DREYFUS CASH MANAGEMENT
485APOS, 1999-04-01
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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. 25                                  [ X ]
    


                                   and/or

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

     Amendment No. 25                                                 [ 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)
     ----
   

          on     (date)      pursuant to paragraph (b)
     ----
    

          60 days after filing pursuant to paragraph (a)(i)
     ----
   

      X   on June 1, 1999 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.
     ----
   
    


Dreyfus Cash Management Funds

Dreyfus Cash Management

Dreyfus Cash Management Plus

Dreyfus Government Cash Management

Dreyfus Government Prime 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

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

PROSPECTUS June 1, 1999

INSTITUTIONAL SHARES

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




<PAGE>




<PAGE>


Contents

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

Introduction                                                              1

Dreyfus Cash Management                                                   2

Dreyfus Cash Management Plus                                              4

Dreyfus Government
Cash Management                                                           6

Dreyfus Government Prime
Cash Management                                                           8

Dreyfus Treasury Cash Management                                         10

Dreyfus Treasury Prime
Cash Management                                                          12

Dreyfus Tax Exempt
Cash Management                                                          14

Dreyfus Municipal
Cash Management Plus                                                     16

Dreyfus New York Municipal
Cash Management                                                          18

Management                                                               20

Financial Highlights                                                     21

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

Account Policies                                                         26

Distributions and Taxes                                                  28

Services for Fund Investors                                              28

Instructions for Account Transactions                                    29

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

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

The Funds

Introduction

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

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

Generally,  each  fund  is  required to invest at least 95% of its assets in the
securities  of  issuers with the highest credit rating or the unrated equivalent
as  determined  by  Dreyfus,  with the remainder invested in securities with the
second   highest  credit  rating.  Dreyfus  Cash  Management  and  Dreyfus  Cash
Management  Plus  intend  to  purchase securities with the highest credit rating
only,  or  the  unrated equivalent. Dreyfus Government Prime Cash Management and
Dreyfus  Treasury  Prime  Cash  Management  invest only in government-guaranteed
securities.

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

Concepts to understand

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

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

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

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

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

                                                                      The Funds

<PAGE>


                                                        Dreyfus Cash Management

GOAL/APPROACH

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

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

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

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate collateral may be delayed because it is not in the fund's possession.





<PAGE 2>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER:                    Q2 '89                          +2.45%

WORST QUARTER:                   Q2 '93                          +0.77%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98



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

5.51%                              5.31%                           5.75%

What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                           none

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: Dreyfus has agreed to pay all fund expenses other than the
management fee with respect to Institutional shares. This understanding is
voluntary and may be terminated at any time upon at least 90 days' prior notice
to investors.

<PAGE 3>

                                                   Dreyfus Cash Management Plus

GOAL/APPROACH

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

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

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

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

(pound)  asset-backed    securities

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate collateral may be delayed because it is not in the fund's possession.





<PAGE 4>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit B]
BEST QUARTER:                    Q2 '98                          +2.47%

WORST QUARTER:                   Q2 '93                          +0.77%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)



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

5.55%                              5.37%                           5.80%

What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 5>

                                             Dreyfus Government Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund invests in securities issued or guaranteed as to
principal   and   interest   by   the   U.S.   government  or  its  agencies  or
instrumentalities,  and  repurchase  agreements  (including tri-party repurchase
agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate collateral may be delayed because it is not in the fund's possession.





<PAGE 6>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit C]
BEST QUARTER:                    Q2 '89                          +2.36%

WORST QUARTER:                   Q2 '93                          +0.77%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)



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

5.41%                              5.27%                           5.69%

What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 7>

                                       Dreyfus Government Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 8>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit D]
BEST QUARTER:                    QX 'XX                            XXX%

WORST QUARTER:                   QX 'XX                            XXX%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------
What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 9>

                                               Dreyfus Treasury Cash Management

GOAL/APPROACH

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

To pursue this goal, the fund only invests in securities issued or guaranteed as
to  principal  and  interest  by  the U.S. government, and repurchase agreements
(including tri-party repurchase agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate collateral may be delayed because it is not in the fund's possession.





<PAGE 10>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit E]
BEST QUARTER:                    Q2 '89                          +2.34%

WORST QUARTER:                   Q4 '93                          +0.74%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)



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

5.28%                              5.15%                           5.58%

What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 11>

                                         Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 12>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit F]
BEST QUARTER:                    Q2 '89                          +2.20%

WORST QUARTER:                   Q2 '93                          +0.74%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)



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

5.14%                              5.06%                           5.48%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 13>

                                             Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  the fund occasionally may invest in taxable money market instruments, when
acceptable municipal obligations are not available for investment.

Currently,  the  fund  is  managed  so  that income paid by the fund will not be
subject    to    the    federal    alternative    minimum    tax.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 14>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit G]
BEST QUARTER:                    Q2 '89                          +1.65%

WORST QUARTER:                   Q1  '94                         +0.54%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)



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

3.29%                              3.31%                           3.84%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 15>

                                         Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  interest  from  some  of  its  holdings  may  be  subject  to  the federal
alternative  minimum  tax.  In  addition,  the  fund  occasionally may invest in
taxable  money market instruments, when acceptable municipal obligations are not
available for investment.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 16>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit H]
BEST QUARTER:                    Q1 '91                          +1.27%

WORST QUARTER:                   Q1 '94                          +0.56%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                            5 Years                       (10/15/90)
- --------------------------------------------------------------------------------

3.41%                              3.41%                           3.49%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 17>

                                     Dreyfus New York Municipal Cash Management

GOAL/APPROACH

The  fund  seeks as high a level of current income exempt from federal, New York
state  and  New  York  city  personal  income  tax  as  is  consistent  with the
preservation of capital and the maintenance of liquidity.

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations, the interest from which is exempt from federal, New York
state and New York city personal income tax. When the portfolio manager believes
that  acceptable  New York municipal obligations are unavailable for investment,
the  fund may invest in securities that may be subject to New York state and New
York  city  income  taxes,  but  are  free  from  federal  income tax. Municipal
obligations are typically divided into two types:

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

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

Although  the  fund' s  objective is to generate income exempt from federal, New
York  state  and  New York city income taxes, interest from some of its holdings
may  be  subject  to  the federal alternative minimum tax. In addition, the fund
occasionally  may  invest  in  municipal  obligations  that are exempt only from
federal  income  tax,  when  acceptable  New  York municipal obligations are not
available   for  investment,  or  in  taxable  money  market  instruments,  when
acceptable municipal obligations are unavailable generally.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

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





<PAGE 18>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Institutional  shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit I]
BEST QUARTER:                    Q2 '95                          +0.99%

WORST QUARTER:                   Q1  '93                         +0.49%

The  7-day yield for Institutional Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for the current yield for Institutional Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                           (11/4/91)
- --------------------------------------------------------------------------------

3.23%                              3.26%                           3.03%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

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

TOTAL                                                                   0.20%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

OTHER EXPENSES: As to the Fund's Institutional Shares, under an agreement with
Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund
expenses directly (except taxes, interest, brokerage, and extraordinary
expenses). Dreyfus may terminate this agreement upon at least 90 days' prior
notice to investors, but has committed not to do so at least through May 31,
2000.

<PAGE 19>

MANAGEMENT

The  investment  adviser  for  each  fund  is  The Dreyfus Corporation, 200 Park
Avenue,  New  York,  New York 10166. Founded in 1947, Dreyfus manages one of the
nation's leading mutual fund complexes, with more than $121 billion in more than
160  mutual  fund  portfolios.  Dreyfus  is  the primary mutual fund business of
Mellon Bank Corporation, a broad-based financial services company with a bank at
its  core.  With  more  than  $389  billion  of assets under management and $1.9
trillion  of  assets  under  administration  and custody, Mellon provides a full
range  of  banking,  investment  and trust products and services to individuals,
businesses  and  institutions.  Its  mutual  fund  companies place Mellon as the
leading  bank  manager  of  mutual funds. Mellon is headquartered in Pittsburgh,
Pennsylvania.

Management philosophy

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

Concepts to understand

YEAR 2000 ISSUES: these funds could be adversely affected if the computer
systems used by Dreyfus and the funds' other service providers do not properly
process and calculate date-related information from and after January 1, 2000.

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which these funds invest may be
adversely affected by year 2000-related problems. This could have an impact on
the value of a fund's investments and its share price.




<PAGE 20>

FINANCIAL HIGHLIGHTS

The  following  tables  describe  the  performance  of each fund's Institutional
shares  for  the  fiscal  periods  indicated. "Total return" shows how much your
investment  in  the fund would have increased (or decreased) during each period,
assuming  you had reinvested all dividends and distributions. These figures have
been  independently  audited  by         , whose report, along with the
fund's financial statements, is included in the annual report.
<TABLE>
<CAPTION>
<CAPTION>
<S>                                                                              <C>        <C>        <C>       <C>        <C>

                                                                                                YEAR ENDED JANUARY 31,

 DREYFUS CASH MANAGEMENT                                                         1999       1998       1997      1996       1995
- - -----------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

                                                                         YEAR ENDED     PERIOD ENDED
                                                                         JANUARY 31,     JANUARY 31,   YEAR ENDED SEPTEMBER 30,

 DREYFUS CASH MANAGEMENT PLUS                                        1999        1998       1997       1996      1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

                                                           Financial Highlights



<PAGE 21>

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                                 YEAR ENDED JANUARY 31,

 DREYFUS GOVERNMENT CASH MANAGEMENT                                              1999       1998       1997      1996       1995
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

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

Net assets, end of period ($ x 1,000)

                                                                                             PERIOD ENDED JANUARY 31,

 DREYFUS GOVERNMENT PRIME CASH MANAGEMENT                                                              1999
- -------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

PER-SHARE DATA ($)

 Net asset value, beginning of period

 Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)

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

 Net assets, end of period ($ x 1,000)


<PAGE 22>


                                                                         YEAR ENDED   SIX MONTHS ENDED
                                                                         JANUARY 31,     JANUARY 31,      YEAR ENDED JULY 31,

 DREYFUS TREASURY CASH MANAGEMENT                                    1999        1998      1997(1)     1996      1995       1994
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

                                                                         YEAR ENDED     PERIOD ENDED
                                                                         JANUARY 31,     JANUARY 31,  YEAR ENDED FEBRUARY 28/29,

 DREYFUS TREASURY PRIME CASH MANAGEMENT                              1999        1998      1997(1)     1996      1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

                                                           Financial Highlights

<PAGE 23>


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                                  YEAR ENDED JANUARY 31,

 DREYFUS TAX EXEMPT CASH MANAGEMENT                                              1999       1998       1997      1996       1995
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

                                                                         YEAR ENDED   SIX MONTHS ENDED
                                                                         JANUARY 31,     JANUARY 31,      YEAR ENDED JULY 31,

 DREYFUS MUNICIPAL CASH MANAGEMENT PLUS                              1999        1998      1997(1)     1996      1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

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

Net assets, end of period ($ x 1,000)


<PAGE 24>


                                                                         YEAR ENDED   SIX MONTHS ENDED
                                                                         JANUARY 31,     JANUARY 31,      YEAR ENDED JULY 31,

 DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT                          1999        1998      1997(1)     1996      1995       1994
- -------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

                                                           Financial Highlights

<PAGE 25>


                                                            Account Information

ACCOUNT POLICIES

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

Buying shares

THE  PRICE  FOR  FUND  SHARES  is  the  fund' s  net asset value (NAV), which is
generally  calculated  twice  a  day, at 5 p.m. and 8 p.m. for the taxable money
market funds, and 12 noon and 8 p.m. for the municipal money market funds, every
day  the  New  York  Stock  Exchange,  or  the transfer agent as to Dreyfus Cash
Management  and  Dreyfus  Cash  Management  Plus only, is open. An order will be
priced  at  the  next  NAV  calculated after the order is accepted by the fund's
transfer  agent  or  other authorized entity. Each fund's investments are valued
based  on  amortized cost. As a result, portfolio securities are valued at their
acquisition cost, adjusted for discounts or premiums reflected in their purchase
price. This method of valuation is designed for the fund to be able to price its
shares at $1.00 per share.

As  to Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government
Cash  Management,  and  Dreyfus  Treasury Cash Management, orders in proper form
placed  prior  to 5:00 p.m., and payments for which are received in or converted
into  Federal  Funds by the fund's custodian by 6:00 p.m., will become effective
at the price determined at 5:00 p.m. on that day. In this case, shares purchased
will receive the dividend declared on that day.

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

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

All times are Eastern time.




<PAGE 26>

ACCOUNT POLICIES (CONTINUED)

As  to  each  municipal money market fund, investors whose orders in proper form
are  placed  and  payments  for  which are received in or converted into Federal
Funds  by  the  fund' s custodian, prior to 12:00 noon, will be effective at the
price  determined at 12:00 noon on that day. In this case, shares purchased will
receive the dividend declared on that day.

Orders  effected  through  a  compatible computer facility after 12:00 noon, but
prior  to  8:00 p.m., will become effective at the price determined at 8:00 p.m.
on that day, if Federal Funds are received by the fund's custodian by 11:00 a.m.
on the following business day. In this case, shares purchased will start earning
dividends  on  the  business  day following the date the order became effective.
Orders  effected  in  proper  form  between 12:00 noon and 8:00 p.m., by a means
other  than  a  computer  compatible  facility,  will  become  effective  on the
following business day.

All times are Eastern time.
- --------------------------------------------------------------------------------

Minimum investments

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

INSTITUTIONAL SHARES               $10,000,000*               NONE

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

Selling shares

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

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

General policies

UNLESS  THE  INVESTOR  DECLINES  TELEPHONE  PRIVILEGES  on  the application, the
investor  may  be  responsible  for  any  fraudulent  telephone order as long as
Dreyfus    takes    reasonable    measures    to    verify    the    order.

EACH    FUND    RESERVES    THE    RIGHT    TO:

(pound)  refuse any purchase or exchange request that could adversely affect the
fund or its operations

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

(pound)  change its minimum investment amounts

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

Each  fund  also reserves the right to make a "redemption in kind" -- payment in
portfolio  securities rather than cash -- if the amount being redeemed is deemed
by the manager to be large enough to affect fund operations.

                                                            Account Information



<PAGE 27>

DISTRIBUTIONS AND TAXES

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

DIVIDENDS  AND  DISTRIBUTIONS PAID by the taxable money market funds are taxable
to  U.S.  shareholders  as  ordinary  income  (unless  the  investment  is  in a
tax-advantaged account).

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

The  tax  status  of  any  distribution  is  the same regardless of how long the
investor  has  been in the fund and whether the investor reinvests distributions
or    take    them    in    cash.

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

SERVICES FOR FUND INVESTORS

Exchange privilege

AN  INVESTOR  MAY  PURCHASE, in exchange for Institutional shares of any Dreyfus
Cash  Management fund, Institutional shares of any other Dreyfus Cash Management
fund,  or  of  Dreyfus  Institutional Short Term Treasury Fund, a fund which has
different investment objectives that may be of interest to investors. Be sure to
read  the  current prospectus for Dreyfus Institutional Short Term Treasury Fund
before  exchanging  into  it.  An  exchange  may  be  requested in writing or by
telephone.  Any  new  account established through an exchange will have the same
privileges  as  the  original  account (as long as they are available). There is
currently no fee for exchanges.

