
Shares ("Distributor Payments") and (ii) Dreyfus for advertising and
marketing and for providing services to holders of such classes of
shares ("Dreyfus Payments"), for the Fund's most recent fiscal year-end
and, with respect to Dreyfus Cash Management Plus, Dreyfus Treasury
Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus
Municipal Cash Management Plus, and Dreyfus New York Municipal Cash
Management, for the stated period ended January 31, 1997, are as
follows:

<TABLE>
<CAPTION>
Total Amount
Name of Fund Paid Pursuant
and Share Class Service Plan Distributor Payments Dreyfus Payments
<S> <C> <C> <C>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 31, 1997 January 31, 1997 January 31, 1997
Dreyfus Cash
Management
Administrative Shares $ - $ - $ -
Investor Shares $1,278,206 $421,371 $856,835
Participant Shares $ - $ - $ -

Dreyfus Government
Cash Management
Administrative Shares $3,171 $ 3,171 $ -
Investor Shares $1,582,994 $906,882 $676,112
Participant Shares $18 $ 18 $ -

Dreyfus Tax Exempt
Cash Management
Administrative Shares $ - $ - $ -
Investor Shares $142,130 $127,402 $14,728
Participant Shares $ - $ - $ -
</TABLE>

<TABLE>
<CAPTION>
Four Month Fiscal Four Month Fiscal Four Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, September 30, January 31, September 30, January 31, September 30,
1997 1996 1997 1996 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Dreyfus Cash
Management Plus, Inc.
Administrative Shares $518 N/A $ 497 N/A $ 21 N/A
Investor Shares $629,784 $1,234,656 $605,808 $1,197,260 $23,976 $37,396
Participant Shares $189 N/A $ 183 N/A $ 6 N/A

Eleven Eleven Eleven
Month Fiscal Month Fiscal Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, February 29, January 31, February 29, January 31, February 29,
1997 1996 1997 1996 1997 1996
Dreyfus Treasury Prime
Cash Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $749,935 $537,771 $741,368 $534,909 $8,567 $2,862
Participant Shares $ - N/A $ - N/A $ - N/A

Six Month Fiscal Six Month Fiscal Six Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
Dreyfus Treasury
Cash Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $397,388 $354,981 $198,145 $211,182 $199,243 $143,799
Participant Shares $ - N/A $ - N/A $ - N/A

Six Month Fiscal Six Month Fiscal Six Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
Dreyfus New York
Municipal Cash
Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $17,645 $21,087 $17,645 $21,029 $ - $58
Participant Shares $ - N/A $ - N/A $ - N/A

One Month Fiscal One Month Fiscal One Month Fiscal
Period Year Period Year Period Period
Ended Ended Ended Ended Ended Ended
January 31, December 31, January 31, December 31, January 31, December 31,
1997 1996 1997 1996 1997 1996
Dreyfus Municipal
Cash Management Plus
Administrative Shares $ - $N/A $ - $0 $ - N/A
Investor Shares $9,822 $115,500 $9,822 $115,500 $ - $ -
Participant Shares $ - $N/A $ - $0 $ - N/A

</TABLE>

SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)

The following information supplements and should be read in
conjunction with the section in the Prospectus for Institutional Shares
entitled "Shareholder Services Plan."

Each Fund, as to its Institutional Shares only, has adopted a
separate Shareholder Services Plan (the "Plan") pursuant to which the
Fund has agreed to reimburse Dreyfus Service Corporation for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts. 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.

A quarterly report of the amounts expended under each Plan and the
purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Plan provides that
material amendments of the 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 or the Manager and have no direct or
indirect financial interest in the operation of the 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 of such Fund cast in person at a meeting called for
the purpose of voting on the Plan. Each Plan was last so approved by
the Board members at a meeting held on May 22, 1996. Each 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 Plan.

The total amounts payable by each Fund pursuant to its Plan with
respect to Institutional Shares for its most recent fiscal year were
borne by the Manager pursuant to an agreement in effect. See
"Management Agreements."

HOW TO REDEEM SHARES

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to Redeem
Shares."

Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent to act on wire or telephone
redemption instructions from any person representing himself or herself
to be an authorized representative of the investor, and reasonably
believed by the Transfer Agent to be genuine. Redemption proceeds will
be transferred by Federal Reserve wire only to a bank that is a member
of the Federal Reserve System.

Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal
code which may be used for domestic or overseas transmission:

Transfer Agent's
Transmittal Code Answer Back Sign

144295 144295 TSSG PREP

Investors who do not have direct access to telegraphic equipment
may have the wire transmitted by contacting a TRT Cables operator at 1-
800-654-7171, toll free. Investors 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.

Redemption Commitment. Each Fund has committed 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, the Board reserves the right to make payments in
whole or in part in securities (which may include non-marketable
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 sold such securities, brokerage charges might be
incurred.

Suspension of Redemptions. The right of redemption may be
suspended or the date of payment postponed with respect to any Fund (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 the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the 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 the Fund's investors.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to Buy
Shares."

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 investors,
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
Fund's Board, at such intervals as it deems 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 Fund's Board. With respect to the Tax Exempt 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 consideration 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 the Fund's net asset value per
share 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 Fund's Board will
consider promptly what action, if any, will be initiated. In the event
the 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, Presidents'
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The New York Stock Exchange is also closed on Good Friday.

SHAREHOLDER SERVICES

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "Shareholder
Services."

Fund Exchanges. Shares of one class of a Fund may be exchanged
for shares of the same class of another Fund or of Dreyfus
Institutional Short Term Treasury Fund (which offers Institutional
Shares and Investor Shares only). To request an exchange, exchange
instructions must be given in writing or by telephone. By using the
Telephone Exchange Privilege, the investor authorizes the Transfer
Agent to act on exchange instructions from any person representing
himself or herself to be an authorized representative of the investor
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 will be exchanged
at the net asset value next determined after receipt of an exchange
request in proper form. Shares in certificate form are not eligible
for telephone exchange.

An investor who wishes to redeem shares of one class of shares and
purchase shares of another class of shares of a fund identified above
should contact Dreyfus Institutional Services Division by calling one
of the telephone numbers listed on the cover page of this Statement of
Additional Information, and should obtain a prospectus for the relevant
share class which the investor wishes to purchase.

Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of one class of
a Fund, shares of the same class of another Fund or of Dreyfus
Institutional Short Term Treasury Fund (which offers Institutional
Shares and Investor Shares only). This Privilege is available only for
existing accounts. Shares will be exchanged on the basis of relative
net asset value. Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by
the investor. An investor will be notified if its account falls below
the amount designated under this Privilege. In this case, an
investor's account will fall to zero unless additional investments are
made in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares in certificate form are not eligible for this
Privilege.

Fund Exchanges and the Dreyfus Auto-Exchange Privilege are
available to investors resident in any state in which shares of the
fund being acquired may legally be sold. Shares may be exchanged only
between accounts having identical names and other identifying
designations.

The Fund reserves the right to reject any exchange request in
whole or in part. The availability of Fund Exchanges or the Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time upon
notice to investors.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "Dividends,
Distributions and Taxes."

Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of
any gains realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Internal Revenue Code of 1986, as amended.

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 are paid by any 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
Fund shares.

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 each Fund. Although it
is not possible to place a dollar value on these services, it is the
opinion of the Manager that the receipt and study of such services
should not reduce the overall expenses of its research department.

YIELD INFORMATION

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "Yield
Information."

For the seven-day period ended January 31, 1997, the yield and
effective yield for Institutional Shares, Administrative Shares,
Investor Shares, and Participant Shares of each Fund were as follows:

Name of Fund and Share Class Yield Effective Yield

Dreyfus Cash Management
Institutional Shares 5.30% 5.44%
Administrative Shares 5.20% 5.34%
Investor Shares 5.04% 5.17%
Participant Shares 4.90% 5.04%

Dreyfus Cash Management Plus, Inc.
Institutional Shares 5.34% 5.48%
Administrative Shares 5.24% 5.38%
Investor Shares 5.09% 5.22%
Participant Shares 4.94% 5.08%

Dreyfus Government Cash Management
Institutional Shares 5.29% 5.43%
Administrative Shares 5.19% 5.33%
Investor Shares 5.03% 5.16%
Participant Shares 4.89% 5.03%

Dreyfus Treasury Cash Management
Institutional Shares 5.13% 5.26%
Administrative Shares 5.03% 5.16%
Investor Shares 4.89% 5.01%
Participant Shares 4.73% 4.86%

Dreyfus Treasury Prime Cash Management
Institutional Shares 5.05% 5.18%
Administrative Shares 4.95% 5.08%
Investor Shares 4.81% 4.93%
Participant Shares 4.65% 4.78%

Dreyfus Municipal Cash Management Plus
Institutional Shares 3.43% 3.49%
Administrative Shares 3.33% 3.38%
Investor Shares 3.18% 3.23%
Participant Shares 3.03% 3.08%

Dreyfus Tax Exempt Cash Management
Institutional Shares 3.36% 3.42%
Administrative Shares 3.26% 3.31%
Investor Shares 3.11% 3.16%
Participant Shares 2.96% 3.00%

Dreyfus New York Municipal Cash Management
Institutional Shares 3.36% 3.42%
Administrative Shares 3.26% 3.31%
Investor Shares 3.11% 3.16%
Participant Shares 2.96% 3.00%

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 Administrative Shares, Investor Shares and Participant
Shares should be expected to be lower than that of Institutional
Shares, the performance of Investor Shares and Participant Shares
should be expected to be lower than that of Administrative Shares and
the performance of Participant Shares should be expected to be lower
than that of Investor Shares.