Dreyfus Auto-Exchange privilege

DREYFUS  AUTO-EXCHANGE  PRIVILEGE  enables an investor to invest regularly (on a
monthly, semi-monthly, quarterly or annual basis), in exchange for Institutional
Shares of any Dreyfus Cash Management fund, in Institutional Shares of any other
Dreyfus  Cash  Management  fund  or in Dreyfus Institutional Short Term Treasury
Fund,  if  the investor is a shareholder in such fund. There is currently no fee
for this privilege.

Account statements

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

Concepts to understand

DIVIDENDS: income or interest paid by the investments in a fund's portfolio, net
of expenses, passed on to fund shareholders.

DISTRIBUTIONS: income, net of expenses passed on to fund shareholders. These are
calculated on a per-share basis: each share earns the same rate of return, so
the more fund shares you own, the higher your distribution.





<PAGE 28>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS

   TO OPEN AN ACCOUNT

            By Telephone

   Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

   WIRE  Transmit your investment to
The Bank of New York, with these instructions:

   * ABA# 021000018

   * fund name and DDA#

   * Dreyfus Cash Management
     DDA# 8900052015

   * Dreyfus Cash Management Plus
     DDA# 8900052252

   * Dreyfus Government Cash Management
     DDA# 8900052023

   * Dreyfus Government Prime
     Cash Management
     DDA# 8900337273

   * Dreyfus Treasury Cash Management
     DDA# 8900052112

   * Dreyfus Treasury Prime
     Cash Management
     DDA# 8900052317

   * Dreyfus Tax Exempt Cash Management
     DDA# 8900051965

   * Dreyfus Municipal Cash Management Plus
     DDA# 8900119136

   * Dreyfus New York Municipal
     Cash Management
     DDA# 8900208805

   * the share class

   * your Social Security or tax ID number

   * account registration

   * dealer number, if applicable

   * account number

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

TO ADD TO AN ACCOUNT

Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

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

* ABA# 021000018

* fund name and DDA#

* Dreyfus Cash Management
  DDA# 8900052015

* Dreyfus Cash Management Plus
  DDA# 8900052252

* Dreyfus Government Cash Management
  DDA# 8900052023

* Dreyfus Government Prime Cash Management
  DDA# 8900337273

* Dreyfus Treasury Cash Management
  DDA# 8900052112

* Dreyfus Treasury Prime Cash Management
  DDA# 8900052317

* Dreyfus Tax Exempt Cash Management
  DDA# 8900051965

* Dreyfus Municipal Cash Management Plus
  DDA# 8900119136

* Dreyfus New York Municipal Cash Management
  DDA# 8900208805

* the share class

* account number

* account registration

* dealer number, if applicable

TO SELL SHARES

Before redeeming shares, call a Dreyfus Institutional Services Division
representative with information about your transaction.

WIRE  Be sure the fund has your bank account information on file. Proceeds will
be wired to your bank.

To open an account, make subsequent investments, or to sell shares, please
contact your Dreyfus Institutional Services Division Representative or call
1-800-346-3621. In New York, call 1-718-895-1650.

                                                            Account Information







<PAGE 29>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS (CONTINUED)

   TO OPEN AN ACCOUNT

            Via Computer Facilities

Access Lion Remote System, input new account data and retrieve account number
for your records.

TO ADD TO AN ACCOUNT

Access Lion Remote System. Enter:
* account number
* fund number: [share class: #]

* amount to buy

Print a report of transactions for your records.

TO SELL SHARES

Access Lion Remote System, confirm bank account information or select from
multiple wire instructions. Enter:
* account number
* fund number: [share class: #]

* amount to sell

Print a report of transactions for your records.

THE DREYFUS LION REMOTE SYSTEM provides institutional investment managers with
the ability to monitor, control and service their Dreyfus mutual fund accounts
through their personal computer. Investment managers use their modem with a
local access dial up network or use their Internet access with a digital
certificate for 128-bit encryption security. Please call Dreyfus Institutional
Services Division about the availability of other compatible computerized
trading systems.

For information about Dreyfus, access our Internet site at WWW.LIONSALES.COM.







<PAGE 30>

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<PAGE 31>


                     [This page intentionally left blank]


<PAGE 32>


                     [This page intentionally left blank]


<PAGE 33>


                                                           For More Information

Dreyfus Cash Management
- ----------------------------------

SEC file number:  811-4175

Dreyfus Cash Management Plus
- -----------------------------------

SEC file number:  811-5295

Dreyfus Government Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Government Prime Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Treasury Cash Management
- -----------------------------------

SEC file number:  811-4723

Dreyfus Treasury Prime Cash Management
- ----------------------------------

SEC file number:  811-5718

Dreyfus Tax Exempt Cash Management
- -----------------------------------

SEC file number:  811-3954

Dreyfus Municipal Cash Management Plus
- ----------------------------------

SEC file number:  811-6172

Dreyfus New York Municipal Cash Management
- -----------------------------------

SEC file number:  811-6395

To obtain information:

BY TELEPHONE Call your Dreyfus Institutional Services Division representative or
1-800-346-3621

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

BY MAIL  Write to:  Dreyfus Institutional Services Division 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144

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

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

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

Annual/Semiannual Reports

Describes   each   fund' s  performance,  and  lists  its  portfolio  holdings.

Statement of Additional Information (SAI)

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


(c) 1999, Dreyfus Service Corporation
_____SP0699

<PAGE>





Dreyfus Cash Management Funds

Dreyfus Cash Management

Dreyfus Cash Management Plus

Dreyfus Government Cash Management

Dreyfus Government Prime 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

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

PROSPECTUS June 1, 1999

ADMINISTRATIVE SHARES

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




<PAGE>




<PAGE>


Contents

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

Introduction                                                              1

Dreyfus Cash Management                                                   2

Dreyfus Cash Management Plus                                              4

Dreyfus Government
Cash Management                                                           6

Dreyfus Government Prime
Cash Management                                                           8

Dreyfus Treasury Cash Management                                         10

Dreyfus Treasury Prime
Cash Management                                                          12

Dreyfus Tax Exempt
Cash Management                                                          14

Dreyfus Municipal
Cash Management Plus                                                     16

Dreyfus New York Municipal
Cash Management                                                          18

Management                                                               20

Financial Highlights                                                     21

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

Account Policies                                                         26

Distributions and Taxes                                                  28

Services for Fund Investors                                              28

Instructions for Account Transactions                                    29

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

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

The Funds

Introduction

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

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

Generally,  each  fund  is  required to invest at least 95% of its assets in the
securities  of  issuers with the highest credit rating or the unrated equivalent
as  determined  by  Dreyfus,  with the remainder invested in securities with the
second   highest  credit  rating.  Dreyfus  Cash  Management  and  Dreyfus  Cash
Management  Plus  intend  to  purchase securities with the highest credit rating
only, or the unrated equivalent. Dreyfus Government Prime Management and Dreyfus
Treasury Prime Cash Management invest only in government guaranteed securities.

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

Concepts to understand

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

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

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

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

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

                                                                      The Funds

<PAGE>


                                                        Dreyfus Cash Management

GOAL/APPROACH

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

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

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

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 2>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER:                    Q4 '97                          +1.37%

WORST QUARTER:                   Q4 '98                          +1.27%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

5.40%                                                              5.42%

What this fund is -- and isn't

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

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




EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$XX                                  $XX                                  $XX                                  $XX
</TABLE>

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.



<PAGE 3>

                                                   Dreyfus Cash Management Plus

GOAL/APPROACH

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

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

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

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

(pound)  asset-backed    securities

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 4>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit B]
BEST QUARTER:                    Q3 '97                          +1.38%

WORST QUARTER:                   Q4 '98                          +1.27%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/24/94)
- --------------------------------------------------------------------------------

5.44%                                                              5.48%


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
- --------------------------------------------------------------------------------

Expense example

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

$XX                                  $XX                                  $XX                                  $XX
</TABLE>

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.


<PAGE 5>

                                             Dreyfus Government Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund invests in securities issued or guaranteed as to
principal   and   interest   by   the   U.S.   government  or  its  agencies  or
instrumentalities,  and  repurchase  agreements  (including tri-party repurchase
agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 6>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit C]
BEST QUARTER:                    Q4 '97                          +1.36%

WORST QUARTER:                   Q4 '98                          +1.22%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

5.30%                                                              5.36%

What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.





<PAGE 7>

                                       Dreyfus Government Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 8>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit D]
BEST QUARTER:                    QX 'XX                            XXX%

WORST QUARTER:                   QX 'XX                            XXX%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------


What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.



<PAGE 9>

                                               Dreyfus Treasury Cash Management

GOAL/APPROACH

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

To pursue this goal, the fund only invests in securities issued or guaranteed as
to  principal  and  interest  by  the U.S. government, and repurchase agreements
(including tri-party repurchase agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 10>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit E]
BEST QUARTER:                    Q4 '97                          +1.33%

WORST QUARTER:                   Q4 '98                          +1.16%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

5.17%                                                              5.24%


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.




<PAGE 11>

                                         Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 12>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit F]
BEST QUARTER:                    Q3 '97                          +1.29%

WORST QUARTER:                   Q4 '98                          +1.16%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

5.03%                                                              5.11%


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.




<PAGE 13>

                                             Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  the fund occasionally may invest in taxable money market instruments, when
acceptable municipal obligations are not available for investment.

Currently,  the  fund  is  managed  so  that income paid by the fund will not be
subject    to    the    federal    alternative    minimum    tax.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 14>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit G]
BEST QUARTER:                    Q2 '97                          +0.88%

WORST QUARTER:                   Q4 '98                          +0.75%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

3.18%                                                              3.29%

What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.



<PAGE 15>

                                         Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  interest  from  some  of  its  holdings  may  be  subject  to  the federal
alternative  minimum  tax.  In  addition,  the  fund  occasionally may invest in
taxable  money market instruments, when acceptable municipal obligations are not
available for investment.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 16>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit H]
BEST QUARTER:                    Q2 '97                          +0.90%

WORST QUARTER:                   Q4 '98                          +0.78%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

3.31%                                                              3.40%


What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.



<PAGE 17>

                                     Dreyfus New York Municipal Cash Management

GOAL/APPROACH

The  fund  seeks as high a level of current income exempt from federal, New York
state  and  New  York  city  personal  income  tax  as  is  consistent  with the
preservation of capital and the maintenance of liquidity.

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations, the interest from which is exempt from federal, New York
state and New York city personal income tax. When the portfolio manager believes
that  acceptable  New York municipal obligations are unavailable for investment,
the  fund may invest in securities that may be subject to New York state and New
York  city  income  taxes,  but  are  free  from  federal  income tax. Municipal
obligations are typically divided into two types:

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

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

Although  the  fund' s  objective is to generate income exempt from federal, New
York  state  and  New York city income taxes, interest from some of its holdings
may  be  subject  to  the federal alternative minimum tax. In addition, the fund
occasionally  may  invest  in  municipal  obligations  that are exempt only from
federal  income  tax,  when  acceptable  New  York municipal obligations are not
available   for  investment,  or  in  taxable  money  market  instruments,  when
acceptable municipal obligations are unavailable generally.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

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





<PAGE 18>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Administrative shares. The first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit I]
BEST QUARTER:                    Q2 '97                          +0.88%

WORST QUARTER:                   Q1 '98                          +0.73%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

3.13%                                                              3.25%

What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.10%

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

TOTAL                                                                   0.30%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.10% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Administrative shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.



<PAGE 19>

MANAGEMENT

The  investment  adviser  for  each  fund  is  The Dreyfus Corporation, 200 Park
Avenue,  New  York,  New York 10166. Founded in 1947, Dreyfus manages one of the
nation's leading mutual fund complexes, with more than $121 billion in more than
160  mutual  fund  portfolios.  Dreyfus  is  the primary mutual fund business of
Mellon Bank Corporation, a broad-based financial services company with a bank at
its  core.  With  more  than  $389  billion  of assets under management and $1.9
trillion  of  assets  under  administration  and custody, Mellon provides a full
range  of  banking,  investment  and trust products and services to individuals,
businesses  and  institutions.  Its  mutual  fund  companies place Mellon as the
leading  bank  manager  of  mutual funds. Mellon is headquartered in Pittsburgh,
Pennsylvania.

Management philosophy

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

Concepts to understand

YEAR 2000 ISSUES: these funds could be adversely affected if the computer
systems used by Dreyfus and the funds' other service providers do not properly
process and calculate date-related information from and after January 1, 2000.

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which these funds invest may be
adversely affected by year 2000-related problems. This could have an impact on
the value of a fund's investments and its share price.




<PAGE 20>

FINANCIAL HIGHLIGHTS

The  following  tables  describe  the  performance of each fund's Administrative
shares  for  the  fiscal  periods  indicated. "Total return" shows how much your
investment  in  the fund would have increased (or decreased) during each period,
assuming  you had reinvested all dividends and distributions. These figures have
been independently  audited  by         whose report, along with the fund's
financial statements, is included in the annual report.
<TABLE>
<CAPTION>
<S>                                                                             <C>        <C>                <C>
                                                                                    YEAR ENDED             PERIOD ENDED

                                                                                    JANUARY 31,              JANUARY 31,

 DREYFUS CASH MANAGEMENT                                                         1999       1998                1997(1)
- -----------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                    JANUARY 31,               JANUARY 31,

 DREYFUS CASH MANAGEMENT PLUS                                                    1999       1998                1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                           Financial Highlights



<PAGE 21>

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                     YEAR ENDED              PERIOD ENDED

                                                                                     JANUARY 31,               JANUARY 31,

 DREYFUS GOVERNMENT CASH MANAGEMENT                                              1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

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

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                             PERIOD ENDED JANUARY 31,

 DREYFUS GOVERNMENT PRIME CASH MANAGEMENT                                                             1999(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

 Net asset value, beginning of period

 Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)

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

 Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD FEBRUARY 23, 1998 (INCEPTION) THROUGH JANUARY 31, 1999.


<PAGE 22>


                                                                                   YEAR ENDED               PERIOD ENDED

                                                                                    JANUARY 31,               JANUARY 31,

 DREYFUS TREASURY CASH MANAGEMENT                                                1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                   YEAR ENDED                PERIOD ENDED

                                                                                    JANUARY 31,               JANUARY 31,

 DREYFUS TREASURY PRIME CASH MANAGEMENT                                          1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                           Financial Highlights

<PAGE 23>


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                    YEAR ENDED               PERIOD ENDED

                                                                                   JANUARY 31,                JANUARY 31,

 DREYFUS TAX EXEMPT CASH MANAGEMENT                                              1999       1998                1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                    YEAR ENDED               PERIOD ENDED

                                                                                    JANUARY 31,                JANUARY 31,

 DREYFUS MUNICIPAL CASH MANAGEMENT PLUS                                          1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

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

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.


<PAGE 24>


                                                                                   YEAR ENDED                PERIOD ENDED

                                                                                   JANUARY 31,                 JANUARY 31,

 DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT                                      1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                           Financial Highlights

<PAGE 25>


                                                            Account Information

ACCOUNT POLICIES

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

Buying shares

THE  PRICE  FOR  FUND  SHARES  is  the  fund' s  net asset value (NAV), which is
generally  calculated  twice  a  day, at 5 p.m. and 8 p.m. for the taxable money
market funds, and 12 noon and 8 p.m. for the municipal money market funds, every
day  the  New  York  Stock  Exchange,  or  the transfer agent as to Dreyfus Cash
Management  and  Dreyfus  Cash  Management  Plus only, is open. An order will be
priced  at  the  next  NAV  calculated after the order is accepted by the fund's
transfer  agent  or  other authorized entity. Each fund's investments are valued
based  on  amortized cost. As a result, portfolio securities are valued at their
acquisition cost, adjusted for discounts or premiums reflected in their purchase
price. This method of valuation is designed for the fund to be able to price its
shares at $1.00 per share.