As to the Tax Exempt 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 1997 Federal income tax rate of
39.60%, the tax equivalent yield for the 7-day period ended January 31,
1997 for Institutional Shares, Administrative Shares, Investor Shares
and Participant Shares of Dreyfus Municipal Cash Management Plus and
Dreyfus Tax Exempt Cash Management was as follows:

Fund Tax Equivalent Yield

Dreyfus Municipal Cash Management Plus
Institutional Shares 5.68%
Administrative Shares 5.51%
Investor Shares 5.26%
Participant Shares 5.02%

Dreyfus Tax Exempt Cash Management
Institutional Shares 5.56%
Administrative Shares 5.40%
Investor Shares 5.15%
Participant Shares 4.90%

Based upon a combined 1997 Federal, New York State, and New York
City personal income tax rate of 46.60%, the tax equivalent yield for
the seven-day period ended January 31, 1997 for Dreyfus New York
Municipal Cash Management was as follows:

Dreyfus New York Municipal Cash Management
Institutional Shares 6.23%
Administrative Shares 6.05%
Investor Shares 5.77%
Participant Shares 5.49%

The tax equivalent yields noted above for Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management represent the
application of the highest Federal marginal personal income tax rate
currently in effect. The taxes 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 Dreyfus
Municipal Cash Management Plus represent the application of the highest
Federal, New York State, and New York City marginal personal income tax
rates presently in effect. For Federal income tax purposes, a 39.6%
rate has been used, and for New York State and New York City personal
income tax purposes, the rates of 7.875% and 4.46%, respectively, have
been used. In addition, there may be pending legislation which could
affect such stated tax rates or yields. Each investor should consult
its tax adviser, and consider its own factual circumstances and
applicable tax laws, in order to ascertain the relevant tax equivalent
yield.

From time to time, each Tax Exempt 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
representative of the Fund's past or future performance.

Yields will fluctuate and are not necessarily representative of
future results. The investor should remember that yield is a function
of the type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses. An investor's principal in the 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, 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. From time to
time, advertising materials for a Fund may also refer to statistical or
other information concerning trends relating to investment companies,
as compiled by industry associations such as the Investment Company
Institute.

INFORMATION ABOUT THE FUNDS

The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "General
Information."

Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares have no preemptive, subscription or
conversion rights and are freely transferable.

Each Fund sends annual and semi-annual financial statements to all
its shareholders.

In early 1974, the Manager commenced offering the first money
market fund to be widely offered on a retail basis, Dreyfus Liquid
Assets, Inc. Money market mutual funds have subsequently grown into
nearly a trillion dollar industry.

Each Fund is a member of the Dreyfus Family of Cash Management
Funds, which are designed to meet the needs of an array of
institutional investors. As of March 10, 1997, the total net assets of
all of the funds composing the Dreyfus Family of Cash Management Funds
amounted to approximately $29 billion.

TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS

Dreyfus Transfer, Inc., 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 computed on the
basis of the number of shareholder accounts it maintains for the Fund
during the month, and is reimbursed for certain out-of-pocket expenses.
The fees payable to the Transfer Agent by each Fund are borne directly
by the Manager pursuant to an agreement in effect. See "Management
Agreements."

The Bank of New York, 90 Washington Street, New York, New York
10286, is each Fund's custodian.

Wells Fargo Bank, N.A., 707 Wilshire Boulevard, Los Angeles,
California 90017, serves as sub-custodian for the investments of the
Taxable Funds.

Dreyfus Transfer, Inc., The Bank of New York, and Wells Fargo
Bank, N.A. have no part in determining the investment policies of a
Fund or which portfolio securities are to be purchased or sold by a
Fund.

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, 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 each Fund Prospectus.

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.

APPENDIX A
(DREYFUS CASH MANAGEMENT
AND
DREYFUS CASH MANAGEMENT PLUS, INC.)

Descriptions of the highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings
Group ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, L.P. ("Fitch"), Duff & Phelps Credit Rating Co.
("Duff"), IBCA Limited and IBCA Inc. ("IBCA") and Thomson BankWatch,
Inc. ("BankWatch").

Commercial Paper Ratings 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.

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.

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 Duff-1 is the highest commercial paper rating assigned
by Duff. Paper rated Duff-1 is regarded as having very high certainty
of timely payment with excellent liquidity factors which are supported
by ample asset protection. Risk factors are minor.

The designation A1 by IBCA indicates that the obligation is
supported by a very strong capacity for timely repayment. Those
obligations rated A1+ are supported by the highest capacity for timely
repayment.

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.

In addition to ratings of short-term obligations, BankWatch
assigns a rating to each issuer it rates, in gradations of A through F.
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 that bank is domiciled.

Bond Ratings and Long-Term Ratings

Bonds rated AAA are considered by S&P to be the highest grade
obligation and possess an extremely strong capacity to pay principal
and interest.

Bonds rated Aaa are judged by Moody's 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 AAA by Fitch are judged by Fitch to be strictly high
grade, broadly marketable and suitable for investment by trustees and
fiduciary institutions and liable to but 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 AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more
than U.S. Treasury debt.

Obligations rated AAA by IBCA have the lowest expectation of
investment risk. Capacity for timely repayment of principal and
interest is substantial, such that adverse changes in business,
economic or financial conditions are unlikely to increase investment
risk significantly.

IBCA also assigns a rating to certain international and U.S.
banks. An IBCA bank rating represents IBCA'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, IBCA uses a
dual rating system comprised of Legal Ratings and Individual Ratings.
In addition, IBCA 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 provided by central banks or the bank's
shareholders if it experienced difficulties, and such ratings are
considered by IBCA to be a prime factor in its assessment of credit
risk. Individual Ratings, which range in gradations from A through E,
represent IBCA'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.
APPENDIX B

TAX EXEMPT 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
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 small
degree. The AA rating may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the
category.

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 which are 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 which are 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. Generally,
Moody's provides either a generic rating or a rating with a numerical
modifier of 1 for bonds in each of the generic rating categories Aa, A,
Baa, Ba and B. Moody's also provides numerical modifiers of 2 and 3 in
each of these categories for bond issues in health care, higher
education and other not-for-profit sectors; the modifier 1 indicates
that the issue ranks in the higher end of its generic rating category;
the modifier 2 indicates that the issue is in the mid-range of the
generic category; and the modifier 3 indicates that the issue is in the
low end of the generic category.

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, investors 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.

Commercial Paper Ratings

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 operative 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.

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 the rating symbol AA 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 rating
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
(DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)

RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS

The financial condition of New York State (the "State") and
certain of its public bodies (the "Agencies") and municipalities,
particularly New York City (the "City"), could affect the market values
and marketability of New York Municipal Obligations which may be held
by the Fund. The following information constitutes only a brief
summary, does not purport to be a complete description, and is based on
information drawn from official statements relating to securities
offerings of the State, the City and the Municipal Assistance
Corporation for the City of New York ("MAC") available as of the date
of this Statement of Additional Information. While the Fund has not
independently verified such information, it has no reason to believe
that such information is not correct in all material respects.

A national recession commenced in mid-1990. The downturn
continued through the remainder of the 1990-91 fiscal year, and was
followed by a period of weak economic growth during the remainder of
the 1991 calendar year. For the calendar year 1992, the national
economy continued to recover, although at a rate below all post-war
recoveries. The recession was more severe in the State than in other
parts of the nation, owing to a significant retrenchment in the
financial services industry, cutbacks in defense spending, and an
overbuilt real estate market. The State economy remained in recession
until 1993, when employment growth resumed. Since early 1993, the
State has gained approximately 100,000 jobs. The State's economy
expanded modestly during 1995. Although industries that export goods
and services abroad are expected to benefit from the lower dollar,
growth will be slowed by government cutbacks at all levels. On an
average annual basis, employment growth in 1995 was estimated to be
about the same as 1994. Both personal income and wages were estimated
to have recorded moderate gains in 1995. Employment growth is expected
to slow significantly in 1996 as the pace of national economic growth
slackens, entire industries experience consolidations, and governmental
employment continues to shrink. Personal income is estimated to have
increased by approximately 5.0% in 1996.

The State's budget for the 1996-97 fiscal year was enacted by the
Legislature on July 13, 1996, more than three months after the start of
the fiscal year. Prior to adoption of the budget, the Legislature
enacted appropriations for disbursements considered to be necessary for
State operations and other purposes, including all necessary
appropriations for debt service. The State Financial Plan for the 1996-
97 fiscal year was formulated on July 25, 1996 and is based on the
State's budget as enacted by the Legislature and signed into law by the
Governor, as well as actual results for the first quarter of the 1996-
97 fiscal year.

After adjustments for comparability between fiscal years, the
adopted 1996-97 budget projects a year-over-year increase in General
Fund disbursements of 0.2%. Adjusted State Funds (excluding Federal
grants) disbursements are projected to increase by 1.6% from the prior
fiscal year. All Governmental Funds projected disbursements increase
by 4.1% over the prior fiscal year, after adjustments for
comparability.

The 1996-97 State Financial Plan is projected to be balanced on a
cash basis. As compared to the Governor's proposed budget as revised
on March 20, 1996, the State's adopted budget for 1996-97 increases
General Fund spending by $842 million, primarily from increases for
education, special education and higher education ($563 million). The
balance represents funding increases to a variety of other programs,
including community projects and increased assistance to fiscally
distressed cities. Resources used to fund these additional
expenditures include $540 million in increased revenues projected for
1996-97 based on higher-than-projected tax collections during the first
half of calendar 1996, $110 million in projected receipts from a new
State tax amnesty program, and other resources including certain non-
recurring resources. The total amount of non-recurring resources
included in the 1996-97 State budget is projected to be $1.3 billion,
or 3.9% of total General Fund receipts.

The State revised the cash-basis 1996-97 State Financial Plan on
January 14, 1997, in conjunction with the release of the Executive
Budget for the 1997-98 fiscal year. The 1996-97 General Fund Financial
Plan continues to be balanced. The Division of the Budget projects
that, prior to taking the actions described below, the General Fund
Financial Plan would have shown an operating surplus of approximately
$1.3 billion. These actions include implementing reduced personal
income tax withholding to reflect the impact of tax reduction actions
which took effect on January 1, 1997. The Financial Plan assumes the
use of $250 million for this purpose. In addition, $943 million is
projected to be used to pay tax refunds during the 1996-97 fiscal year
or reserved to pay refunds during the 1997-98 fiscal year, which
produces a benefit for the 1997-98 Financial Plan. Finally, $65
million is projected to be deposited into the Tax Stabilization Reserve
Fund ("TSRF") (in addition to the required deposit of $15 million),
increasing the cash balance in that fund to $317 million by the end of
1996-97.

The projected surplus results primarily from growth in the
underlying forecast for projected receipts. As compared to the enacted
budget, revenues are expected to increase by more than $1 billion,
while disbursements are expected to fall by $228 million. These
changes from original Financial Plan projections reflect actual results
through December 1996 as well as modified economic and social services
caseload projections for the balance of the fiscal year. The General
Funds closing balance is expected to be $358 million at the end of 1996-
97.

The 1997-98 Financial Plan projects balance on a cash basis in the
General Fund. It reflects a continuing strategy of substantially
reduced State spending, including program restructurings, reductions in
social welfare spending, and efficiency and productivity initiatives.
Total General Fund receipts and transfers from other funds are
projected to be $32.88 billion, a decrease of $88 million from total
receipts projected in the current fiscal year. Total General Fund
disbursements and transfers to other funds are projected to be
$32.84 billion, a decrease of $56 million from spending totals
projected for the current fiscal year.

The State Financial Plan was based upon forecasts of national and
State economic activity. Economic forecasts have frequently failed to
predict accurately the timing and magnitude of changes in the national
and the State economies. Many uncertainties exist in forecasts of both
the national and State economies, including consumer attitudes toward
spending, Federal financial and monetary policies, the availability of
credit 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 worse-than-predicted results, with
corresponding material and adverse effects on the State's projections
of receipts and disbursements.

There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant
disparity between tax revenues projected from a lower recurring
receipts base and the spending required to maintain State programs at
current levels. To address any potential budgetary imbalance, the
State may need to take significant actions to align recurring receipts
and disbursements in future fiscal years.

On June 6, 1990, Moody's changed its ratings on all the State's
outstanding general obligation bonds from A1 to A. On March 26, 1990
and January 13, 1992, S&P changed its ratings on all of the State's
outstanding general obligation bonds from AA- to A and from A to A-,
respectively. In February 1991, Moody's lowered its rating on the
City's general obligation bonds from A to Baa1 and in July 1995, S&P
lowered its rating on such bonds from A- to BBB+. Ratings reflect only
the respective views of such organizations, and their concerns about
the financial condition of New York State and City, the debt load of
the State and City and any economic uncertainties about the region.
There is no assurance that a particular rating will continue for any
given period of time or that any such rating will not be revised
downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant.

(1) The State, Agencies and Other Municipalities. During the mid-
1970s, some of the Agencies and municipalities (in particular, the
City) faced extraordinary financial difficulties, which affected the
State's own financial condition. These events, including a default on
short-term notes issued by the New York State Urban Development
Corporation ("UDC") in February 1975, which default was cured shortly
thereafter, and a continuation of the financial difficulties of the
City, created substantial investor resistance to securities issued by
the State and by some of its municipalities and Agencies. For a time,
in late 1975 and early 1976, these difficulties resulted in a virtual
closing of public credit markets for State and many State related
securities.

In response to the financial problems confronting it, the State
developed and implemented programs for its 1977 fiscal year that
included the adoption of a balanced budget on a cash basis (a deficit
of $92 million that actually resulted was financed by issuing notes
that were paid during the first quarter of the State's 1978 fiscal
year). In addition, legislation was enacted limiting the occurrence of
additional so-called "moral obligation" and certain other Agency debt,
which legislation does not, however, apply to MAC debt.

GAAP-Basis Projected Results--1996-97 Fiscal Year. For the 1996-97
fiscal year, the General Fund GAAP Financial Plan is projected to show
total revenues of $33.04 billion, total expenditures of $32.92 billion,
and net other financing sources and uses of $771 million. The surplus
of $886 million primarily reflects an increase in projected revenues.

GAAP-Basis Results--1995-96 Fiscal Year. The State completed its 1995-
96 fiscal year with a combined Governmental Funds operating surplus of
$432 million, which included an operating surplus in the General Fund
of $380 million, in the Capital Projects Funds of $276 million and in
the Debt Service Funds of $185 million. There was an operating deficit
of $409 million in the Special Revenue Funds. The State's Combined
Balance Sheet as of March 31, 1996 showed an accumulated deficit in its
combined Governmental Funds of $1.23 billion, reflecting liabilities of
$14.59 billion and assets of $13.35 billion. This accumulated
Governmental Funds deficit includes a $2.93 billion accumulated deficit
in the General Fund and an accumulated deficit of $712 million in the
Capital Projects Fund type as partially offset by accumulated surpluses
of $468 million and $1.94 billion in the Special Revenue and Debt
Service Fund types, respectively.

GAAP-Basis Results--1994-95 Fiscal Year. The State's Combined Balance
Sheet as of March 31, 1995 showed an accumulated deficit in its
combined Governmental Funds of $1.666 billion reflecting liabilities of
$14.778 billion and assets of $13.112 billion. This accumulated
Governmental Funds deficit includes a $3.308 billion accumulated
deficit in the General Fund, as well as accumulated surpluses in the
special Revenue and Debt Service Fund types of $877 million and $1.753
billion, respectively, and a $988 million accumulated deficit in the
Capital Projects Fund type.

The State completed its 1994-95 fiscal year with a combined
Governmental Funds operating deficit of $1.791 billion, which included
operating deficits in the General Fund of $1.426 billion, in the
Capital Projects Funds of $366 million, and in the Debt Service Funds
of $38 million. There was an operating surplus in the Special Revenue
Funds of $39 million.

GAAP-Basis Results--1993-94 Fiscal Year. The State reported a General
Fund operating surplus of $914 million for the 1993-94 fiscal year, as
compared to an operating surplus of $2.065 billion for the prior fiscal
year. The 1993-94 fiscal year surplus reflects several major factors,
including the cash basis surplus recorded in 1993-94, the use of $671
million of the 1992-93 surplus to fund operating expenses in 1993-94,
net proceeds of $575 million in bonds issued by the New York Local
Government Assistance Corporation ("LGAC") and the accumulation of a
$265 million balance in the Contingency Reserve Fund ("CRF"). Revenues
increased $543 million (1.7%) over prior fiscal year revenues with the
largest increase occurring in personal income taxes. Expenditures
increased $1.659 billion (5.6%) over the prior fiscal year, with the
largest increase occurring in State aid for social services programs.

The Special Revenue Fund and Debt Service Fund ended 1993-94 with
operating surpluses of $149 million and $23 million, respectively. The
Capital Projects Fund ended with an operating deficit of $35 million.