As  to Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government
Cash  Management,  and  Dreyfus  Treasury Cash Management, orders in proper form
placed  prior  to 5:00 p.m., and payments for which are received in or converted
into  Federal  Funds by the fund's custodian by 6:00 p.m., will become effective
at the price determined at 5:00 p.m. on that day. In this case, shares purchased
will receive the dividend declared on that day.

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

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

All times are Eastern time.




<PAGE 26>

ACCOUNT POLICIES (CONTINUED)

As  to  each  municipal money market fund, investors whose orders in proper form
are  placed  and  payments  for  which are received in or converted into Federal
Funds  by  the  fund' s custodian, prior to 12:00 noon, will be effective at the
price  determined at 12:00 noon on that day. In this case, shares purchased will
receive the dividend declared on that day.

Orders  effected  through  a  compatible computer facility after 12:00 noon, but
prior  to  8:00 p.m., will become effective at the price determined at 8:00 p.m.
on that day, if Federal Funds are received by the fund's custodian by 11:00 a.m.
on the following business day. In this case, shares purchased will start earning
dividends  on  the  business  day following the date the order became effective.
Orders  effected  in  proper  form  between 12:00 noon and 8:00 p.m., by a means
other  than  a  computer  compatible  facility,  will  become  effective  on the
following business day.

All times are Eastern time.
- --------------------------------------------------------------------------------

Minimum investments

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

ADMINISTRATIVE SHARES              $10,000,000*               NONE

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

Selling shares

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

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

General policies

UNLESS  THE  INVESTOR  DECLINES  TELEPHONE  PRIVILEGES  on  the application, the
investor  may  be  responsible  for  any  fraudulent  telephone order as long as
Dreyfus    takes    reasonable    measures    to    verify    the    order.

EACH FUND RESERVES THE RIGHT TO:

(pound)  refuse any purchase or exchange request that could adversely affect the
         fund or its operations

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

(pound)  change its minimum investment amounts

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

Each  fund  also reserves the right to make a "redemption in kind" -- payment in
portfolio  securities rather than cash -- if the amount being redeemed is deemed
by the manager to be large enough to affect fund operations.

                                                            Account Information



<PAGE 27>

DISTRIBUTIONS AND TAXES

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

DIVIDENDS  AND  DISTRIBUTIONS PAID by the taxable money market funds are taxable
to  U.S.  shareholders  as  ordinary  income  (unless  the  investment  is  in a
tax-advantaged account).

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

The  tax  status  of  any  distribution  is  the same regardless of how long the
investor  has  been in the fund and whether the investor reinvests distributions
or    take    them    in    cash.

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

SERVICES FOR FUND INVESTORS

Exchange privilege

AN  INVESTOR  MAY PURCHASE, in exchange for Administrative shares of any Dreyfus
Cash Management fund, Administrative shares of any other Dreyfus Cash Management
fund,  or  of  Dreyfus  Institutional Short Term Treasury Fund, a fund which has
different investment objectives that may be of interest to investors. Be sure to
read  the  current prospectus for Dreyfus Institutional Short Term Treasury Fund
before  exchanging  into  it.  An  exchange  may  be  requested in writing or by
telephone.  Any  new  account established through an exchange will have the same
privileges  as  the  original  account (as long as they are available). There is
currently no fee for exchanges.

Dreyfus Auto-Exchange privilege

DREYFUS  AUTO-EXCHANGE  PRIVILEGE  enables an investor to invest regularly (on a
monthly,   semi-monthly,   quarterly   or   annual   basis)  , in  exchange  for
Administrative  shares  of  any  Dreyfus Cash Management fund, in Administrative
shares  of  any  other  Dreyfus Cash Management fund or in Dreyfus Institutional
Short  Term  Treasury Fund, if the investor is a shareholder in such fund. There
is currently no fee for this privilege.

Account statements

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

Concepts to understand

DIVIDENDS: income or interest paid by the investments in a fund's portfolio, net
of expenses, passed on to fund shareholders.

DISTRIBUTIONS: income, net of expenses passed on to fund shareholders. These are
calculated on a per-share basis: each share earns the same rate of return, so
the more fund shares you own, the higher your distribution.





<PAGE 28>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS

   TO OPEN AN ACCOUNT

            By Telephone

   Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

   WIRE  Transmit your investment to
The Bank of New York, with these instructions:

   * ABA# 021000018

   * fund name and DDA#

   * Dreyfus Cash Management
     DDA# 8900052015

   * Dreyfus Cash Management Plus
     DDA# 8900052252

   * Dreyfus Government Cash Management
     DDA# 8900052023

   * Dreyfus Government Prime
     Cash Management DDA# 8900337273

   * Dreyfus Treasury Cash Management
     DDA# 8900052112

   * Dreyfus Treasury Prime
     Cash Management DDA# 8900052317

   * Dreyfus Tax Exempt Cash Management
     DDA# 8900051965

   * Dreyfus Municipal Cash Management Plus
     DDA# 8900119136

   * Dreyfus New York Municipal
     Cash Management
     DDA# 8900208805

   * the share class

   * your Social Security or tax ID number

   * account registration

   * dealer number, if applicable

   * account number

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

TO ADD TO AN ACCOUNT

Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

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

* ABA# 021000018

* fund name and DDA#

* Dreyfus Cash Management
  DDA# 8900052015

* Dreyfus Cash Management Plus
  DDA# 8900052252

* Dreyfus Government Cash Management
  DDA# 8900052023

* Dreyfus Government Prime Cash Management
  DDA# 8900337273

* Dreyfus Treasury Cash Management
  DDA# 8900052112

* Dreyfus Treasury Prime Cash Management
  DDA# 8900052317

* Dreyfus Tax Exempt Cash Management
  DDA# 8900051965

* Dreyfus Municipal Cash Management Plus
  DDA# 8900119136

* Dreyfus New York Municipal Cash Management
  DDA# 8900208805

* the share class

* account number

* account registration

* dealer number, if applicable

TO SELL SHARES

Before redeeming shares, call a Dreyfus Institutional Services Division
representative with information about your transaction.

WIRE  Be sure the fund has your bank account information on file. Proceeds will
be wired to your bank.

To open an account, make subsequent investments, or to sell shares, please
contact your Dreyfus Institutional Services Division Representative or call
1-800-346-3621. In New York, call 1-718-895-1650.

                                                            Account Information







<PAGE 29>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS (CONTINUED)

   TO OPEN AN ACCOUNT

            Via Computer Facilities

Access Lion Remote System, input new account data and retrieve account number
for your records.

TO ADD TO AN ACCOUNT

Access Lion Remote System. Enter:
* account number
* fund number: [share class: #1]

* amount to buy

Print a report of transactions for your records.

TO SELL SHARES

Access Lion Remote System, confirm bank account information or select from
multiple wire instructions. Enter: * account number * fund number: [share class:
#]

* amount to sell

Print a report of transactions for your records.

THE DREYFUS LION REMOTE SYSTEM provides institutional investment managers with
the ability to monitor, control and service their Dreyfus mutual fund accounts
through their personal computer. Investment managers use their modem with a
local access dial up network or use their Internet access with a digital
certificate for 128-bit encryption security. Please call Dreyfus Institutional
Services Division about the availability of other compatible computerized
trading systems.

For information about Dreyfus, access our Internet site at WWW.LIONSALES.COM.







<PAGE 30>

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<PAGE 31>


                     [This page intentionally left blank]


<PAGE 32>


                     [This page intentionally left blank]


<PAGE 33>


                                                           For More Information

Dreyfus Cash Management
- ----------------------------------

SEC file number:  811-4175

Dreyfus Cash Management Plus
- -----------------------------------

SEC file number:  811-5295

Dreyfus Government Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Government Prime Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Treasury Cash Management
- -----------------------------------

SEC file number:  811-4723

Dreyfus Treasury Prime Cash Management
- ----------------------------------

SEC file number:  811-5718

Dreyfus Tax Exempt Cash Management
- -----------------------------------

SEC file number:  811-3954

Dreyfus Municipal Cash Management Plus
- ----------------------------------

SEC file number:  811-6172

Dreyfus New York Municipal Cash Management
- -----------------------------------

SEC file number:  811-6395


To obtain information:

BY TELEPHONE Call your Dreyfus Institutional Services Division representative or
1-800-346-3621

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

BY MAIL  Write to:  Dreyfus Institutional Services Division 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144

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

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

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

Annual/Semiannual Reports

Describes   each   fund' s  performance,  and  lists  its  portfolio  holdings.

Statement of Additional Information (SAI)

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


(c) 1999, Dreyfus Service Corporation
_____SP0699

<PAGE>








Dreyfus Cash Management Funds

Dreyfus Cash Management

Dreyfus Cash Management Plus

Dreyfus Government Cash Management

Dreyfus Government Prime 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

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

PROSPECTUS June 1, 1999

INVESTOR SHARES

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




<PAGE>




<PAGE>


Contents

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

Introduction                                                              1

Dreyfus Cash Management                                                   2

Dreyfus Cash Management Plus                                              4

Dreyfus Government
Cash Management                                                           6

Dreyfus Government Prime
Cash Management                                                           8

Dreyfus Treasury Cash Management                                         10

Dreyfus Treasury Prime
Cash Management                                                          12

Dreyfus Tax Exempt
Cash Management                                                          14

Dreyfus Municipal
Cash Management Plus                                                     16

Dreyfus New York Municipal
Cash Management                                                          18

Management                                                               20

Financial Highlights                                                     21

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

Account Policies                                                         26

Distributions and Taxes                                                  28

Services for Fund Investors                                              28

Instructions for Account Transactions                                    29

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

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

The Funds

Introduction

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

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

Generally,  each  fund  is  required to invest at least 95% of its assets in the
securities  of  issuers with the highest credit rating or the unrated equivalent
as  determined  by  Dreyfus,  with the remainder invested in securities with the
second   highest  credit  rating.  Dreyfus  Cash  Management  and  Dreyfus  Cash
Management  Plus  intend  to  purchase securities with the highest credit rating
only,  or  the  unrated equivalent. Dreyfus Government Prime Cash Management and
Dreyfus  Treasury  Prime  Cash  Management  invest only in government guaranteed
securities.

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

Concepts to understand

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

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

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

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

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



<PAGE>


                                                        Dreyfus Cash Management

GOAL/APPROACH

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

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

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

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 2>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER:                    Q2 '95                          +1.45%

WORST QUARTER:                   Q4 '98                          +1.23%

The  7-day yield for Investor Shares on 4/30/99 was x.xx%. Institutions may call
toll-free  1-800-346-3621  for the fund's current yield. Individuals or entities
for  whom institutions may purchase or redeem shares should call the institution
directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------

5.25%                                                              5.07%

What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement upon at least 90
days' prior notice to investors, but has committed not to do so at least through
May 31, 2000.




<PAGE 3>

                                                   Dreyfus Cash Management Plus

GOAL/APPROACH

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

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

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

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

(pound)  asset-backed    securities

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 4>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit B]
BEST QUARTER:                    Q2 '95                          +1.46%

WORST QUARTER:                   Q4 '98X                         +1.23%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/24/94)
- --------------------------------------------------------------------------------

5.29                                                               5.14


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.




<PAGE 5>

                                             Dreyfus Government Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund invests in securities issued or guaranteed as to
principal   and   interest   by   the   U.S.   government  or  its  agencies  or
instrumentalities,  and  repurchase  agreements  (including tri-party repurchase
agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 6>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit C]
BEST QUARTER:                    Q2 '95                          +1.45%

WORST QUARTER:                   Q4 '98                          +1.18%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------

5.15                                                               5.02

What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.





<PAGE 7>

                                       Dreyfus Government Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 8>

PAST PERFORMANCE

Since  the fund has less than one calendar year of performance, past performance
information  is  not included. For performance as of the end of the fiscal year,
please refer to the Statement of Additional Information (SAI).

What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.




<PAGE 9>

                                               Dreyfus Treasury Cash Management

GOAL/APPROACH

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

To pursue this goal, the fund only invests in securities issued or guaranteed as
to  principal  and  interest  by  the U.S. government, and repurchase agreements
(including tri-party repurchase agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 10>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit D]
BEST QUARTER:                    Q2 '95                          +1.40%

WORST QUARTER:                   Q4 '98                          +1.12%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------

5.02                                                               4.91


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.



<PAGE 11>

                                         Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 12>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit E]
BEST QUARTER:                    Q2 '95                          +1.39%

WORST QUARTER:                   Q4 '98                          +1.12%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------

4.87                                                               4.81


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.



<PAGE 13>

                                             Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  the fund occasionally may invest in taxable money market instruments, when
acceptable municipal obligations are not available for investment.

Currently,  the  fund  is  managed  so  that income paid by the fund will not be
subject    to    the    federal    alternative    minimum    tax.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 14>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit F]
BEST QUARTER:                    Q2 '95                          -0.91%

WORST QUARTER:                   Q4 '98                          +0.72%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------

3.04                                                               3.06


What this fund is -- and isn't

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

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



EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.




<PAGE 15>

                                         Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  interest  from  some  of  its  holdings  may  be  subject  to  the federal
alternative  minimum  tax.  In  addition,  the  fund  occasionally may invest in
taxable  money market instruments, when acceptable municipal obligations are not
available for investment.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 16>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit G]
BEST QUARTER:                    Q2 '95                          +0.96%

WORST QUARTER:                   Q1 '98                          +0.49%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (9/30/93)
- --------------------------------------------------------------------------------

3.16                                                               3.11


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.




<PAGE 17>

                                     Dreyfus New York Municipal Cash Management

GOAL/APPROACH

The  fund  seeks as high a level of current income exempt from federal, New York
state  and  New  York  city  personal  income  tax  as  is  consistent  with the
preservation of capital and the maintenance of liquidity.

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations, the interest from which is exempt from federal, New York
state and New York city personal income tax. When the portfolio manager believes
that  acceptable  New York municipal obligations are unavailable for investment,
the  fund may invest in securities that may be subject to New York state and New
York  city  income  taxes,  but  are  free  from  federal  income tax. Municipal
obligations are typically divided into two types:

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

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

Although  the  fund' s  objective is to generate income exempt from federal, New
York  state  and  New York city income taxes, interest from some of its holdings
may  be  subject  to  the federal alternative minimum tax. In addition, the fund
occasionally  may  invest  in  municipal  obligations  that are exempt only from
federal  income  tax,  when  acceptable  New  York municipal obligations are not
available   for  investment,  or  in  taxable  money  market  instruments,  when
acceptable municipal obligations are unavailable generally.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

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





<PAGE 18>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for Investor shares. The first table shows how the fund's performance has varied
from  year  to year. The second table averages the fund's performance over time.
Both  tables  assume  reinvestment  of  dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit H]
BEST QUARTER:                    Q2 '95                          +0.93%

WORST QUARTER:                   Q1  '98                         +0.70%

The  fund' s  7-day  yield on 4/30/99 was x.xx%. Institutions may call toll-free
1-800-346-3621  for  the  fund's current yield. Individuals or entities for whom
institutions may purchase or redeem shares should call the institution directly
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

                                                                 Inception

1 Year                                                           (1/18/94)
- --------------------------------------------------------------------------------

2.97                                                               3.01


What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.25%

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

TOTAL                                                                   0.45%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

$46                                  $144                                 $252                                 $567
</TABLE>
This  example  shows  what  owners of Investor shares could pay in expenses over
time.  It  uses  the  same  hypothetical  conditions  other  funds  use in their
prospectuses:  $10,000  initial  investment,  5%  total  return each year and no
changes  in  expenses.  The figures shown would be the same whether the investor
sold  shares  at  the  end  of  a period or kept them. Because actual return and
expenses will be different, the example is for comparison only.