GAAP-Basis Results--1992-93 Fiscal Year. The State completed its 1992-
93 fiscal year with a GAAP-basis operating surplus of $2.065 billion in
the General Fund and an accumulated deficit of $2.551 billion. The
Combined Statement of Revenues, Expenditures and Changes in Fund
Balances reported total revenues of $31.085 billion, total expenditures
of $29.337 billion, and net other financing sources and uses of $317
million. The surplus primarily reflects the 1992-93 cash-basis surplus
and the net proceeds of $881 million in bonds issued by LGAC.

The Special Revenue, Debt Service and Capital Projects Fund types
ended the 1992-93 fiscal year with GAAP-basis operating surpluses of
$131 million, $381 million, and $57 million, respectively.

State Financial Plan--Cash-Basis Results--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. General Fund moneys are also transferred to other
funds, primarily to support certain capital projects and debt service
payments in other fund types.

In the State's 1996-97 fiscal year, the General Fund is expected
to account for approximately 47% of total Governmental Funds
disbursements and 71% of total State Funds disbursements. The General
Fund is projected to be balanced on a cash basis for the 1996-97 fiscal
year. Total receipts and transfers from other funds are projected to
be $33.17 billion, an increase of $365 million from the prior fiscal
year. Total General Fund disbursements and transfers to other funds
are projected to be $33.12 billion, an increase of $444 million from
the total in the prior fiscal year.

New York State's financial operations have improved during recent
fiscal years. During the period 1989-90 through 1991-92, the State
incurred General Fund operating deficits that were closed with receipts
from the issuance of tax and revenue anticipation notes ("TRANs").
First, the national recession, and then the lingering economic slowdown
in the New York and regional economy, resulted in repeated shortfalls
in receipts and three budget deficits. During its last four fiscal
years, however, the State recorded balanced budgets on a cash basis,
with positive fund balances as described below.

The State ended its 1995-96 fiscal year on March 31, 1996 with a
General Fund cash surplus. The Division of the Budget reported that
revenues exceeded projections by $270 million, while spending for
social service programs was lower than forecast by $120 million and all
other spending was lower by $55 million. From the resulting benefit of
$445 million, a $65 million voluntary deposit was made into the TSRF,
and $380 million was used to reduce 1996-97 Financial Plan liabilities
by accelerating 1996-97 payments, deferring 1995-96 revenues, and
making a deposit to the tax refund reserve account.

The General Fund closing fund balance was $287 million, an
increase of $129 million from 1994-95 levels. The $129 million change
in fund balance is attributable to the $65 million voluntary deposit to
the TSRF, a $15 million required deposit to the TSRF, a $40 million
deposit to the CRF, and a $9 million deposit to the Revenue
Accumulation Fund. The closing fund balance includes $237 million on
deposit in the TSRF, to be used in the event of any future General Fund
deficit as provided under the State Constitution and State Finance Law.
In addition, $41 million is on deposit in the CRF. The CRF was
established in State fiscal year 1993-94 to assist the State in
financing the costs of extraordinary litigation. The remaining $9
million reflects amounts on deposit in the Revenue Accumulation Fund.
This fund was created to hold certain tax receipts temporarily before
their deposit to other accounts. In addition, $678 million was on
deposit in the tax refund reserve account, of which $521 million was
necessary to complete the restructuring of the State's cash flow under
the LGAC program.

General Fund receipts totaled $32.81 billion, a decrease of 1.1%
from 1994-95 levels. This decrease reflects the impact of tax
reductions enacted and effective in both 1994 and 1995. General Fund
disbursements totaled $32.68 billion for the 1995-96 fiscal year, a
decrease of 2.2% from 1994-95 levels.

The State ended its 1994-95 fiscal year with the General Fund in
balance. The $241 million decline in the fund balance reflects the
planned use of $264 million from the CRF, partially offset by the
required deposit of $23 million to the TSRF. In addition, $278 million
was on deposit in the tax refund reserve account, $250 million of which
was deposited to continue the process of restructuring the State's cash
flow as part of the LGAC program. The closing fund balance of $158
million reflects $157 million in the TSRF and $1 million in the CRF.

General Fund receipts totaled $33.16 billion, an increase of 2.9%
from 1993-94 levels. General Fund disbursements totaled $33.40 billion
for the 1994-95 fiscal year, an increase of 4.7% from the previous
fiscal year. The increase in disbursements was primarily the result of
one-time litigation costs for the State, funded by the use of the CRF,
offset by $188 million in spending reductions initiated in January 1995
to avert a potential gap in the 1994-95 State Financial Plan. These
actions included savings from a hiring freeze, halting the development
of certain services, and the suspension of non-essential capital
projects.

The State ended its 1993-94 fiscal year with a General Fund cash
surplus, primarily the result of an improving national economy, State
employment growth, tax collections that exceeded earlier projections
and disbursements that were below expectations. A deposit of $268
million was made to the CRF, with a withdrawal during the year of $3
million, and a deposit of $67 million was made to the TSRF. These
three transactions resulted in the change in fund balance of $332
million. In addition, a deposit of $1.14 billion was made to the tax
refund reserve account, of which $1.03 billion was available for
budgetary purposes in the 1994-95 fiscal year. The remaining $114
million was redeposited in the tax refund reserve account at the end of
the State's 1994-95 fiscal year to continue the process of
restructuring the State's cash flow as part of the LGAC program. The
General Fund closing balance was $399 million, of which $265 million
was on deposit in the CRF and $134 million in the TSRF. The CRF was
initially funded with a transfer of $100 million attributable to a
positive margin recorded in the 1992-93 fiscal year.

General Fund receipts totaled $32.23 billion, an increase of 2.6%
from 1992-93 levels. General Fund disbursements totaled $31.90 billion
for the 1993-94 fiscal year, 3.5% higher than the previous fiscal year.
Receipts were higher in part due to improved tax collections from
renewed State economic growth, although the State continued to lag
behind the national economic recovery. Disbursements were higher due
in part to increased local assistance costs for school aid and social
services, accelerated payment of certain Medicaid expenses, and the
cost of an additional payroll for State employees.

Cash-Basis Results--Other Governmental Funds. 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, beginning in
the 1993-94 fiscal year, of a portion of transportation-related
revenues from the General Fund to two new 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 and the Metropolitan Transportation Authority ("MTA").

The Special Revenue Funds account for State receipts from specific
sources that are legally restricted in use to specified purposes and
include all moneys received from the Federal government. Revenues in
Special Revenue Funds in the State's 1995-96 fiscal year increased
$1.45 billion over the prior fiscal year as a result of increases in
federal grants and lottery revenues. Disbursements from Special
Revenue Funds in the State's 1995-96 fiscal year increased $1.21
billion over the prior fiscal year as a result of increased costs for
social services programs and an increase in the distribution of lottery
proceeds to school districts.

The Capital Projects Funds are used to finance the acquisition and
construction of major capital facilities and to aid local government
units and Agencies in financing capital construction. Revenues in the
Capital Projects Funds in the State's 1995-96 fiscal year increased
$260 million primarily because a larger share of the petroleum business
tax was shifted from the General Fund to the Dedicated Highway and
Bridge Trust Fund and by an increase in federal grant revenues.
Expenditures increased $194 million because of increased expenditures
for education and health and environmental projects.

The Debt Service Funds serve to fulfill State debt service on long-
term general obligation State debt and other State lease/purchase and
contractual obligation financing commitments. Revenues in the Debt
Service Funds in the State's 1995-96 fiscal year increased $10 million
because of increases in both dedicated taxes and mental hygiene patient
fees. Expenditures increased $201 million.

State Borrowing Plan. The State anticipates that its capital
programs will be financed, in part, through borrowings by the State and
public authorities in the 1996-97 fiscal year. The State expects to
issue $411 million in general obligation bonds (including $153.6
million for purposes of redeeming outstanding BANs) and $154 million in
general obligation commercial paper. The Legislature has also
authorized the issuance of up to $101 million in COPs during the
State's 1996-97 fiscal year for equipment purchases. The projection of
the State regarding its borrowings for the 1996-97 fiscal year may
change if circumstances require.

State Agencies. The fiscal stability of the State is related, at
least in part, to the fiscal stability of its localities and various of
its Agencies. Various Agencies have issued bonds secured, in part, by
non-binding statutory provisions for State appropriations to maintain
various debt service reserve funds established for such bonds (commonly
referred to as "moral obligation" provisions).

At September 30, 1995, there were 17 Agencies that had outstanding
debt of $100 million or more. The aggregate outstanding debt,
including refunding bonds, of these 17 Agencies was $73.45 billion as
of September 30, 1995. As of March 31, 1995, aggregate Agency debt
outstanding as State-supported debt was $27.9 billion and as State-
related was $36.1 billion. Debt service on the outstanding Agency
obligations normally is paid out of revenues generated by the Agencies'
projects or programs, but in recent years the State has provided
special financial assistance, in some cases on a recurring basis, to
certain Agencies for operating and other expenses and for debt service
pursuant to moral obligation indebtedness provisions or otherwise.
Additional assistance is expected to continue to be required in future
years.