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.25% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Investor shares, and to pay
Dreyfus for advertising and marketing Investor shares, and for providing account
service and maintenance. Dreyfus and/or Premier may pay institutions which have
purchased Investor shares for the benefit of others amounts from this fee.
Because this fee is paid out of the fund's assets on an ongoing basis, over time
it will increase the cost of investing and amount to more than is payable with
other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the fund only pays the
management fee and, as to Investor shares, the Rule 12b-1 fee. Dreyfus pays all
other fund expenses directly. Dreyfus may terminate this agreement upon at least
90 days' prior notice to investors, but has committed not to do so at least
through May 31, 2000.




<PAGE 19>

MANAGEMENT

The  investment  adviser  for  each  fund  is  The Dreyfus Corporation, 200 Park
Avenue,  New  York,  New York 10166. Founded in 1947, Dreyfus manages one of the
nation's leading mutual fund complexes, with more than $121 billion in more than
160  mutual  fund  portfolios.  Dreyfus  is  the primary mutual fund business of
Mellon Bank Corporation, a broad-based financial services company with a bank at
its  core.  With  more  than  $389  billion  of assets under management and $1.9
trillion  of  assets  under  administration  and custody, Mellon provides a full
range  of  banking,  investment  and trust products and services to individuals,
businesses  and  institutions.  Its  mutual  fund  companies place Mellon as the
leading  bank  manager  of  mutual funds. Mellon is headquartered in Pittsburgh,
Pennsylvania.

Management philosophy

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

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.




<PAGE 20>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each fund's Investor shares for
the  fiscal  periods indicated. "Total return" shows how much your investment in
the  fund  would  have increased (or decreased) during each period, assuming you
had  reinvested  all  dividends  and  distributions.  These  figures  have  been
independently  audited  by          whose  report,  along  with  the  fund's
financial statements, is included in the annual report.
<TABLE>
<CAPTION>
<C>                                                                              <C>        <C>        <C>       <C>        <C>
                                                                                            YEAR ENDED JANUARY 31,

 DREYFUS CASH MANAGEMENT                                                         1999       1998       1997      1996       1995
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                                .051       .052      .050       .056       .040

 Distributions:          Dividends from investment
                         income -- net                                          (.051)     (.052)    (.050)     (.056)     (.040)

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

 Total return (%)                                                                5.19       5.31      5.13       5.76       4.03
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                      .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                                       5.07       5.18      5.02       5.54       3.94

 Decrease reflected in above expense ratios
 due to actions by the manager (%)                                                 --         --        --         --         --
- ---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                            462        464       581        430         85

                                                                         YEAR ENDED     PERIOD ENDED
                                                                         JANUARY 31,     JANUARY 31,   YEAR ENDED SEPTEMBER 30,

 DREYFUS CASH MANAGEMENT PLUS                                        1999        1998       1997       1996      1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                   .051         .053       .017      .052       .055       .025

 Distributions:          Dividends from investment
                         income -- net                             (.051)       (.053)     (.017)    (.052)     (.055)     (.025)

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

 Total return (%)                                                   5.24         5.38       5.10      5.33       5.61       3.61
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                         .45          .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                          5.12         5.25       5.07      5.19       5.66       4.00

 Decrease reflected in above expense ratios
 due to actions by the manager (%)                                    --           --         --        --         --         --
- --------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                               690          750        782       629        352          6

                                                           Financial Highlights



<PAGE 21>

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                             YEAR ENDED JANUARY 31,

 DREYFUS GOVERNMENT CASH MANAGEMENT                                              1999       1998       1997      1996       1995
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                               .050       .052      .050       .056       .039

 Distributions:          Dividends from investment
                         income -- net                                         (.050)     (.052)    (.050)     (.056)     (.039)

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

 Total return (%)                                                               5.08       5.28      5.12       5.75       3.95
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                     .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                                      4.96       5.16      5.01       5.49       4.22
- ---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                           811        779       547        452         40

                                                                                             PERIOD ENDED JANUARY 31,

 DREYFUS GOVERNMENT PRIME CASH MANAGEMENT                                                             1999(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

PER-SHARE DATA ($)

 Net asset value, beginning of period                                                                   1.00

 Investment operations:  Investment income -- net                                                       .046

 Distributions:          Dividends from investment
                         income -- net                                                                 (.046)

 Net asset value, end of period                                                                         1.00

 Total return (%)                                                                                       5.06(2)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                                             .45(2)

 Ratio of net investment income
 to average net assets (%)                                                                              4.95
- ---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                                                    15

(1)  FOR THE PERIOD FEBRUARY 23, 1998 (INCEPTION) THROUGH JANUARY 31, 1999.

(2)  ANNUALIZED.


<PAGE 22>


                                                                         YEAR ENDED   SIX MONTHS ENDED
                                                                         JANUARY 31,     JANUARY 31,      YEAR ENDED JULY 31,

 DREYFUS TREASURY CASH MANAGEMENT                                    1999        1998      1997(1)     1996      1995       1994
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                  .048         .051       .025      .051       .050       .018

 Distributions:          Dividends from investment
                         income -- net                            (.048)       (.051)     (.025)    (.051)     (.050)     (.018)

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

 Total return (%)                                                  4.95         5.17       4.96      5.25       5.08       3.22
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                        .45          .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                         4.84         5.07       4.89      5.05       5.24       3.33

 Decrease reflected in above expense ratios
 due to actions by the manager (%)                                   --           --         --        --         --         --
- --------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                              538          597        330       238         39         21

                                                                         YEAR ENDED     PERIOD ENDED
                                                                         JANUARY 31,     JANUARY 31,  YEAR ENDED FEBRUARY 28/29,

 DREYFUS TREASURY PRIME CASH MANAGEMENT                              1999        1998      1997(1)     1996      1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                   .047         .049       .044      .053       .041       .004

 Distributions:          Dividends from investment
                         income -- net                             (.047)       (.049)     (.044)    (.053)     (.041)     (.004)

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

 Total return (%)                                                   4.81         5.03       4.88      5.39       4.13       2.77
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                         .45          .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                          4.71         4.91       4.80      5.21       4.26       2.78

 Decrease reflected in above expense ratios
 due to actions by the manager (%)                                   --           --         --        --         --          --
- --------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                               434          304        358       256        123         54

(1)  FOR THE PERIOD FEBRUARY 23, 1998 (INCEPTION) THROUGH JANUARY 31, 1999.

                                                           Financial Highlights

<PAGE 23>


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                              YEAR ENDED JANUARY 31,

 DREYFUS TAX EXEMPT CASH MANAGEMENT                                              1999       1998       1997      1996       1995
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                                .030       .032      .030       .034       .025

 Distributions:          Dividends from investment
                         income -- net                                          (.030)     (.032)    (.030)     (.034)     (.025)

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

 Total return (%)                                                                3.00       3.24      3.05       3.46       2.57
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                      .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                                       2.96       3.22      2.98       3.39       2.74

 Decrease reflected in above expense ratios
 due to actions by the manager (%)                                                 --         --        --         --         --
- ---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                            161        149        44         80         47

                                                                         YEAR ENDED   SIX MONTHS ENDED
                                                                         JANUARY 31,     JANUARY 31,      YEAR ENDED JULY 31,

 DREYFUS MUNICIPAL CASH MANAGEMENT PLUS                              1999        1998      1997(1)     1996      1995       1994
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                  .031         .033       .003      .031       .035       .025

 Distributions:          Dividends from investment
                         income -- net                            (.031)       (.033)     (.003)    (.031)     (.035)     (.025)

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

 Total return (%)                                                  3.12         3.34       3.18      3.18       3.60       2.51
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                        .45          .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                         3.07         3.26       3.13      3.14       3.51       2.43
- ---------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                               50           47         67        46         23          1

(1)  FOR THE PERIOD FEBRUARY 23, 1998 (INCEPTION) THROUGH JANUARY 31, 1999.


<PAGE 24>


                                                                         YEAR ENDED   SIX MONTHS ENDED
                                                                         JANUARY 31,     JANUARY 31,      YEAR ENDED JULY 31,

 DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT                          1999        1998      1997(1)     1996      1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

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

 Investment operations:  Investment income -- net                  .029         .032       .015      .031       .032       .011

 Distributions:          Dividends from investment
                         income -- net                            (.029)       (.032)     (.015)    (.031)     (.032)     (.011)

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

 Total return (%)                                                  2.93         3.20       3.04      3.18       3.20       2.02
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                        .45          .45        .45       .45        .45        .45

 Ratio of net investment income
 to average net assets (%)                                         2.92         3.17       3.03      3.09       2.81       2.12

 Decrease reflected in above expense ratios
 due to actions by the manager (%)                                   --           --         --        --         --
- -------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                9           13          8        14          6         53

(1)  FOR THE PERIOD FEBRUARY 23, 1998 (INCEPTION) THROUGH JANUARY 31, 1999.
</TABLE>
                                                           Financial Highlights

<PAGE 25>


                                                            Account Information

ACCOUNT POLICIES

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

Buying shares

THE  PRICE  FOR  FUND  SHARES  is  the  fund' s  net asset value (NAV), which is
generally  calculated  twice  a  day, at 5 p.m. and 8 p.m. for the taxable money
market funds, and 12 noon and 8 p.m. for the municipal money market funds, every
day  the  New  York  Stock  Exchange,  or  the transfer agent as to Dreyfus Cash
Management  and  Dreyfus  Cash  Management  Plus only, is open. An order will be
priced  at  the  next  NAV  calculated after the order is accepted by the fund's
transfer  agent  or  other authorized entity. Each fund's investments are valued
based  on  amortized cost. As a result, portfolio securities are valued at their
acquisition cost, adjusted for discounts or premiums reflected in their purchase
price. This method of valuation is designed for the fund to be able to price its
shares at $1.00 per share.

As  to Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government
Cash  Management,  and  Dreyfus  Treasury Cash Management, orders in proper form
placed  prior  to 5:00 p.m., and payments for which are received in or converted
into  Federal  Funds by the fund's custodian by 6:00 p.m., will become effective
at the price determined at 5:00 p.m. on that day. In this case, shares purchased
will receive the dividend declared on that day.

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

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

All times are Eastern time.




<PAGE 26>

ACCOUNT POLICIES (CONTINUED)

As  to  each  municipal money market fund, investors whose orders in proper form
are  placed  and  payments  for  which are received in or converted into Federal
Funds  by  the  fund' s custodian, prior to 12:00 noon, will be effective at the
price  determined at 12:00 noon on that day. In this case, shares purchased will
receive the dividend declared on that day.

Orders  effected  through  a  compatible computer facility after 12:00 noon, but
prior  to  8:00 p.m., will become effective at the price determined at 8:00 p.m.
on that day, if Federal Funds are received by the fund's custodian by 11:00 a.m.
on the following business day. In this case, shares purchased will start earning
dividends  on  the  business  day following the date the order became effective.
Orders  effected  in  proper  form  between 12:00 noon and 8:00 p.m., by a means
other  than  a  computer  compatible  facility,  will  become  effective  on the
following business day.

All times are Eastern time.
- --------------------------------------------------------------------------------

Minimum investments

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

INVESTOR SHARES                    $10,000,000*               NONE

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

Selling shares

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

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

General policies

UNLESS  THE  INVESTOR  DECLINES  TELEPHONE  PRIVILEGES  on  the application, the
investor  may  be  responsible  for  any  fraudulent  telephone order as long as
Dreyfus    takes    reasonable    measures    to    verify    the    order.

EACH    FUND    RESERVES    THE    RIGHT    TO:

(pound)  refuse any purchase or exchange request that could adversely affect the
fund or its operations

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

(pound)  change its minimum investment amounts

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

Each  fund  also reserves the right to make a "redemption in kind" -- payment in
portfolio  securities rather than cash -- if the amount being redeemed is deemed
by the manager to be large enough to affect fund operations.

                                                            Account Information



<PAGE 27>

DISTRIBUTIONS AND TAXES

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

DIVIDENDS  AND  DISTRIBUTIONS PAID by the taxable money market funds are taxable
to  U.S.  shareholders  as  ordinary  income  (unless  the  investment  is  in a
tax-advantaged account).

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

The  tax  status  of  any  distribution  is  the same regardless of how long the
investor  has  been in the fund and whether the investor reinvests distributions
or    take    them    in    cash.

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

SERVICES FOR FUND INVESTORS

Exchange privilege

AN  INVESTOR  MAY  PURCHASE, in exchange for Investor shares of any Dreyfus Cash
Management  fund,  Investor shares of any other Dreyfus Cash Management fund, or
of  Dreyfus  Institutional  Short Term Treasury Fund, a fund which has different
investment  objectives that may be of interest to investors. Be sure to read the
current  prospectus  for  Dreyfus  Institutional Short Term Treasury Fund before
exchanging into it. An exchange may be requested in writing or by telephone. Any
new account established through an exchange will have the same privileges as the
original  account (as long as they are available). There is currently no fee for
exchanges.

Dreyfus Auto-Exchange privilege

DREYFUS  AUTO-EXCHANGE  PRIVILEGE  enables an investor to invest regularly (on a
monthly,  semi-monthly,  quarterly  or  annual  basis), in exchange for Investor
shares  of  any  Dreyfus  Cash  Management fund, in Investor shares of any other
Dreyfus  Cash  Management  fund  or in Dreyfus Institutional Short Term Treasury
Fund,  if  the investor is a shareholder in such fund. There is currently no fee
for this privilege.

Account statements

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



<PAGE 28>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS

   TO OPEN AN ACCOUNT

            By Telephone

   Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

   WIRE  Transmit your investment to
The Bank of New York, with these instructions:

   * ABA# 021000018

   * fund name and DDA#

   * Dreyfus Cash Management
     DDA# 8900052015

   * Dreyfus Cash Management Plus
     DDA# 8900052252

   * Dreyfus Government Cash Management
     DDA# 8900052023

   * Dreyfus Government Prime
     Cash Management DDA# 8900337273

   * Dreyfus Treasury Cash Management
     DDA# 8900052112

   * Dreyfus Treasury Prime
     Cash Management
     DDA# 8900052317

   * Dreyfus Tax Exempt Cash Management
     DDA# 8900051965

   * Dreyfus Municipal Cash Management Plus
     DDA# 8900119136

   * Dreyfus New York Municipal
     Cash Management
     DDA# 8900208805

   * the share class

   * your Social Security or tax ID number

   * account registration

   * dealer number, if applicable

   * account number

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

TO ADD TO AN ACCOUNT

Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

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

* ABA# 021000018

* fund name and DDA#

* Dreyfus Cash Management
  DDA# 8900052015

* Dreyfus Cash Management Plus
  DDA# 8900052252

* Dreyfus Government Cash Management
  DDA# 8900052023

* Dreyfus Government Prime Cash Management
  DDA# 8900337273

* Dreyfus Treasury Cash Management
  DDA# 8900052112

* Dreyfus Treasury Prime Cash Management
  DDA# 8900052317

* Dreyfus Tax Exempt Cash Management
  DDA# 8900051965

* Dreyfus Municipal Cash Management Plus
  DDA# 8900119136

* Dreyfus New York Municipal Cash Management
  DDA# 8900208805

* the share class

* account number

* account registration

* dealer number, if applicable

TO SELL SHARES

Before redeeming shares, call a Dreyfus Institutional Services Division
representative with information about your transaction.

WIRE  Be sure the fund has your bank account information on file. Proceeds will
be wired to your bank.

To open an account, make subsequent investments, or to sell shares, please
contact your Dreyfus Institutional Services Division Representative or call
1-800-346-3621. In New York, call 1-718-895-1650.

                                                            Account Information







<PAGE 29>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS (CONTINUED)

   TO OPEN AN ACCOUNT

            Via Computer Facilities

Access Lion Remote System, input new account data and retrieve account number
for your records.

TO ADD TO AN ACCOUNT

Access Lion Remote System. Enter:
* account number
* fund number: [share class: #]

* amount to buy

Print a report of transactions for your records.

TO SELL SHARES

Access Lion Remote System, confirm bank account information or select from
multiple wire instructions. Enter:
* account number
* fund number: [share class: #]

* amount to sell

Print a report of transactions for your records.

THE DREYFUS LION REMOTE SYSTEM provides institutional investment managers with
the ability to monitor, control and service their Dreyfus mutual fund accounts
through their personal computer. Investment managers use their modem with a
local access dial up network or use their Internet access with a digital
certificate for 128-bit encryption security. Please call Dreyfus Institutional
Services Division about the availability of other compatible computerized
trading systems.

For information about Dreyfus, access our Internet site at WWW.LIONSALES.COM.







<PAGE 30>

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<PAGE 31>


                     [This page intentionally left blank]


<PAGE 32>


                     [This page intentionally left blank]


<PAGE 33>


                                                           For More Information

Dreyfus Cash Management
- ----------------------------------

SEC file number:  811-4175

Dreyfus Cash Management Plus
- -----------------------------------

SEC file number:  811-5295

Dreyfus Government Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Government Prime Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Treasury Cash Management
- -----------------------------------

SEC file number:  811-4723

Dreyfus Treasury Prime Cash Management
- ----------------------------------

SEC file number:  811-5718

Dreyfus Tax Exempt Cash Management
- -----------------------------------

SEC file number:  811-3954

Dreyfus Municipal Cash Management Plus
- ----------------------------------

SEC file number:  811-6172

Dreyfus New York Municipal Cash Management
- -----------------------------------

SEC file number:  811-6395

To obtain information:

BY TELEPHONE Call your Dreyfus Institutional Services Division representative or
1-800-346-3621

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

BY MAIL  Write to:  Dreyfus Institutional Services Division 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144

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

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

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

Annual/Semiannual Reports

Describes   each   fund' s  performance,  and  lists  its  portfolio  holdings.

Statement of Additional Information (SAI)

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



(c) 1999, Dreyfus Service Corporation
_____SP0699


<PAGE>






Dreyfus Cash Management Funds

Dreyfus Cash Management

Dreyfus Cash Management Plus

Dreyfus Government Cash Management

Dreyfus Government Prime 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

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

PROSPECTUS June 1, 1999

PARTICIPANT SHARES

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




<PAGE>




<PAGE>


Contents

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

Introduction                                                              1

Dreyfus Cash Management                                                   2

Dreyfus Cash Management Plus                                              4

Dreyfus Government
Cash Management                                                           6

Dreyfus Government Prime
Cash Management                                                           8

Dreyfus Treasury Cash Management                                         10

Dreyfus Treasury Prime
Cash Management                                                          12

Dreyfus Tax Exempt
Cash Management                                                          14

Dreyfus Municipal
Cash Management Plus                                                     16

Dreyfus New York Municipal
Cash Management                                                          18

Management                                                               20

Financial Highlights                                                     21

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

Account Policies                                                         26

Distributions and Taxes                                                  28

Services for Fund Investors                                              28

Instructions for Account Transactions                                    29

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

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

The Funds

Introduction

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

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

Generally,  each  fund  is  required to invest at least 95% of its assets in the
securities  of  issuers with the highest credit rating or the unrated equivalent
as  determined  by  Dreyfus,  with the remainder invested in securities with the
second   highest  credit  rating.  Dreyfus  Cash  Management  and  Dreyfus  Cash
Management  Plus  intend  to  purchase securities with the highest credit rating
only,  or  the  unrated equivalent. Dreyfus Government Prime Cash Management and
Dreyfus  Treasury  Prime  Cash  Management  invest only in government-guaranteed
securities.

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

Concepts to understand

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

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

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

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

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

                                                                      The Funds

<PAGE>


                                                        Dreyfus Cash Management

GOAL/APPROACH

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

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

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

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 2>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit A]
BEST QUARTER:                    Q4 '97                          +1.30%

WORST QUARTER:                   Q4 '98                          +1.19%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

5.09%                                                              5.11%

What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 3>

                                                   Dreyfus Cash Management Plus

GOAL/APPROACH

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

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

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

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

(pound)  asset-backed    securities

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

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in the portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 4>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit B]
BEST QUARTER:                    Q3 '97                          +1.30%

WORST QUARTER:                   Q4 '98                          +1.19%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

5.12%                                                              5.16%

What this fund is -- and isn't

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

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


EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>

Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 5>

                                             Dreyfus Government Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund invests in securities issued or guaranteed as to
principal   and   interest   by   the   U.S.   government  or  its  agencies  or
instrumentalities,  and  repurchase  agreements  (including tri-party repurchase
agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 6>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit C]
BEST QUARTER:                    Q4 '97                          +1.28%

WORST QUARTER:                   Q4 '98                          +1.14%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

4.99%                                                              5.05%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 7>

                                       Dreyfus Government Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 8>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit D]
BEST QUARTER:                    QX 'XX                            XXX%

WORST QUARTER:                   QX 'XX                            XXX%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                           (1/10/94)
- --------------------------------------------------------------------------------

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 9>

                                               Dreyfus Treasury Cash Management

GOAL/APPROACH

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

To pursue this goal, the fund only invests in securities issued or guaranteed as
to  principal  and  interest  by  the U.S. government, and repurchase agreements
(including tri-party repurchase agreements) in respect of these securities.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

If  the  other party entering into a repurchase agreement with the fund defaults
or  becomes  insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis. In a tri-party repurchase agreement,
where  the  collateral is held at the other party's custodian bank, there is the
added risk that if the other party defaults or becomes insolvent, the ability to
liquidate  the  collateral  may  be  delayed  because  it  is  not in the fund's
possession.





<PAGE 10>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit E]
BEST QUARTER:                    Q4 '97                          +1.25%

WORST QUARTER:                   Q4 '98                          +1.08%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

4.86%                                                              4.92%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 11>

                                         Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

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

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

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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





<PAGE 12>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit F]
BEST QUARTER:                    Q3 '97                          +1.22%

WORST QUARTER:                   Q4 '98                          +1.09%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

4.71%                                                              4.79%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 13>

                                             Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  the fund occasionally may invest in taxable money market instruments, when
acceptable municipal obligations are not available for investment.

Currently,  the  fund  is  managed  so  that income paid by the fund will not be
subject    to    the    federal    alternative    minimum    tax.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 14>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit G]
BEST QUARTER:                    Q2 '97                          +0.81%

WORST QUARTER:                   Q4 '98                          +0.68%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

2.88%                                                              2.99%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 15>

                                         Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

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

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations,  the interest from which is exempt from federal personal
income  tax.  When  the  portfolio  manager  believes  that acceptable municipal
obligations  are  unavailable for investment, the fund may invest temporarily in
high  quality,  taxable  money  market  instruments.  Municipal  obligations are
typically divided into two types:

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

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

Although  the  fund's objective is to generate income exempt from federal income
tax,  interest  from  some  of  its  holdings  may  be  subject  to  the federal
alternative  minimum  tax.  In  addition,  the  fund  occasionally may invest in
taxable  money market instruments, when acceptable municipal obligations are not
available for investment.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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





<PAGE 16>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit H]
BEST QUARTER:                    Q2 '97                          +0.83%

WORST QUARTER:                   Q4 '98                          +0.70%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

3.01%                                                              3.10%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 17>

                                     Dreyfus New York Municipal Cash Management

GOAL/APPROACH

The  fund  seeks as high a level of current income exempt from federal, New York
state  and  New  York  city  personal  income  tax  as  is  consistent  with the
preservation of capital and the maintenance of liquidity.

To  pursue  this goal, the fund normally invests substantially all net assets in
municipal  obligations, the interest from which is exempt from federal, New York
state and New York city personal income tax. When the portfolio manager believes
that  acceptable  New York municipal obligations are unavailable for investment,
the  fund may invest in securities that may be subject to New York state and New
York  city  income  taxes,  but  are  free  from  federal  income tax. Municipal
obligations are typically divided into two types:

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

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

Although  the  fund' s  objective is to generate income exempt from federal, New
York  state  and  New York city income taxes, interest from some of its holdings
may  be  subject  to  the federal alternative minimum tax. In addition, the fund
occasionally  may  invest  in  municipal  obligations  that are exempt only from
federal  income  tax,  when  acceptable  New  York municipal obligations are not
available   for  investment,  or  in  taxable  money  market  instruments,  when
acceptable municipal obligations are unavailable generally.

MAIN RISKS

The  fund's yield will fluctuate, as market and interest rate conditions change,
and  as  the  short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.

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

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

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

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

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

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





<PAGE 18>

PAST PERFORMANCE

The  two  tables  below show the fund's annual returns and long-term performance
for  Participant  Shares.  The  first table shows how the fund's performance has
varied  from year to year. The second table averages the fund's performance over
time.  Both  tables  assume reinvestment of dividends and distributions. As with
all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)
[Exhibit I]
BEST QUARTER:                    Q2 '97                          +0.80%

WORST QUARTER:                   Q1  '98                         +0.66%

The  7-day  yield  for Participant Shares on 4/30/99 was x.xx%. Institutions may
call  toll-free  1-800-346-3621  for  the  current yield for Participant Shares.
Individuals  or  entities  for  whom  institutions may purchase or redeem shares
should call the institution directly.
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98(%)

                                                                 Inception

1 Year                                                          (11/21/96)
- --------------------------------------------------------------------------------

2.82%                                                              2.94%

What this fund is -- and isn't

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

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

EXPENSES

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

Fee table

ANNUAL FUND OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.20%

Rule 12b-1 fee                                                          0.40%

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

TOTAL                                                                   0.60%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                                  <C>                                  <C>
Expense example

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

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

Concepts to understand

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

RULE 12B-1 FEE: a fee of up to 0.40% to reimburse Premier Mutual Fund Services,
Inc., the fund's distributor, for distributing Participant Shares, and to pay
Dreyfus for advertising and marketing Participant shares, and for providing
account service and maintenance. Dreyfus and/or Premier may pay institutions
which have purchased Investor shares for the benefit of others amounts from this
fee. Because this fee is paid out of the fund's assets on an ongoing basis, over
time it will increase the cost of investing and amount to more than is payable
with other types of sales charges.

OTHER EXPENSES: under an agreement with Dreyfus, the Fund only pays the
management fee and, as to Participant Shares, the Rule 12b-1 fee. Dreyfus pays
all other fund expenses directly (except taxes, interest, brokerage, and
extraordinary expenses). Dreyfus may terminate this agreement at any time upon
at least 90 days' prior notice to investors, but has committed not to do so at
least through May 31, 2000.

<PAGE 19>

MANAGEMENT

The  investment  adviser  for  each  fund  is  The Dreyfus Corporation, 200 Park
Avenue,  New  York,  New York 10166. Founded in 1947, Dreyfus manages one of the
nation's leading mutual fund complexes, with more than $121 billion in more than
160  mutual  fund  portfolios.  Dreyfus  is  the primary mutual fund business of
Mellon Bank Corporation, a broad-based financial services company with a bank at
its  core.  With  more  than  $389  billion  of assets under management and $1.9
trillion  of  assets  under  administration  and custody, Mellon provides a full
range  of  banking,  investment  and trust products and services to individuals,
businesses  and  institutions.  Its  mutual  fund  companies place Mellon as the
leading  bank  manager  of  mutual funds. Mellon is headquartered in Pittsburgh,
Pennsylvania.

Management philosophy

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

Concepts to understand

YEAR 2000 ISSUES: these funds could be adversely affected if the computer
systems used by Dreyfus and the funds' other service providers do not properly
process and calculate date-related information from and after January 1, 2000.

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which these funds invest may be
adversely affected by year 2000-related problems. This could have an impact on
the value of a fund's investments and its share price.




<PAGE 20>

FINANCIAL HIGHLIGHTS

The  following tables describe the performance of each fund's Participant Shares
for  the fiscal periods indicated. "Total return" shows how much your investment
in the fund would have increased (or decreased) during each period, assuming you
had  reinvested  all  dividends  and  distributions.  These  figures  have  been
independently  audited by          , whose report, along with the fund's
financial statements, is included in the annual report.
<TABLE>
<CAPTION>
<S>                                                                              <C>        <C>              <C>

                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                     JANUARY 31,              JANUARY 31,

 DREYFUS CASH MANAGEMENT                                                         1999       1998                1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                    JANUARY 31,               JANUARY 31,

 DREYFUS CASH MANAGEMENT PLUS                                                    1999       1998                1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                           Financial Highlights



<PAGE 21>

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                   JANUARY 31,                 JANUARY 31,

 DREYFUS GOVERNMENT CASH MANAGEMENT                                              1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

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

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                                PERIOD ENDED JANUARY 31,

 DREYFUS GOVERNMENT PRIME CASH MANAGEMENT                                                             1999(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

 Net asset value, beginning of period

 Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)

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

 Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD FEBRUARY 23, 1998 (INCEPTION) THROUGH JANUARY 31, 1999.


<PAGE 22>


                                                                                   YEAR ENDED               PERIOD ENDED

                                                                                   JANUARY 31,                JANUARY 31,

 DREYFUS TREASURY CASH MANAGEMENT                                                1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                     JANUARY 31,              JANUARY 31,

 DREYFUS TREASURY PRIME CASH MANAGEMENT                                          1999       1998                1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                           Financial Highlights

<PAGE 23>


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                   YEAR ENDED              PERIOD ENDED

                                                                                   JANUARY 31,              JANUARY 31,

 DREYFUS TAX EXEMPT CASH MANAGEMENT                                              1999       1998                1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                    JANUARY 31,               JANUARY 31,

 DREYFUS MUNICIPAL CASH MANAGEMENT PLUS                                          1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

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

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.


<PAGE 24>


                                                                                    YEAR ENDED              PERIOD ENDED

                                                                                    JANUARY 31,              JANUARY 31,

 DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT                                      1999       1998                1997(1)
- --------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period

Investment operations:  Investment income -- net

 Distributions:          Dividends from investment
                         income -- net

 Net asset value, end of period

 Total return (%)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)

Ratio of net investment income
to average net assets (%)

Decrease reflected in above expense ratios
due to actions by the manager (%)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)

(1)  FOR THE PERIOD NOVEMBER 21, 1996 (INCEPTION) THROUGH JANUARY 31, 1997.

                                                           Financial Highlights

<PAGE 25>


                                                            Account Information

ACCOUNT POLICIES

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

Buying shares

THE  PRICE  FOR  FUND  SHARES  is  the  fund' s  net asset value (NAV), which is
generally  calculated  twice  a  day, at 5 p.m. and 8 p.m. for the taxable money
market funds, and 12 noon and 8 p.m. for the municipal money market funds, every
day  the  New  York  Stock  Exchange,  or  the transfer agent as to Dreyfus Cash
Management  and  Dreyfus  Cash  Management  Plus only, is open. An order will be
priced  at  the  next  NAV  calculated after the order is accepted by the fund's
transfer  agent  or  other authorized entity. Each fund's investments are valued
based  on  amortized cost. As a result, portfolio securities are valued at their
acquisition cost, adjusted for discounts or premiums reflected in their purchase
price. This method of valuation is designed for the fund to be able to price its
shares at $1.00 per share.