Several Agencies have experienced financial difficulties in the
past. Certain Agencies continue to experience financial difficulties
requiring financial assistance from the State. Failure of the State to
appropriate necessary amounts or to take other action to permit certain
Agencies to meet their obligations could result in a default by one or
more of such Agencies. If a default were to occur, it would likely
have a significant effect on the marketability of obligations of the
State and the Agencies. These Agencies are discussed below.

The New York State Housing Finance Agency ("HFA") provides
financing for multifamily housing, State University construction,
hospital and nursing home development, and other programs. In general,
HFA depends upon mortgagors in the housing programs it finances to
generate sufficient funds from rental income, subsidies and other
payments to meet their respective mortgage repayment obligations to
HFA, which provide the principal source of funds for the payment of
debt service on HFA bonds, as well as to meet operating and maintenance
costs of the projects financed. From January 1, 1976 through March 31,
1987, the State was called upon to appropriate a total of $162.8
million to make up deficiencies in the debt service reserve funds of
HFA pursuant to moral obligation provisions. The State has not been
called upon to make such payments since the 1986-87 fiscal year.

UDC has experienced, and expects to continue to experience,
financial difficulties with the housing programs it had undertaken
prior to 1975, because a substantial number of these housing program
mortgagors are unable to make full payments on their mortgage loans.
Through a subsidiary, UDC is currently attempting to increase its rate
of collection by accelerating its program of foreclosures and by
entering into settlement agreements. UDC has been, and will remain,
dependent upon the State for appropriations to meet its operating
expenses. The State also has appropriated money to assist in the
curing of a default by UDC on notes which did not contain the State's
moral obligation provision.

The MTA oversees New York City's subway and bus lines by its
affiliates, the New York City Transit Authority and the Manhattan and
Bronx Surface Transit Operating Authority (collectively, the "TA").
Through MTA's subsidiaries, the Long Island Rail Road Company, the
Metro-North Commuter Railroad Company and the Metropolitan Suburban Bus
Authority, the MTA operates certain commuter rail and bus lines in the
New York metropolitan area. In addition, the Staten Island Rapid
Transit Authority, an MTA subsidiary, operates a rapid transit line on
Staten Island. Through its affiliated agency, the Triborough Bridge
and Tunnel Authority (the "TBTA"), the MTA operates certain toll
bridges and tunnels. Because fare revenues are not sufficient to
finance the mass transit portion of these operations, the MTA has
depended and will continue to depend for operating support upon a
system of State, local government and TBTA support and, to the extent
available, Federal operating assistance, 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.

Over the past several years 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 region (the "Metropolitan Transportation Region") served by
the MTA and a special .25% regional sales and use tax--that provide
additional revenues for mass transit purposes, including assistance to
the MTA. In addition, since 1987, State law has required that the
proceeds of .25% mortgage recording tax paid on certain mortgages in
the Metropolitan Transportation Region be deposited in a special MTA
fund for operating or capital expenses. Further, in 1993, the State
dedicated a portion of certain additional State petroleum business tax
receipts to fund operating or capital assistance to the MTA. For the
1996-97 State fiscal year, total State assistance to the MTA is
estimated at approximately $1.09 billion.

In 1981, the State Legislature authorized procedures for the
adoption, approval and amendment of a five-year plan for the capital
program designed to upgrade the performance of the MTA's transportation
systems and to supplement, replace and rehabilitate facilities and
equipment, and also granted certain additional bonding authorization
therefor.

State legislation accompanying the 1996-97 adopted State budget
authorized the MTA, TBTA and TA to issue an aggregate of $6.5 billion
in bonds to finance a portion of a new $11.98 billion MTA capital plan
for the 1995 through 1999 calendar years (the "1995-99 Capital
Program"), and authorized the MTA to submit the 1995-99 Capital Program
to the Capital Program Review Board for approval. This plan supersedes
the overlapping portion of the MTA's 1992-96 Capital Program. This is
the fourth 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 systems
by investing in new rolling stock, maintaining replacement schedules
for existing assets and bringing the MTA system into a state of good
repair. The 1995-99 Capital Program assumes the issuance of an
estimated $5.1 billion in bonds under this $6.5 billion aggregate
bonding authority. The remainder of the plan is projected to be
financed through assistance from the State, the Federal government, and
the City of New York, and from various other revenues generated from
actions taken by the MTA.

There can be no assurance that such governmental actions will be
taken, that sources currently identified will not be decreased or
eliminated, or that the 1995-1999 Capital Program will not be delayed
or reduced. If the MTA capital program is delayed or reduced because
of funding shortfalls or other factors, ridership and fare revenues may
decline, which could, among other things, impair the MTA's ability to
meet its operating expenses without additional State assistance.

The cities, towns, villages and school districts of the State are
political subdivisions of the State with the powers granted by the
State Constitution and statutes. As the sovereign, the State retains
broad powers and responsibilities with respect to the government,
finances and welfare of these political subdivisions, especially in
education and social services. In recent years the State has been
called upon to provide added financial assistance to certain
localities.

Other Localities. Certain localities in addition to the City
could have financial problems leading to requests for additional State
assistance during the last several State fiscal years. The potential
impact on the State of such actions by localities is not included in
the projections of the State receipts and disbursements in the State's
1996-97 fiscal year.

Fiscal difficulties experienced by the City of Yonkers resulted in
the re-establishment of the Financial Control Board for the City of
Yonkers by the State in 1984. That Board is charged with oversight of
the fiscal affairs of Yonkers. Future actions taken by the State to
assist Yonkers could result in increased State expenditures for
extraordinary local assistance.

Beginning in 1990, the City of Troy experienced a series of
budgetary deficits that resulted in the establishment of a Supervisory
Board for the City of Troy in 1994. The Supervisory Board's powers
were increased in 1995, when Troy MAC was created to help Troy avoid
default on certain obligations. The legislation creating Troy MAC
prohibits the City of Troy from seeking federal bankruptcy protection
while Troy MAC bonds are outstanding.

Seventeen municipalities received extraordinary assistance during
the 1996 legislative session through $50 million in special
appropriations targeted for distressed cities.

Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1994, the total indebtedness
of all localities in the State, other than the City, was approximately
$17.7 billion. A small portion (approximately $82.9 million) of this
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 the City authorized
by State law to issue debt to finance deficits during the period that
such deficit financing is outstanding. Seventeen localities had
outstanding indebtedness for deficit financing at the close of their
fiscal year ending in 1994.

From time to time, Federal expenditure reductions could reduce, or
in some cases eliminate, Federal funding of some local programs and
accordingly might impose substantial increased expenditure requirements
on affected localities to increase local revenues to sustain those
expenditures. If the State, the City or any of the Agencies were to
suffer serious financial difficulties jeopardizing their respective
access to the public credit markets, the marketability of notes and
bonds issued by localities within the State could be adversely
affected. Localities also face anticipated and potential problems
resulting from certain pending litigation, judicial decisions and
long-range economic trends. The longer-range, potential problems of
declining city population, increasing expenditures and other economic
trends could adversely affect localities and require increasing State
assistance in the future.

Certain litigation pending against the State or its officers or
employees could have a substantial or long-term adverse effect on State
finances. Among the more significant of these litigations are those
that involve: (i) the validity and fairness of agreements and treaties
by which various Indian tribes transferred title to the State of
approximately six million acres of land in central New York; (ii)
certain aspects of the State's Medicaid rates and regulations,
including reimbursements to providers of mandatory and optional
Medicaid services; (iii) contamination in the Love Canal area of
Niagara Falls; (iv) a challenge to the State's practice of reimbursing
certain Office of Mental Health patient-care expenses with clients'
Social Security benefits; (v) a challenge to the methods by which the
State reimburses localities for the administrative costs of food stamp
programs; (vi) a challenge to the State's possession of certain funds
taken pursuant to the State's Abandoned Property law; (vii) alleged
responsibility of State officials to assist in remedying racial
segregation in the City of Yonkers; (viii) an action, in which the
State is a third party defendant, for injunctive or other appropriate
relief, concerning liability for the maintenance of stone groins
constructed along certain areas of Long Island's shoreline;
(ix) actions challenging the constitutionality of legislation enacted
during the 1990 legislative session which changed the actuarial funding
methods for determining contributions to State employee retirement
systems; (x) an action against State and City officials alleging that
the present level of shelter allowance for public assistance recipients
is inadequate under statutory standards to maintain proper housing;
(xi) an action challenging legislation enacted in 1990 which had the
effect of deferring certain employer contributions to the State
Teachers' Retirement System and reducing State aid to school districts
by a like amount; (xii) a challenge to the constitutionality of
financing programs of the Thruway Authority authorized by Chapters 166
and 410 of the Laws of 1991 (described below in this Part); (xiii) a
challenge to the constitutionality of financing programs of the
Metropolitan Transportation Authority and the Thruway Authority
authorized by Chapter 56 of the Laws of 1993 (described below in this
Part); (xiv) challenges to the delay by the State Department of Social
Services in making two one-week Medicaid payments to the service
providers; (xv) challenges by commercial insurers, employee welfare
benefit plans, and health maintenance organizations to provisions of
Section 2807-c of the Public Health Law which impose 13%, 11% and 9%
surcharges on inpatient hospital bills and a bad debt and charity care
allowance on all hospital bills paid by such entities; (xvi) challenges
to the promulgation of the State's proposed procedure to determine the
eligibility for and nature of home care services for Medicaid
recipients; (xvii) a challenge to State implementation of a program
which reduces Medicaid benefits to certain home-relief recipients; and
(xviii) challenges to the rationality and retroactive application of
State regulations recelebrating nursing home Medicaid rates.

(2) New York City. In the mid-1970s, the City had large
accumulated past deficits and until recently was not able to generate
sufficient tax and other ongoing revenues to cover expenses in each
fiscal year. However, the City has achieved balanced operating results
for each of its fiscal years since 1981 as reported in accordance with
the then-applicable GAAP standards. The City's ability to maintain
balanced operating results in future years is subject to numerous
contingencies and future developments.

In 1975, the City became unable to market its securities and
entered a period of extraordinary financial difficulties. In response
to this crisis, the State created MAC to provide financing assistance
to the City and also enacted the New York State Financial Emergency Act
for the City of New York (the "Emergency Act") which, among other
things, created the Financial Control Board (the "Control Board") to
oversee the City's financial affairs and facilitate its return to the
public credit markets. The State also established the Office of the
State Deputy Comptroller ("OSDC") to assist the Control Board in
exercising its powers and responsibilities. On June 30, 1986, the
Control Board's powers of approval over the City Financial Plan were
suspended pursuant to the Emergency Act. However, the Control Board,
MAC and OSDC continue to exercise various monitoring functions relating
to the City's financial condition. The City prepares and operates
under a four-year financial plan which is submitted annually to the
Control Board for review and which the City periodically updates.

The City's independently audited operating results for each of its
fiscal years from 1981 through 1995 show a General Fund surplus
reported in accordance with GAAP. The City has eliminated the
cumulative deficit in its net General Fund position.

During the 1990 and 1991 fiscal years, as a result of a slowing
economy, the City has experienced significant shortfalls in almost all
of its major tax sources and increases in social services costs, and
was required to take actions to close substantial budget gaps in order
to maintain balanced budgets in accordance with the Financial Plan.

According to a recent OSDC economic report, the City's economy was
slow to recover from the recession and was expected to have experienced
a weak employment situation, and moderate wage and income growth,
during the 1995-96 period. Also, Financial Plan reports of OSDC, the
Control Board, and the City Comptroller have variously indicated that
many of the City's balanced budgets have been accomplished, in part,
through the use of non-recurring resource, tax and fee increases,
personnel reductions and additional State assistance; that the City has
not yet brought its long-term expenditures in line with recurring
revenues; that the City's proposed gap-closing programs, if
implemented, would narrow future budget gaps; that these programs tend
to rely heavily on actions outside the direct control of the City; and
that the City is therefore likely to continue to face futures projected
budget gaps requiring the City to reduce expenditures and/or increase
revenues. According to the most recent staff reports of OSDC, the
Control Board and the City Comptroller during the four-year period
covered by the current Financial Plan, the City is relying on obtaining
substantial resources from initiatives needing approval and cooperation
of its municipal labor unions, Covered Organizations, and City Council,
as well as the State and Federal governments, among others, and there
can be no assurance that such approval can be obtained.

The City requires certain amounts of financing for seasonal and
capital spending purposes. The City issued $1.75 billion of notes for
seasonal financing purposes during the 1994 fiscal year. The City's
capital financing program projects long-term financing requirements of
approximately $17 billion for the City's fiscal years 1995 through 1998
for the construction and rehabilitation of the City's infrastructure
and other fixed assets. The major capital requirement include
expenditures for the City's water supply system, and waste disposal
systems, roads, bridges, mass transit, schools and housing. In
addition, the City and the Municipal Water Finance Authority issued
about $1.8 billion in refunding bonds in the 1994 fiscal year.

State Economic Trends. The State historically has been one of the
wealthiest states in the nation. For decades, however, the State has
grown more slowly than the nation as a whole, gradually eroding its
relative economic position. Statewide, urban centers have experienced
significant changes involving migration of the more affluent to the
suburbs and an influx of generally less affluent residents.
Regionally, the older Northeast cities have suffered because of the
relative success that the South and the West have had in attracting
people and business. The City has also had to face greater competition
as other major cities have developed financial and business
capabilities which make them less dependent on the specialized services
traditionally available almost exclusively in the City.

During the 1982-83 recession, overall economic activity in the
State declined less than that of the nation as a whole. However, in
the calendar years 1984 through 1991, the State's rate of economic
expansion was somewhat slower than that of the nation. In the 1990-91
recession, 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. The total employment growth rate in
the State has been below the national average since 1984. The
unemployment rate in the State dipped below the national rate in the
second half of 1981 and remained lower until 1991; since then, it has
been higher. According to data published by the U.S. Bureau of
Economic Analysis, during the past ten years, total personal income in
the State rose slightly faster than the national average only from 1986
through 1988.
APPENDIX D

Set forth below, as to each share class of each Fund, as
applicable, are those shareholders of record known by each Fund to own
5% or more of a class of shares of the Fund.

Dreyfus Cash Management

Institutional Shares: (1) Host Marriott Corporation, 10400
Fernwood Road, Dept. 902, Bethesda, MD 20817-1109 (7.78%); (2)
Laba & Company, c/o La Salle National Bank, PO Box 1443, Chicago,
IL 60690-1443 (5.94%); and (3) Norwest Bank Minnesota NA, (AMS) Attn:
CASH Sweep Processing, 733 Marquette Ave., 4th Floor, Minneapolis,
MN 55479-0052 (5.68%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Investor Shares: (1) Mellon Bank, N.A., AIS PT In-Process Account,
Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(24.05%); (2) Dreyfus Trust Company TTEE, FDC Incentive Savings
Plan, First Data Corp., One Cabot Road, #028-0031, Medford, MA
02155-5141 (19.82%); (3) Mellon Bank, N.A., AIS PL In-Process
Account, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA
15259 (16.28%); (4) Homfed Trust Company, Attn: Trust Operations,
625 Broadway, Suite 906, San Diego, CA 92101-5416 (11.22%); and
(5) Mellon Bank, N.A., Capital Markets Customers, One Mellon Bank
Center, Room 151-0440, Pittsburgh, PA 15258-0440 (6.80%).

Participant Shares: (1) Robert A. Kaplan & Frimette Kaplan, JTWROS,
390 First Avenue, New York, NY 10010-4933 (85.11%); and (2) Nichole
A. Kaplan & Frimette Kaplan, JTWROS, 390 First Avenue, New York, NY
10010-4933 (14.20%).

Dreyfus Cash Management Plus, Inc.

Institutional Shares: (1) BZW Barclays Global Investors NA, Attn:
Cash Desk, 45 Fremont Street, San Francisco, CA 94105-2204
(6.09%); and (2) Mellon Bank, N.A., Capital Markets Customers, One
Mellon Bank Center, Pittsburgh, PA 15258-0001 (7.23%).

Administrative Shares: (1) Capital Network Services, 1 Bush Street,
Floor 11, San Francisco, CA 94104-4425 (98.58%).

Investor Shares: (1) Barnett Bank of Jacksonville NA, Attn: Investment
Operations 572-1215, PO Box 45147, Jacksonville, FL 32232-5147 (34.33%);
and (2) Capital Network Services, 1 Bush Street, Floor 11, San Francisco,
CA 94104-4425 (27.35%).

Participant Shares: (1) California United Bank, FBO Stuart Cohen,
1900 Avenue of the Stars, Suite 18, Los Angeles, CA 90067-4309
(Account #1) (29.33%); (2) California United Bank, Investment
Services Division, 16030 Ventura Boulevard, Suite 650, Encino, CA
91436-2789 (Account #2) (27.07%); (3) Elliot Design, Inc., PSP
18201 South Santa Fe Avenue, Rancho Domingo, CA 90221 (21.53%); and
(4) California United Bank FBO, John A & Christine Helliwell, c/o Glass
& Roen, 16530 Ventura Boulevard, Suite 202, Encino, CA 91436-2789
(Account #3) (10.60%).

Dreyfus Government Cash Management

Institutional Shares: (1) Lark & Company, Account #2, Attn: Trust
Operations, PO Box 1471, Little Rock, AR 72203-1471 (6.89%); and
(2) First Interstate Bank of Texas, Attn: Investment Operations
Dept., PO Box 3326, Houston, TX 77253-3326 (6.69%).