As  to Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government
Cash  Management,  and  Dreyfus  Treasury Cash Management, orders in proper form
placed  prior  to 5:00 p.m., and payments for which are received in or converted
into  Federal  Funds by the fund's custodian by 6:00 p.m., will become effective
at the price determined at 5:00 p.m. on that day. In this case, shares purchased
will receive the dividend declared on that day.

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

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

All times are Eastern time.




<PAGE 26>

ACCOUNT POLICIES (CONTINUED)

As  to  each  municipal money market fund, investors whose orders in proper form
are  placed  and  payments  for  which are received in or converted into Federal
Funds  by  the  fund' s custodian, prior to 12:00 noon, will be effective at the
price  determined at 12:00 noon on that day. In this case, shares purchased will
receive the dividend declared on that day.

Orders  effected  through  a  compatible computer facility after 12:00 noon, but
prior  to  8:00 p.m., will become effective at the price determined at 8:00 p.m.
on that day, if Federal Funds are received by the fund's custodian by 11:00 a.m.
on the following business day. In this case, shares purchased will start earning
dividends  on  the  business  day following the date the order became effective.
Orders  effected  in  proper  form  between 12:00 noon and 8:00 p.m., by a means
other  than  a  computer  compatible  facility,  will  become  effective  on the
following business day.

All times are Eastern time.
- --------------------------------------------------------------------------------

Minimum investments

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

PARTICIPANT SHARES                 $10,000,000*               NONE

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

Selling shares

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

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

General policies

UNLESS  THE  INVESTOR  DECLINES  TELEPHONE  PRIVILEGES  on  the application, the
investor  may  be  responsible  for  any  fraudulent  telephone order as long as
Dreyfus    takes    reasonable    measures    to    verify    the    order.

EACH    FUND    RESERVES    THE    RIGHT    TO:

(pound)  refuse any purchase or exchange request that could adversely affect the
fund or its operations

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

(pound)  change its minimum investment amounts

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

Each  fund  also reserves the right to make a "redemption in kind" -- payment in
portfolio  securities rather than cash -- if the amount being redeemed is deemed
by the manager to be large enough to affect fund operations.

                                                            Account Information



<PAGE 27>

DISTRIBUTIONS AND TAXES

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

DIVIDENDS  AND  DISTRIBUTIONS PAID by the taxable money market funds are taxable
to  U.S.  shareholders  as  ordinary  income  (unless  the  investment  is  in a
tax-advantaged account).

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

The  tax  status  of  any  distribution  is  the same regardless of how long the
investor  has  been in the fund and whether the investor reinvests distributions
or    take    them    in    cash.

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

SERVICES FOR FUND INVESTORS

Exchange privilege

AN INVESTOR MAY PURCHASE, in exchange for Participant shares of any Dreyfus Cash
Management  fund,  Participant shares of any other Dreyfus Cash Management fund,
or of Dreyfus Institutional Short Term Treasury Fund, a fund which has different
investment  objectives that may be of interest to investors. Be sure to read the
current  prospectus  for  Dreyfus  Institutional Short Term Treasury Fund before
exchanging into it. An exchange may be requested in writing or by telephone. Any
new account established through an exchange will have the same privileges as the
original  account (as long as they are available). There is currently no fee for
exchanges.

Dreyfus Auto-Exchange privilege

DREYFUS  AUTO-EXCHANGE  PRIVILEGE  enables an investor to invest regularly (on a
monthly,  semi-monthly,  quarterly or annual basis), in exchange for Participant
Shares  of  any Dreyfus Cash Management fund, in Participant Shares of any other
Dreyfus  Cash  Management  fund  or in Dreyfus Institutional Short Term Treasury
Fund,  if  the investor is a shareholder in such fund. There is currently no fee
for this privilege.

Account statements

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

Concepts to understand

DIVIDENDS: income or interest paid by the investments in a fund's portfolio, net
of expenses, passed on to fund shareholders.

DISTRIBUTIONS: income, net of expenses passed on to fund shareholders. These are
calculated on a per-share basis: each share earns the same rate of return, so
the more fund shares you own, the higher your distribution.





<PAGE 28>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS

   TO OPEN AN ACCOUNT

            By Telephone

   Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

   WIRE  Transmit your investment to
The Bank of New York, with these instructions:

   * ABA# 021000018

   * fund name and DDA#

   * Dreyfus Cash Management
     DDA# 8900052015

   * Dreyfus Cash Management Plus
     DDA# 8900052252

   * Dreyfus Government Cash Management
     DDA# 8900052023

   * Dreyfus Government Prime
     Cash Management
     DDA# 8900337273

   * Dreyfus Treasury Cash Management
     DDA# 8900052112

   * Dreyfus Treasury Prime
     Cash Management
     DDA# 8900052317

   * Dreyfus Tax Exempt Cash Management
     DDA# 8900051965

   * Dreyfus Municipal Cash Management Plus
     DDA# 8900119136

   * Dreyfus New York Municipal
     Cash Management
     DDA# 8900208805

   * the share class

   * your Social Security or tax ID number

   * account registration

   * dealer number, if applicable

   * account number

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

TO ADD TO AN ACCOUNT

Before wiring funds, call a Dreyfus Institutional Services Division
representative with information about your transaction.

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

* ABA# 021000018

* fund name and DDA#

* Dreyfus Cash Management
  DDA# 8900052015

* Dreyfus Cash Management Plus
  DDA# 8900052252

* Dreyfus Government Cash Management
  DDA# 8900052023

* Dreyfus Government Prime Cash Management
  DDA# 8900337273

* Dreyfus Treasury Cash Management
  DDA# 8900052112

* Dreyfus Treasury Prime Cash Management
  DDA# 8900052317

* Dreyfus Tax Exempt Cash Management
  DDA# 8900051965

* Dreyfus Municipal Cash Management Plus
  DDA# 8900119136

* Dreyfus New York Municipal Cash Management
  DDA# 8900208805

* the share class

* account number

* account registration

* dealer number, if applicable

TO SELL SHARES

Before redeeming shares, call a Dreyfus Institutional Services Division
representative with information about your transaction.

WIRE  Be sure the fund has your bank account information on file. Proceeds will
be wired to your bank.

To open an account, make subsequent investments, or to sell shares, please
contact your Dreyfus Institutional Services Division Representative or call
1-800-346-3621. In New York, call 1-718-895-1650.

                                                            Account Information







<PAGE 29>

INSTRUCTIONS FOR ACCOUNT TRANSACTIONS (CONTINUED)

   TO OPEN AN ACCOUNT

            Via Computer Facilities

Access Lion Remote System, input new account data and retrieve account number
for your records.

TO ADD TO AN ACCOUNT

Access Lion Remote System. Enter:
* account number
* fund number: [share class: #]

* amount to buy

Print a report of transactions for your records.

TO SELL SHARES

Access Lion Remote System, confirm bank account information or select from
multiple wire instructions. Enter:
* account number
* fund number: [share class: #]

* amount to sell

Print a report of transactions for your records.

THE DREYFUS LION REMOTE SYSTEM provides institutional investment managers with
the ability to monitor, control and service their Dreyfus mutual fund accounts
through their personal computer. Investment managers use their modem with a
local access dial up network or use their Internet access with a digital
certificate for 128-bit encryption security. Please call Dreyfus Institutional
Services Division about the availability of other compatible computerized
trading systems.

For information about Dreyfus, access our Internet site at WWW.LIONSALES.COM.







<PAGE 30>

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<PAGE 31>


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<PAGE 32>


                     [This page intentionally left blank]


<PAGE 33>


                                                           For More Information

Dreyfus Cash Management
- ----------------------------------

SEC file number:  811-4175

Dreyfus Cash Management Plus
- -----------------------------------

SEC file number:  811-5295

Dreyfus Government Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Government Prime Cash Management
- -----------------------------------

SEC file number:  811-3964

Dreyfus Treasury Cash Management
- -----------------------------------

SEC file number:  811-4723

Dreyfus Treasury Prime Cash Management
- ----------------------------------

SEC file number:  811-5718

Dreyfus Tax Exempt Cash Management
- -----------------------------------

SEC file number:  811-3954

Dreyfus Municipal Cash Management Plus
- ----------------------------------

SEC file number:  811-6172

Dreyfus New York Municipal Cash Management
- -----------------------------------

SEC file number:  811-6395


To obtain information:

BY TELEPHONE Call your Dreyfus Institutional Services Division representative or
1-800-346-3621

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

BY MAIL  Write to:  Dreyfus Institutional Services Division 144 Glenn Curtiss
Boulevard Uniondale, NY 11556-0144

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

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

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

Annual/Semiannual Reports

Describes   each   fund' s  performance,  and  lists  its  portfolio  holdings.

Statement of Additional Information (SAI)

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


(c) 1999, Dreyfus Service Corporation
_____SP0699

<PAGE>


____________________________________________________________________________

                           DREYFUS CASH MANAGEMENT
                     DREYFUS CASH MANAGEMENT PLUS, INC.
                     DREYFUS GOVERNMENT CASH MANAGEMENT
                  DREYFUS GOVERNMENT PRIME 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
    
                     STATEMENT OF ADDITIONAL INFORMATION
   
                                JUNE 1, 1999
    
    (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 each Fund listed above (each, a "Fund"),  each
dated June 1, 1999, 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 one of 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 Funds' most recent Annual Reports and Semi-Annual Reports to
Shareholders are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
reports of independent auditors appearing in the Annual Reports are
incorporated by reference into this Statement of Additional Information.
    
   
     Each Fund is a separate investment portfolio, each with operations and
results which are unrelated to those of each other Fund.  Dreyfus Government
Cash Management and Dreyfus Government Prime Cash Management are separate
series of Dreyfus Government Cash Management Funds (the "Company").  This
combined Statement of Additional Information has been provided for
investors' convenience to provide investors with the opportunity to consider
nine investment choices in one document.
    
                              TABLE OF CONTENTS

                                                           Page
   
Description of the Funds                                     B-3
Management of the Funds                                      B-26
Management Arrangements                                      B-32
Service Plans (Administrative Shares, Investor
  Shares and Participant Shares Only)                        B-39
Shareholder Services Plans (Institutional Shares Only)       B-42
How to Redeem Shares                                         B-43
Determination of Net Asset Value                             B-44
Shareholder Services                                         B-45
Dividends, Distributions and Taxes                           B-46
Portfolio Transactions                                       B-47
Yield Information                                            B-47
Information About the Funds                                  B-51
Counsel and Independent Auditors                             B-53
Appendix A                                                   B-54
Appendix B                                                   B-56
Appendix C                                                   B-60
Appendix D                                                   B-86
    
   
                          DESCRIPTION OF THE FUNDS

     Dreyfus Cash Management, the Company and Dreyfus Tax Exempt Cash
Management were formed originally as Maryland corporations 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 reorganized
as a Massachusetts business trust.
    
   
     Dreyfus Cash Management Plus is a Maryland corporation formed on
August 12, 1987.
    
   
     Dreyfus New York Municipal Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Treasury Cash Management, and Dreyfus Treasury
Prime Cash Management are Massachusetts business trusts that commenced
operations on November 4, 1991, October 15, 1990, September 4, 1986, and
December 27, 1988, respectively.
    
   
     Each Fund is an open-end management investment company, known as a
money market mutual fund.  Each Fund, other than Dreyfus New York Municipal
Cash Management, is a diversified fund, which means that, with respect to
75% of its total assets, the Fund will not invest more than 5% of its assets
in the securities of any single issuer.  Dreyfus New York Municipal Cash
Management is a non-diversified fund, which means that the proportion of the
Fund's assets that may be invested in the securities of a single issuer is
not limited by the Investment Company Act of 1940, as amended (the "1940
Act").
    
   
     The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.
    
   
     Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
    
   
Certain Portfolio Securities

     The following information supplements and should be read in conjunction
with the Funds' Prospectus.
    
   
     U.S. Treasury Securities. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, Dreyfus Government Cash Management, Dreyfus Government
Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus
Treasury Prime Cash Management (collectively, the "Taxable Funds"))  Each
Taxable Fund 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, Dreyfus Government Cash Management, and Dreyfus Government
Prime 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 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 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.
    
   
     Bank Obligations.  (Dreyfus Cash Management and Dreyfus Cash Management
Plus)  Each of these Funds may purchase certificates of deposit ("CDs"),
time deposits ("TDs"), bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions.
    
   
     CDs are negotiable certificates evidencing the obligation of a bank to
repay funds deposited with it for a specified period of time.
    
   
     TDs are non-negotiable deposits maintained in a banking institution for
a specified period of time (in no event longer than seven days) at a stated
interest rate.
    
   
     Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer.  These instruments
reflect the obligation both of the bank and the drawer to pay the face
amount of the instrument upon maturity.  The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
    
   
     Each of these Funds may invest in TDs and 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 only,
foreign subsidiaries or foreign branches of domestic banks, and 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 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.
   
     Commercial Paper.  (Dreyfus Cash Management and Dreyfus Cash Management
Plus) Each of these Funds may purchase commercial paper consisting 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)
Dreyfus Cash Management Plus 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.
    
   
     Asset-Backed Securities.  (Dreyfus Cash Management Plus)  Dreyfus Cash
Management Plus may purchase asset-backed securities, which are securities
issued by special purpose entities whose primary assets consist of a pool of
mortgages, loans, receivables or other assets.  Payment of principal and
interest may depend largely on the cash flows generated by the assets
backing the securities and, in certain cases, supported by letters of
credit, surety bonds or other forms of credit or liquidity enhancements.
The value of these asset-backed securities also may be affected by the
creditworthiness of the servicing agent for the pool of assets, the
originator of the loans or receivables or the financial institution
providing the credit support.
    
   
     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.
In a repurchase agreement, the Fund buys, and the seller agrees to
repurchase, a security at a mutually agreed upon time and price (usually
within seven days).  The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security.  The Fund's
custodian or sub-custodian employed in connection with third party
repurchase transactions will have custody of, and will hold in a segregated
account, securities acquired by such Fund under a repurchase agreement.  In
connection with its third-party repurchase transactions, the Fund will
employ only eligible sub-custodians that meet the requirements set forth in
section 17(f) of the 1940 act.  Repurchase agreements are considered  by the
staff of the Securities and Exchange Commission to be loans by the Fund.
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.
In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only with domestic
banks with total assets in excess of $1 billion, or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which 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.
    
   
     Municipal Obligations.  (Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management, and Dreyfus New York Municipal Cash
Management (collectively, the "Tax Exempt Funds"))  Each Tax Exempt Fund
will invest at least 80% of the value of its net assets (except when
maintaining a temporary defensive position) in Municipal Obligations.
Municipal Obligations are debt obligations issued by states, territories and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, or multistate
agencies or authorities, the interest from which, in the opinion of bond
counsel to the issuer, is exempt from Federal income tax.  Municipal
Obligations generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities.  Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes.  General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest.  Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power.  Tax exempt
industrial development bonds, in most cases, are revenue bonds that do not
carry the pledge of the credit of the issuing municipality, but generally
are guaranteed by the corporate entity on whose behalf they are issued.
Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues.  Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest.
Certain Municipal Obligations are subject to redemption at a date earlier
than their stated maturity pursuant to call options, which may be separated
from the related Municipal Obligation and purchased and sold separately.
    