Administrative Shares: (1) American Red Cross Lead Gen Fund, 8111
Gatehouse Road, Falls Church, VA 22042-1203 (57.17%); (2) Capital
Network Service, 1 Bush Street, Floor 11, San Francisco, CA 94104-4425
(37.49%); and (3) American Red Cross Benefit Account, 8111 Gatehouse
Road, Falls Church, VA 22042-1203 (5.34%).

Investor Shares: (1) Mellon Bank, N.A., AIS PL In-Process Account,
Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(19.59%); (2) Mellon Bank, N.A., AIS PT In-Process Account, Three
Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (16.26%);
(3) Capital Network Service, Sub #H98-1111008, 1 Bush Street,
Floor 11, San Francisco, CA 94104-4425 (8.06%); (4) Zweig Dimenna
Partners LP, 900 Third Avenue, New York, NY 10022-4728 (7.46%); and
(5) For Exclusive Benefit of Customers of FBS Investment Services
Inc., 100 South Fifth Street, Suite 1300, Minneapolis, MN 55402-
1210 (5.65%).

Participant Shares: (1) Robert A. Kaplan & Frimette Kaplan, JTWROS,
390 First Avenue, New York, NY 10010-4933 (85.12%); and (2) Nichole
A. Kaplan & Frimette Kaplan, JTWROS, 390 First Avenue, New York, NY
10010-4933 (14.20%)

Dreyfus Treasury Cash Management

Institutional Shares: (1) Chase Manhattan Bank NA, GSS as Agent,
Attn: Bond Collections Dept., 13th Floor, 770 Broadway, New York,
NY 10003-9522 (7.52%); and (2) Laba & Company, c/o LaSalle National
Bank, P.O. Box 1443 Chicago, IL 60690-1443 (5.99%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Investor Shares: (1) Mellon Bank, N.A., AIS PT In-Process Account,
Invest PRDTS, Three Mellon Bank Center, Room 153-2502, Pittsburgh,
PA 15259 (44.28%); (2) Harris Trust & Savings Bank, Attn: CIF Unit
200/12, 200 West Monroe Street, Chicago, IL 60606-5015 (23.45%);
and (3) First Security Bank of Utah, Attn: Money Market Desk, 5416 West
Amelia Earhart Drive, PO Box 25297, Salt Lake City, UT 84125-0297
(7.32%).

Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Dreyfus Treasury Prime Cash Management

Institutional Shares: (1) Allen & Co., Inc., 711 Fifth Ave., 8th
Floor, New York, NY 10022-3109 (7.10%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Investor Shares: (1) Saturn & Co, c/o Investors Bank & Trust Inc.,
Collections Securities Operations, 89 South Street, Floor Six,
Boston, MA 02111-2679 (22.12%); (2) Republic Bank California NA,
Investment Dept., 445 North Bedford Drive Floor Two, Beverly
Hills, CA 90210-4302 (13.68%); (3) Kinco & Co, c/o Republic National
Bank of NY, One Hanson Place, Brooklyn, NY 11243-2900 (10.42%);
Registrar and Transfer CO/LA Account, 10 Commerce Drive, Cranford,
NJ 07016-3506 (10.25%) (5) VAR & Company, First Trust National
Association, ITG Funds Control SPFT 0404, 180 Fifth Street East,
Saint Paul, MN 55101-1631 (9.92%); (6) Harris Trust & Savings Bank,
Attn: CIF Unit 200/12, 200 West Monroe Street, Chicago, IL 60606-5015
(7.75%); and (7) Capital Network Service, Sub #H98-1111008, One Bush
Street, Floor 11, San Francisco, CA 94104-4425 (6.12%).

Participant Shares: (1) California United Bank, Investment
Services Division, 16030 Ventura Boulevard, Suite 650, Encino, CA
91436-2789 (99.99%).

Dreyfus Municipal Cash Management Plus

Institutional Shares: (1) American National Bank & Trust, 740
Cherry Street, Chattanooga, TN 37402-1909 (13.84%); (2) Chemical
Bank Corp. Trust, 450 West 33rd Street, Floor 15, New York, NY
10001-2603 (6.02%); (3) Comerica Bank, Attn: Mutual Fund Operations,
PO Box 650282, Dallas, TX 75265-0282 (14.78%); (4) NBD Bank NA, 1
Indiana Square Suite 914, Indianapolis, IN 46266 (11.52%); (5) Crestar
Bank, 11 South 10th Street, Richmond, VA 23219-4001 (5.98%); (6) Comerica
Bank, Attn: Fixed Income, 100 Renaissance Center, Suite Nine, Detroit,
MI 48243-1006 (8.62%); and (7) Banc One Capital Corporation, 1717
Main Street, Dallas, TX 75201-4605 (5.52%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Investor Shares: (1) Capital Network Service, One Bush Street,
San Francisco, CA 94104-4425 (40.46%); (2) For Exclusive Benefit
of Customers of FBS Investment Services Inc., 100 South Fifth
Street, Suite 1300, Minneapolis, MN 55402-1210 (25.08%); (3)
Crestar Bank, 11 South 10th Street, Richmond, VA 23219-4001
(11.37%); (4) DYKE Industries, 309 Center Street, Little Rock, AR
72201-2603 (6.84%); and (5) Barnett Bank of Jacksonville, N.A.,
Attn: Investment Operations, 572-1215, P.O. Box 45147, Jacksonville,
Fl 32232-5147 (5.68%).

Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%)

Dreyfus Tax Exempt Cash Management

Institutional Shares: (1) Bank One Texas, Attn: Mutual Funds
Processing, Lower Level 2, 1717 Main Street, Dallas, TX 75201-4605
(10.13%); (2) Norwest Bank Minnesota NA, (AMS) Attn: Cash
Sweep Processing, 733 Marquette Ave. Floor 4, Minneapolis MN55479
(6.79%); (3) Central Fidelity Bank, Attn: Trust Securities
Operations, Variable Note Desk, 1021 East Cary Street, Richmond,
VA 23219-4000 (5.76%); and (4) Trussal & Co., c/o National Bank of
Detroit, P.O. Box 1770, Detroit, MI 48232 (5.03%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Investor Shares: (1) Mellon Bank, N.A., AIS DL In Process
Account, Three Mellon Bank Center, Pittsburgh, PA 15259 (24.01%);
(2) Bost & Company, 3 Mellon Bank Center, Pittsburgh, PA 15259 (18.14%);
(3) Saturn & Company, c/o Investors Bank & Trust Inc., Collections
Securities Operations, 89 South Street Floor 6, Boston, MA 02111-2679
(13.10%); (4) Southwest Bank of Texas NA, 4295 San Felipe Street, Houston,
TX 77027-2915 (9.69%); (5) Southern Bleachers Company, P.O. Box 1,
Graham, TX 76450-0001 (7.16%); and (6) Cudd & Company, Chase Manhattan
Bank, PTIS Attn: Robert Gray, 1211 Avenue of the Americas, Floor 35,
New York, NY 10036-8701 (6.00%).

Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Dreyfus New York Municipal Cash Management

Institutional Shares: (1) Hare & Company, c/o The Bank of New
York, Attn: Special Process Dept., One Wall Street, Floor 5, New
York, NY 10286-0001 (11.24%); and (2) Hare & Company, c/o The Bank
of New York, Attn: Short Term Investment Fund, One Wall Street,
Floor 5, New York, NY 10286 (5.54%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA
02109-1803 (100%).

Investor Shares: (1) Ronald M. Weiss & Helene A. Weiss JTTEN,
950 Park Avenue, New York, NY 10028-0320 (25.86%); (2) Royal Farms
Inc., 2101 Avenue X, Brooklyn, NY 11235-2910 (23.91%); (3) Midtown
Electric Supply Corp., 157 West 18th Street, New York, NY 10011-4101
(18.13%); (4) CDE Air Conditioning Co., 321 39th Street, Brooklyn, NY
11232-2903 (17.55%); and (5) Cowen & Company, Financial Square, New York,
NY 10005-3597 (10.49%).

Participant Shares: (1) Carolyn Lundgren, 9 Robin Hill Road,
Scarsdale, NY 10583-2607 (57.50%); (2) Milton Sokol & Company, Inc.,
92 Warren Street, New York, NY 10007-1004 (29.18%); and (3) William
Gould & Ruth Gould JT Ten, 528 East 4th Street, Brooklyn, NY 11218-4508
(10.85%).

FINANCIAL STATEMENTS and REPORTS OF INDEPENDENT AUDITORS

The financial statements and reports of independent auditors with
respect to the Funds, which are listed below, are incorporated by
reference into this Statement of Additional Information dated April 1,
1997. When requesting a copy of this Statement of Additional
Information, you will receive the annual report(s) for the Fund(s) in
which you are a shareholder.

Name of Fund Annual Report(s)

Dreyfus Cash Management January 31, 1997

Dreyfus Cash Management Plus, Inc. January 31, 1997
September 30, 1996

Dreyfus Government Cash Management January 31, 1997

Dreyfus Treasury Cash Management January 31, 1997
July 31, 1996

Dreyfus Treasury Prime Cash Management January 31, 1997
February 29, 1996

Dreyfus Municipal Cash Management Plus January 31, 1997
December 31, 1996

Dreyfus Tax Exempt Cash Management January 31, 1997

Dreyfus New York Municipal Cash Management January 31, 1997
July 31, 1996

Dreyfus Cash Management

PART C. OTHER INFORMATION
_________________________

Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________

(a) Financial Statements:

Included in Part A of the Registration Statement

Condensed Financial Information, with respect to Institutional
Shares, for each of the ten years in the period ended January
31, 1997; with respect to Investor Shares, for the period from
January 10, 1994 (commencement of initial offering) to January
31, 1994 and for each of the three years in the period ended
January 31, 1997; and with respect to Administrative Shares and
Participant Shares, for the period from November 21, 1996
(commencement of initial offerings) to January 31, 1997.

Incorporated by reference to Part B of the Registration
Statement:

Statement of Investments--January 31, 1997.

Statement of Assets and Liabilities--January 31, 1997.

Statement of Operations--year ended January 31, 1997.

Statement of Changes in Net Assets--for the years ended
January 31, 1996 and January 31, 1997.

Notes to Financial Statements.

Report of Ernst & Young LLP, Independent Auditors, dated
March 5, 1997.

All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.

Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________

(b) Exhibits:

(1) Registrant's Amended and Restated Agreement and Declaration of
Trust is incorporated by reference to Exhibit (1) of Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A, filed
on September 30, 1993.

(2) Registrant's By-Laws are incorporated by reference to Exhibit (2) of
Post-Effective Amendment No. 17 to the Registration Statement on
Form N-1A, filed on October 25, 1995.

(4) Specimen certificate for the Registrant's securities is incorporated
by reference to Exhibit (4) of Pre-Effective Amendment No. 3 to the
Registration Statement on Form N-1A, filed on March 24, 1987.

(5) Management Agreement is incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A, filed on March 24, 1995.

(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A, filed on March 24, 1995.

(8)(a) Amended and Restated Custody Agreement is incorporated by reference
to Exhibit (8)(a) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed on October 25, 1995.

(8)(b) Sub-Custodian Agreements is incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A, filed on October 25, 1995.

(9) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 20 to the Registration Statement
on Form N-1A, filed on September 20, 1996.

(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A, filed on October 25, 1995.

(11) Consent of Independent Auditors.

(15) Service Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A, filed on September 20, 1996.

(16) Schedules of Computation of Performance Data is incorporated by
reference to Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A, filed on May 27, 1994.

Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________

(18) Rule 18f-3 Plan is incorporated by reference to Exhibit
(18) of Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A, filed on September 20, 1996.

Other Exhibits
______________

(a) Power of Attorney of Joseph S. DiMartino is incorporated
by reference to Other Exhibits (a) of Post-Effective
Amendment No. 21 to the Registration Statement on Form N-
1A, filed on March 7, 1997. Powers of Attorney of the
other Trustees are incorporated by reference to Post-
Effective Amendment No. 20 to the Registration Statement
on Form N-1A, filed on September 20, 1996.

(b) Power of Attorney of Officer is incorporated by reference
to Other Exhibits (b) of Post-Effective Amendment No. 20
to the Registration Statement on Form N-1A, filed on
September 20, 1996.

(c) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibits (c) of Post-Effective
Amendment No. 20 to the Registration Statement on Form N-
1A, filed on September 20, 1996.

Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________

Not Applicable

Item 26. Number of Holders of Securities.
_______ ________________________________

(1) (2)

Number of Record
Title of Class Holders as of March 20, 1997
______________ _______________________________

Shares of Beneficial Interest
(Par Value $.001)

Institutional Shares 1,251
Administrative Shares 1
Investor Shares 170
Participant Shares 4

Item 27. Indemnification
_______ _______________

Reference is made to Article EIGHT of the Registrant's Amended and
Restated Agreement and Declaration of Trust previously filed as
Exhibit 1 to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A on September 30, 1993. The application of
these provisions is limited by Article 10 of the Registrant's By-
Laws previously filed as Exhibit 2 to Post-Effective Amendment No.
17 to the Registration Statement on Form N-1A on October 25, 1995
and by the following undertaking set forth in the rules promulgated
by the Securities and Exchange Commission: Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in such Act and will be
governed by the final adjudication of such
issue.

Reference is also made to the Distribution Agreement filed as
Exhibit (6) of Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A, filed on March 24, 1995.

Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________

The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act of
1940 and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily
as a registered broker-dealer of shares of investment companies
sponsored by Dreyfus and of other investment companies for which
Dreyfus acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Management, Inc., another wholly-owned
subsidiary, provides investment management services to various
pension plans, institutions and individuals.

Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________

Officers and Directors of Investment Adviser
____________________________________________

Name and Position
with Dreyfus Other Businesses
_________________ ________________

MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.

BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***

FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067

W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405

CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****

STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*

LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****;

WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.

WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109

MARK N. JACOBS Vice President, Secretary and Director:
Vice President, Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*

PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications

MARY BETH LEIBIG None
Vice President-
Human Resources

JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903

ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services

ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+

______________________________________

* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 131 Second Street, Lewes,
Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place, Boston,
Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.

Item 29. Principal Underwriters
________ ______________________

(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:

1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management Plus, Inc.
14) Dreyfus Connecticut Intermediate Municipal Bond Fund
15) Dreyfus Connecticut Municipal Money Market Fund, Inc.
16) Dreyfus Florida Intermediate Municipal Bond Fund
17) Dreyfus Florida Municipal Money Market Fund
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Income Funds
27) Dreyfus Institutional Money Market Fund
28) Dreyfus Institutional Short Term Treasury Fund
29) Dreyfus Insured Municipal Bond Fund, Inc.
30) Dreyfus Intermediate Municipal Bond Fund, Inc.
31) Dreyfus International Funds, Inc.
32) Dreyfus Investment Grade Bond Funds, Inc.
33) The Dreyfus/Laurel Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus LifeTime Portfolios, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus MidCap Index Fund
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus S&P 500 Index Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Stock Index Fund, Inc.
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) General California Municipal Bond Fund, Inc.
73) General California Municipal Money Market Fund
74) General Government Securities Money Market Fund, Inc.
75) General Money Market Fund, Inc.
76) General Municipal Bond Fund, Inc.
77) General Municipal Money Market Fund, Inc.
78) General New York Municipal Bond Fund, Inc.
79) General New York Municipal Money Market Fund
80) Premier Insured Municipal Bond Fund
81) Premier California Municipal Bond Fund
82) Premier Equity Funds, Inc.
83) Premier Global Investing, Inc.
84) Premier GNMA Fund
85) Premier Growth Fund, Inc.
86) Premier Municipal Bond Fund
87) Premier New York Municipal Bond Fund
88) Premier State Municipal Bond Fund
89) Premier Strategic Growth Fund
90) Premier Value Fund

(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________

Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer

Joseph F. Tower, III+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer

John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary

Roy M. Moura+ First Vice President None

Dale F. Lampe+ Vice President None

Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer

Paul Prescott+ Vice President None

Elizabeth A. Keeley++ Vice President Vice President
and Assistant
Secretary

Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk

John W. Gomez+ Director None

William J. Nutt+ Director None

________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.

Item 30. Location of Accounts and Records
________________________________

1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671

2. The Bank of New York
90 Washington Street
New York, New York 10286

3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671

4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

Item 31. Management Services
_______ ___________________

Not Applicable

Item 32. Undertakings
________ ____________

(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a Board member or Board members when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares and in connection with such
meeting to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder
communications.

SIGNATURES
---------------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 25th day of March, 1997.

DREYFUS CASH MANAGEMENT

BY: /s/Marie E. Connolly*
----------------------------
Marie E. Connolly, PRESIDENT

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signatures Title Date
__________________________ _______________________________ ________

/s/Marie E. Connolly* President and Treasurer 03/25/97
- -------------------------- (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)

/s/Joseph S. DiMartino*
- -------------------------- Trustee 03/25/97
Joseph S. DiMartino

/s/David W. Burke* Trustee 03/25/97
- --------------------------
David W. Burke

/s/Isabel P. Dunst* Trustee 03/25/97
- --------------------------
Isabel P. Dunst

/s/Lyle E. Gramley* Trustee 03/25/97
- --------------------------
Lyle E. Gramley

/s/Warren B. Rudman* Trustee 03/25/97
- --------------------------
Warren B. Rudman

*BY: /s/ Elizabeth Keeley
______________________
Elizabeth Keeley
Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT

24(b)(11) Consent of Independent Auditors

Financial Data Schedule

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the incorporation
by reference of our report dated March 5, 1997, incorporated by reference
in this Registration Statement (Form N-1A No. 2-94930) of Dreyfus Cash
Management.

ERNST & YOUNG LLP

New York, New York
March 20, 1997

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