   
     For the purpose of diversification under the 1940 Act, the
identification of the issuer of Municipal Obligations depends on the terms
and conditions of the security. When the assets and revenues of an agency,
authority, instrumentality or other political subdivision are separate from
those of the government creating the subdivision and the security is backed
only by the assets and revenues of the subdivision, such subdivision would
be deemed to be the sole issuer.  Similarly, in the case of an industrial
development bond, if that bond is backed only by the assets and revenues of
the non-governmental user, then such non-governmental user would be deemed
to be the sole issuer.  If, however, in either case, the creating government
or some other entity guarantees a security, such a guaranty would be
considered a separate security and will be treated as an issue of such
government or other entity.
    
   
     The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation, and rating of the issue.
    
   
     Certain Tax Exempt Obligations.  (Tax Exempt Funds)  Each Tax Exempt
Fund may purchase floating and variable rate demand notes and bonds, which
are tax exempt obligations ordinarily having stated maturities in excess of
13 months, but which permit the holder to demand payment of principal at any
time or at specified intervals not exceeding 13 months, in each case upon
not more than 30 days' notice.  Variable rate demand notes include master
demand notes which are obligations that permit the Fund to invest
fluctuating amounts, at varying rates of interest, pursuant to direct
arrangements between the Fund, as lender, and the borrower.  These
obligations permit daily changes in the amount borrowed.  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.  (Tax Exempt Funds)  Each Tax
Exempt Fund 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, 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.
    
   
     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.  The Fund will seek to minimize these
risks by investing only in those lease obligations that (1) 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 lease obligation was rated only by 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 lease obligation 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, not more
than 10% of the value of a Fund's net assets will be invested in lease
obligations that are illiquid and in other illiquid securities.
    
   
     Stand-By Commitments.  (Tax Exempt Funds) Each Tax Exempt Fund may
acquire "stand-by commitments" with respect to Municipal Obligations held in
its portfolio.  Under a stand-by commitment, the Fund obligates a broker,
dealer or bank to repurchase, at the Fund's option, specified securities at
a specified price and, in this respect, stand-by commitments are comparable
to put options.  The exercise of a stand-by commitment, therefore, is
subject to the ability of the seller to make payment on demand.  The Fund
will acquire stand-by commitments solely to facilitate its portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes.  The Fund may pay for stand-by commitments if such action is
deemed necessary, thus increasing to a degree the cost of the underlying
Municipal Obligation and similarly decreasing such security's yield to
investors.  Gains realized in connection with stand-by commitments will be
taxable.
    
   
     Ratings of Municipal Obligations.  (Tax Exempt Funds)  Each Tax Exempt
Fund may invest only in those Municipal Obligations which are rated in one
of the two highest rating categories for debt obligations by at least two
rating organizations (or one rating organization if the instrument was rated
by only one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.
    
   
     The average distribution of investments (at value) in Municipal
Obligations (including notes) by ratings as of the fiscal year ended January
31, 1999, computed on a monthly basis, was as follows:
    
   
<TABLE>
<CAPTION>
                                                              Percentage of Value
                                                              ________________




Fitch          Moody's            Standard &                           Dreyfus        Dreyfus New
IBCA           Investors          Poor's Ratings     Dreyfus Municipal Tax Exempt     York Municipal
("Fitch")  or  Service, Inc.      Group              Cash Management   Cash           Cash
               ("Moody's")  or    ("S&P")            Plus              Management     Management

<S>            <C>                <C>                  <C>               <C>            <C>
F-1+/F-1       VMIG 1/MIG 1,      SP-1+/SP-1,          95.0%             97.5%          95.5%
               P-1                A-1+/1-A
F-2            VMIG 2/MIG 2, P2   SP-2, A2              1.2%               .9%              -
AAA/AA         Aaa/Aa             AAA/AA                  -                .6%              -
Not Rated      Not Rated          Not Rated             3.8%*             1.0%*          4.5%

                                                      100.0%            100.0%         100.0%
    
_______________________________
  Included in the Not Rated category are securities comprising 3.8%, 1.0%
  and 4.5% 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 of comparable quality to securities in the VMIG 1/MIG 1
  or SP-1+/SP-1 rating categories.
</TABLE>
   
    
   
     If, subsequent to its purchase by the Fund, (a) an issue of rated
Municipal Obligations ceases to be rated in the highest rating category by
at least two rating organizations (or one rating organization if the
instrument was rated by only one such organization) or the Fund's Board
determines that it is no longer of comparable quality or (b) the Manager
becomes aware that any portfolio security not so highly rated or any unrated
security has been given a rating by any rating organization below the rating
organization's second highest rating category, the Fund's Board will
reassess promptly whether such security presents minimal credit risk and
will cause the Fund to take such action as it determines is in the best
interest of the Fund and its shareholders; provided that the reassessment
required by clause (b) is not required if the portfolio security is disposed
of or matures within five business days of the Manager becoming aware of the
new rating and the Fund's Board is subsequently notified of the Manager's
actions.
    
   
     To the extent the ratings given by Moody's, S&P or Fitch change as a
result of changes in such organizations or their rating systems, each Fund
will attempt to use comparable ratings as standards for its investments in
accordance with 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)  From time to time, on a
temporary basis other than for temporary defensive purposes (but not to
exceed 20% of the value of the Fund's net assets) or for temporary defensive
purposes, each Tax Exempt Fund may invest in taxable short-term investments
("Taxable Investments") consisting of:  notes of issuers having, at the time
of purchase, a quality rating within the two highest grades of 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; CDs of U.S. domestic banks, including foreign
branches of domestic banks, with assets of $1 billion dollars or more; TDs;
bankers' acceptances and other short-term bank obligations; and repurchase
agreements in respect of any of the foregoing.  Dividends paid by the Fund
that are attributable to income earned by the Fund from Taxable Investments
will be taxable to investors.  Except for temporary defensive purposes, at
no time will more than 20% of the value of the Fund's net assets be invested
in Taxable Investments 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, none of the 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.  (All Funds)  Each Fund may invest up to 10% of
the value of its net assets in securities as to which a liquid trading
market does not exist, provided such investments are consistent with the
Fund's investment objective.  These securities may include securities that
are not readily marketable, such as securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice.  As to these securities,
the Fund is subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
    
   
Investment Techniques

     In addition to the principal investment strategies discussed in the
Funds' Prospectus, each Fund also may engage in the investment techniques
described below.
    
   
     Borrowing Money.  (All Funds)  Each Fund may borrow money from banks
for temporary or emergency (not leveraging) purposes in an amount up to 15%
of the value of its total assets (including the amount borrowed) valued at
the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made.  While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.  In addition, Dreyfus Cash Management Plus may borrow for
investment purposes on a secured basis through entering into reverse
repurchase agreements as described below.
    
   
     Lending Portfolio Securities.  (Dreyfus Cash Management Plus, Dreyfus
Government Cash Management, and Dreyfus Government Prime 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.  The 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 33-1/3% (20% as to Dreyfus Government
Cash Management) of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management
Plus, cash equivalents, U.S. Government securities, or other high quality
liquid debt securities, or, as to Dreyfus Government Cash Management and
Dreyfus Government Prime Cash Management, 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
the Fund at any time upon specified notice.  The Fund might experience risk
of loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement.  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.
    
   
    
   
     Reverse Repurchase Agreements.  (Dreyfus Cash Management Plus)  Dreyfus
Cash Management Plus may enter into reverse repurchase agreements with
banks, brokers or dealers.  Reverse purchase 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 and return received on the securities purchased.
The Fund's Board has considered the risks to the Fund and its shareholders
which may result from the entry into reverse repurchase agreements and has
determined that the entry into such agreements is consistent with the Fund's
investment objective and management policies.  The Fund will segregate
permissible liquid assets 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.
    
   
     Forward Commitments.  (Dreyfus Cash Management Plus, Dreyfus Government
Cash Management, Dreyfus Government Prime Cash Management and each Tax
Exempt Fund)   Each of these Funds may purchase portfolio securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase.  The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty.  The Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is
deemed advisable.  The Fund will segregate permissible liquid assets at
least equal at all times to the amount of the purchase commitment.
    
   
     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 forward commitment or 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
   
     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.  The 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.
    
   
     Foreign Securities.  (Dreyfus Cash Management and Dreyfus Cash
Management Plus)  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 those securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers, although such obligations
may be higher yielding when compared to the securities of U.S. domestic
issuers.  Such risks include possible future political and economic
developments, seizure or nationalization of foreign deposits, imposition of
foreign withholding taxes on interest income payable on the securities,
establishment of exchange controls or adoption of other foreign governmental
restrictions which might adversely affect the payment of principal and
interest on these securities.
    
   
     Investing in Municipal Obligations.  (Tax Exempt Funds)  Each Tax
Exempt Fund may invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an economic,
business or political development or change affecting one such security also
would affect the other securities; for example, securities the interest upon
which is paid from revenues of similar types of projects.  As a result, the
Fund 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 Tax Exempt
Fund may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis.  Although "non-
appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult.  In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, the Manager will consider, on an
ongoing basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.
    
   
     Certain provisions in the Internal Revenue Code of 1986, as amended
(the "Code"), relating to the issuance of Municipal Obligations may reduce
the volume of Municipal Obligations qualifying for Federal tax exemption.
One effect of these provisions could be to increase the cost of the
Municipal Obligations available for purchase by the Fund and thus reduce
available yield.  Shareholders should consult their tax advisers concerning
the effect of these provisions on an investment in the Fund.  Proposals that
may restrict or eliminate the income tax exemption for interest on Municipal
Obligations may be introduced in the future.  If any such proposal were
enacted that would reduce the availability of Municipal Obligations for
investment by the Fund so as to adversely affect Fund shareholders, the Fund
would reevaluate its investment objective and policies and submit possible
changes in the Fund's structure to shareholders for their consideration.  If
legislation were enacted that would treat a type of Municipal Obligation as
taxable, the Fund would treat such security as a permissible Taxable
Investment within the applicable limits set forth herein.
    
   
     Investing in 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 years 1993
through 1998, the State recorded balanced budgets on a cash basis, with
positive fund balances in the General Fund.  New York State ended its 1997-
98 fiscal year on March 31, 1998 in balance on a cash basis, with a cash
surplus in the General Fund of approximately $2.04 billion.  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.
    
   
     Simultaneous Investments.  (All Funds)  Investment decisions for each
Fund are made independently from those of other investment companies advised
by the Manager.  If, however, such other investment companies desire to
invest in, or dispose of, the same securities as the Fund, available
investments or opportunities for sales will be allocated equitably to each.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
    
Investment Restrictions
   
     Each Fund's investment objective is a fundamental policy, which cannot
be changed without approval by the holders of a majority (as defined in the
1940 Act) of the Fund's outstanding voting shares.  In addition, the Funds
have adopted certain investment restrictions as fundamental policies and
certain other investment restrictions as non-fundamental policies, as
described below.
    
   
     Dreyfus Cash Management.  Dreyfus Cash Management has adopted
investment restrictions numbered 1 through 11 as fundamental policies.
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.   Dreyfus Cash Management Plus has
adopted investment restrictions numbered 1 through 11 as fundamental
policies.  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 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.

     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 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.

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

     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.  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 Government Prime Cash Management.  Dreyfus Government Prime
Cash Management has adopted investment restrictions numbered 1 through 6 as
fundamental policies.  Investment restrictions numbered 7  through 11 are
not fundamental policies and may be changed by vote of a majority of the
Fund's Board members at any time.  Dreyfus Government Prime Cash Management
may not:
    
     1.   Borrow money, except to the extent permitted under the 1940 Act,
which currently limits borrowings to up to 33-1/3% of the value of the
Fund's total assets.

     2.   Purchase securities on margin.

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

     4.   Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests, but the Fund may purchase
and sell securities that are secured by real estate or issued by companies
that deal in real estate.

     5.   Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.  However, 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 in accordance
with guidelines established by the Securities and Exchange Commission and
the Fund's Board.

     6.   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, it agencies or instrumentalities.

     7.   Purchase common stocks, preferred stocks, warrants or other equity
securities.

     8.   Write or purchase put or call options or combinations thereof,
except that the Fund may purchase and sell "obligations with puts attached"
in accordance with its stated investment policies.

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

     10.  Enter into repurchase agreements.

     11.  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.  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.

     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.   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.  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.

     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 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 and guaranteed by the U.S.
Government.

     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.  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.

     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.   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 restrictions numbered 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 number 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.  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.

     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.   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.

     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.

     Notwithstanding investment restrictions numbered 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 number 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.  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.

     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.   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 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 restrictions numbered 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 number 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.
   
    
   
                           MANAGEMENT OF THE FUNDS
    
   
     Each Fund's Board is responsible for the management and supervision of
the Fund.  The Board approves all significant agreements between the Fund
and those companies that furnish services to the Fund.  These companies are
as follows:
    
   
     The Dreyfus Corporation             Investment Adviser
     Premier Mutual Fund Services, Inc.  Distributor
     Dreyfus Transfer, Inc.              Transfer Agent
     The Bank of New York                Custodian
    
     Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five years,
are shown below.
Board Members of the Funds
   
JOSEPH S. DiMARTINO, Chairman of the Board.  Since January 1995, Chairman of
       the Board of various funds in the Dreyfus Family of Funds.  He is
       also a director of The Noel Group, Inc., a venture capital company
       (for which, from February 1995 until November 1997, he was Chairman
       of the Board), The Muscular Dystrophy Association, HealthPlan
       Services Corporation, a provider of marketing, administrative, and
       risk management services for health and other benefit programs,
       Carlyle Industries, Inc. (formerly, Belding Heminway Company, Inc.),
       a button packager and distributor, Century Business Services, Inc.,
       (formerly, International Alliance Seminars, Inc.), a provider of
       various outsourcing functions for small and medium sized companies,
       and Career Blazers, Inc. (formerly, Staffing Resources, Inc.), a
       temporary placement agency.  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 55 years old and his
       address is 200 Park Avenue, New York, New York 10166.
    
   
DAVID W. BURKE, Board Member.  Board members of various funds in the Dreyfus
       Family of Funds.  Chairman of the Broadcasting Board of Governors,
       an independent board within the United States Information Agency
       from August 1995 to November 1998.  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 62 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 51 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 71 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 is also Chairman of the President's Foreign Intelligence
      Advisory Board and 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 68 years old and his
      address is 1615 L Street, N.W., Suite 1300, Washington D.C. 20036.

     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 fiscal year
ended January 31, 1999 and by all funds in the Dreyfus Family of Funds for
which such person was a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation*) during the year
ended December 31, 1998, are set forth below.
    
   
<TABLE>
<CAPTION>
<S>                                     <S>                        <S>
                                                                   Total Compensation
Name of Board                           Aggregate Compensation     from Funds and Fund Complex
Member and Fund                         from Fund(+)(**)           Paid to Board Member

Joseph S. DiMartino                                                $619,660 (187)

Dreyfus Cash Management                       $
Dreyfus Cash Management Plus, Inc.            $
Dreyfus Government Cash Management Funds***   $
Dreyfus Treasury Cash Management              $
Dreyfus Treasury Prime Cash Management        $
Dreyfus Municipal Cash Management Plus        $
Dreyfus Tax Exempt Cash Management            $
Dreyfus New York Municipal Cash               $
Management

    
                                                                      Total Compensation
Name of Board                           Aggregate Compensation     from Funds and Fund Complex
Member and Fund                         from Fund(+)(**)           Paid to Board Member

David W. Burke                                                     $233,500 (62)

Dreyfus Cash Management                       $
Dreyfus Cash Management Plus, Inc.            $
Dreyfus Government Cash Management Funds***   $
Dreyfus Treasury Cash Management              $
Dreyfus Treasury Prime Cash Management        $
Dreyfus Municipal Cash Management Plus        $
Dreyfus Tax Exempt Cash Management            $
Dreyfus New York Municipal Cash               $
Management

    
   
Isabel P. Dunst                                                    $ 52,000 (9)

Dreyfus Cash Management                       $
Dreyfus Cash Management Plus, Inc.            $
Dreyfus Government Cash Management Funds***   $
Dreyfus Treasury Cash Management              $
Dreyfus Treasury Prime Cash Management        $
Dreyfus Municipal Cash Management Plus        $
Dreyfus Tax Exempt Cash Management            $
Dreyfus New York Municipal Cash               $
Management

    
   
Lyle E. Gramley                                                    $ 52,000 (9)

Dreyfus Cash Management                       $
Dreyfus Cash Management Plus, Inc.            $
Dreyfus Government Cash Management Funds***   $
Dreyfus Treasury Cash Management              $
Dreyfus Treasury Prime Cash Management        $
Dreyfus Municipal Cash Management Plus        $
Dreyfus Tax Exempt Cash Management            $
Dreyfus New York Municipal Cash               $
Management
    
   
                                                                   Total Compensation
Name of Board                           Aggregate Compensation     from Funds and Fund Complex
Member and Fund                         from Fund(+)(**)           Paid to Board Member

Warren B. Rudman                                                   $ 82,000 (25)

Dreyfus Cash Management                       $
Dreyfus Cash Management Plus, Inc.            $
Dreyfus Government Cash Management Funds***   $
Dreyfus Treasury Cash Management              $
Dreyfus Treasury Prime Cash Management        $
Dreyfus Municipal Cash Management Plus        $
Dreyfus Tax Exempt Cash Management            $
Dreyfus New York Municipal Cash               $
Management
</TABLE>
    
   
___________________________

(+)  The aggregate compensation payable to each Board member by each Fund
was paid by the Manager. See "Management Arrangements."
    
   
(*)  Represents the number of separate portfolios comprising the investment
companies of the Fund complex, including the Fund, for which the Board
member serves.
    
   
(**)  Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $______in the aggregate for all Board Members as
a group, all of which was paid by the Manager.  See "Management
Arrangements."
    
   
(***)  Includes Dreyfus Government Cash Management and Dreyfus Government
Prime Cash Management.
    

Officers of the Funds
   
MARIE E. CONNOLLY, President and Treasurer.  President, Chief Executive
      Officer, Chief Compliance Officer and a director of the Distributor
      and Funds Distributor, Inc., the ultimate parent of which is Boston
      Institutional Group, Inc., and an officer of other investment
      companies advised or administered by the Manager.  She is 41 years
      old.
    
   
MARGARET W. CHAMBERS, Vice President and Secretary.  Senior Vice President
      and General Counsel of Funds Distributor, Inc., and an officer of
      other investment companies advised or administered by the Manager.
      From August 1996 to March 1998, she was Vice President and Assistant
      General Counsel for Loomis, Sayles & Company, L.P.  From January 1986
      to July 1996, she was an associate with the law firm of Ropes & Gray.
      She is 39 years old.
    
   
    
   
    
   
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
      Treasurer.  Vice President and Client Development Manager of Funds
      Distributor, Inc., and an officer of other investment companies
      advised or administered by the Manager.  From April 1997 to March
      1998, she was employed as a Relationship Manager with Citibank, N.A.
      From August 1995 to April 1997, she was an Assistant Vice President
      with Hudson Valley Bank, and from September 1990 to August 1995, she
      was Second Vice President with Chase Manhattan Bank.  She is 30 years
      old.
    
   
MARY A. NELSON, Vice President and Assistant Treasurer.  Vice President of
      the Distributor and 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 34 years old.
    
   
GEORGE A. RIO, Vice President and Assistant Treasurer.  Executive Vice
      President and Client Service Director of Funds Distributor, Inc., and
      an officer of other investment companies advised or administered by
      the Manager.  From June 1995 to March 1998, he was Senior Vice
      President and Senior Key Account Manager for Putnam Mutual Funds.
      From May 1994 to June 1995, he was Director of Business Development
      for First Data Corporation.  From September 1983 to May 1994, he was
      Senior Vice President and Manager of Client Services and Director of
      Internal Audit at The Boston Company, Inc.  He is 44 years old.
    
   
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer.  Senior Vice
      President, Treasurer, Chief Financial Officer and a director of the
      Distributor and Funds Distributor, Inc., 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 36 years old.
    
   
DOUGLAS C. CONROY, Vice President and Assistant Secretary.  Assistant Vice
      President 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.  He is 29 years old.
    
   
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary.  Vice
      President and Senior Associate General Counsel of Funds Distributor,
      Inc., and an officer of other investment companies advised or
      administered by the Manager.  From April 1994 to July 1996, he was
      Assistant Counsel at Forum Financial Group.  He is 34 years old.
    
   
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary.  Manager of
      Treasury Services Administration of Funds Distributor, Inc., and an
      officer of other investment companies advised or administered by the
      Manager.  From July 1994 to November 1995, she was a Fund Accountant
      for Investors Bank & Trust Company.  She is 26 years old.
    
   
ELBA VASQUEZ, Vice President and Assistant Secretary.  Assistant Vice
      President of Funds Distributor, Inc., and an officer of other
      investment companies advised or administered by the Manager.  From
      March 1990 to May 1996, she was employed by U.S. Trust Company of New
      York where she held various sales and marketing positions.  She is 37
      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 17, 1999.
    
   
     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 the Fund's Institutional Shares, Administrative Shares, Investor
Shares or Participant Shares outstanding on March 17, 1999.
    
     A shareholder who beneficially owns, directly or indirectly, more than
25% of the Fund's voting securities may be deemed a "control person" (as
defined in the 1940 Act) of the Fund.

   
                           MANAGEMENT ARRANGEMENTS
    
   
     Investment Adviser.  The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon").  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 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.
    
   
     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. Except as to
Dreyfus Government Prime Cash Management, each Agreement was approved by
Fund 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
_______________, 1999.  With respect to Dreyfus Government Prime Cash
Management, the Agreement was approved by Fund shareholders on February 27,
1998, and was approved by the Fund's Board at a meeting held on January 30,
1998.  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:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director;  Thomas F. Eggers, Vice Chairman-Institutional and a
director; Lawrence S. Kash, Vice Chairman and a director;  J. David Officer,
Vice Chairman and a director;  Ronald P. O'Hanley III, Vice Chairman;
William T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary, Diane P. Durnin, Vice President-
Product Development; Patrice M. Kozlowski, Vice President-Corporate
Communications;  Mary Beth Leibig, Vice President-Human Resources;  Andrew
S. Wasser, Vice President-Information Systems;  Theodore A. Schachar, Vice
President;  Wendy Strutt, Vice President; Richard Terres, Vice President;
William H. Maresca, Controller;  James Bitetto, Assistant Secretary;  Steven
F. Newman, Assistant Secretary;  and Mandell L. Berman, Burton C. Borgelt,
Steven G. Elliott, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron,
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 the Taxable
Funds are Bernard Kiernan, Patricia A. Larkin, and Thomas Riordan.  The
portfolio managers of the Tax Exempt Funds are Joseph P. Darcy, A. Paul
Disdier, Douglas J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard J.
Moynihan, Michael Petty, 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.
    
   
     The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds.  The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Funds.  The Distributor may use
part or all of such payments to pay Service Agents (as defined below) in
respect of these services.  The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
    
   
     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 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 fiscal period
ended January 31, 1997:
    
   
                                     Fiscal Year Ended January 31,
                                    1999         1998          1997

Dreyfus Cash Management         $10,239,876  $ 7,570,522   $ 6,271,157
Dreyfus Government Cash
    Management                  $10,333,829  $10,665,030   $10,873,643

Dreyfus Government Prime Cash
     Management**               $   502,738  N/A           N/A

Dreyfus Tax Exempt Cash
    Management                  $ 3,167,555  $ 3,136,936   $ 2,873,913
    
   

                                             Six Month
                     Fiscal Year Ended      Period Ended   Fiscal Year
                        January 31,         January 31,    Ended July 31,
                      1999       1998          1997           1996
Dreyfus Treasury
  Cash Management* $7,876,585  $6,593,106    $2,984,786     $5,232,456

Dreyfus New York
  Municipal Cash
  Management*      $  464,622 $   347,831    $  150,092     $ 210,603
    
   

                                             One Month    Fiscal Year
                      Fiscal Year Ended    Period Ended       Ended
                         January 31,        January 31,    December 31,
                       1999       1998          1997          1996
Dreyfus Municipal
 Cash Management
 Plus*                $458,433    $403,000      $32,580       $459,763

    
   

                                             Four Month   Fiscal Year
                      Fiscal Year Ended     Period Ended       Ended
                         January 31,         January 31,  September 30,
                       1999       1998          1997          1996
Dreyfus Cash
Management
  Plus              $15,318,734  $14,788,809  $4,417,546    $11,722,426


    
   
                                             Eleven Month    Fiscal Year
                      Fiscal Year Ended      Period Ended       Ended
                         January 31,          January 31,    February 29,
                       1999       1998          1997          1996
Dreyfus Treasury
Prime Cash          $7,187,183  $6,765,077   $6,363,231    $6,907,593
Management
    
   
*    Dreyfus Treasury Cash Management and Dreyfus New York Municipal Cash
Management each changed their fiscal year end from July 31 to January 31;
Dreyfus Municipal Cash Management Plus changed its fiscal year end from December
31 to January 31; Dreyfus Treasury Prime Cash Management changed its fiscal year
end from the last day of February to January 31; and Dreyfus Cash Management
Plus changed its fiscal year end from September 30 to January 31.
    
   
**   For the period from February 27, 1998 (commencement of investment
operations) to January 31, 1999.
    
   
     As to each Fund, for the fiscal year ending January 31, 2000 and
thereafter, until 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 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 each such class of shares at the annual rate set forth in the
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.
   
     Distributor.  The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as each Fund's distributor on a best efforts
basis pursuant to an agreement which is renewable annually.
    
   
     Transfer and Dividend Disbursing Agent and Custodian.  Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is each Fund's
transfer and dividend disbursing agent.  Under a separate transfer agency
agreement with each Fund, the Transfer Agent arranges for the maintenance of
shareholder account records for the Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund.  For these services, the
Transfer Agent receives a monthly fee from each Fund computed on the basis
of the number of shareholder accounts it maintains for the Fund during the
month, and is reimbursed for certain out-of-pocket expenses.
    
   
     The Bank of New York (the "Custodian"), 90 Washington Street, New York,
New York 10286, is each Fund's custodian.  The Custodian has no part in
determining the investment policies of the Funds or which securities are to
be purchased or sold by a Fund.  Under a separate custody agreement with
each Fund, the Custodian holds the Fund's securities and keeps all necessary
accounts and records.  For its custody services, the Custodian receives a
monthly fee from each Fund based on the market value of the Fund's assets
held in custody and receives certain securities transactions charges.
    

                              HOW TO BUY SHARES
   
    
   
     Each Fund offers four classes of shares--Institutional Shares,
Administrative Shares,  Investor Shares and Participant Shares.  The classes
are identical, except as to the services offered to each class and the
expenses borne by each class which may affect performance.        See
"Service Plan."
    
   
     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.  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.
Institutions purchasing Fund shares have agreed to transmit copies of the
Fund's Prospectus and all relevant Fund materials, including proxy
materials, to each individual or entity for whose account the shares were
purchased, to the extent required by law.
    
   
     The minimum initial investment 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 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.
    
   
     Fund 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
Dreyfus Institutional Services Division at one of the telephone numbers
listed on the cover.
    
   
     Fund 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 or other
authorized entity to receive orders on behalf of the Fund.  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.  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."
    
   
     Taxable Funds--Each of these Funds' net asset value per share is
determined twice daily:  (i) as of 5:00 p.m., New York time, and (ii) as of
8:00 p.m., New York 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.
    
   
     Investors whose orders are placed with, and payments are received in or
converted into Federal Funds by, the Custodian by 12:00 Noon, New York 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.
    
   
     As to each Fund except Dreyfus Government Prime Cash Management and
Dreyfus Treasury Prime Cash Management, 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 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.
    
   
     As to Dreyfus Government Prime Cash Management and Dreyfus Treasury
Prime Cash Management only, orders placed with Dreyfus Institutional
Services Division in New York after 12:00 Noon, New York time, but prior to
3:00 p.m., New York time, and payments for which are received in or
converted into Federal Funds by the Custodian 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 for shares placed between 3:00 p.m. and 5:00 p.m., New
York time, will not be accepted and executed, and notice of the purchase
order being rejected will be given to the institution placing the order and
any funds received will be returned promptly to the sending institution.
    
   
     Orders effected through 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 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.
    
   
     Tax Exempt Funds--Each of these Funds' 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.
    
   
     Investors whose orders are placed with, and payments are received in or
converted into Federal Funds by, the Custodian 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 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 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.
    
   
     Using Federal Funds.  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 Custodian.
    

                                SERVICE PLANS
                 (ADMINISTRATIVE SHARES, INVESTOR SHARES AND
                          PARTICIPANT SHARES ONLY)
   
     Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under the
1940 Act (the "Rule") for its Administrative Shares, Investor Shares and
Participant Shares.  The Rule provides, among other things, that an
investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule.  The  Board has
adopted a separate plan (the "Service Plan") with respect to each Fund's
Administrative Shares, Investor Shares and Participant Shares pursuant to
which the Fund (a) reimburses the Distributor for distributing such classes
of shares and (b) pays the Manager, Dreyfus Service Corporation 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.   These services include answering shareholder
inquiries regarding the Fund and providing reports and other information,
and services related to the maintenance of shareholders accounts
("Servicing").  Under the Service Plan, as to each relevant class, the
Distributor and Dreyfus may make payments to Service Agents in respect to
these services.   Generally, the Service Agent will provide holders of
Administrative, Investor or Participant Shares a consolidated statement.
The Service Agent generally also will provide the holders of Investor or
Participant Shares checkwriting privileges and, in the case of Participant
Shares, automated teller machine access, and bill paying services.   The
amount paid under the Service Plan for Servicing is intended to be a
"service fee" as defined under the Conduct Rules of the National Association
of Securities Dealers, Inc. (the "NASD"), and at no time will such amount
exceed the maximum amount permitted to be paid under the NASD Conduct Rules
as a service fee.  The fees payable under the Service Plan are payable
without regard to actual expenses incurred.  The Board believes that there
is a reasonable likelihood that each Fund's Service Plan will benefit such
Fund and the holders of its 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  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 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.  Board members of each Fund last so approved the Fund's
Service Plan at a meeting held on _______________, 1999.  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
fiscal year ended January 31, 1999 are as follows:
    
   
Name of Fund                Total Amount
and Share Class            Paid Pursuant to    Distributor
                            Service Plan       Payments      Dreyfus Payments

Dreyfus Cash Management
Administrative Shares      $      48,700     $    48,700     $      0
Investor Shares            $   1,102,657     $   384,294     $718,363
Participant Shares         $     248,700     $   343,540     $      0
    
   
Dreyfus Cash Management Plus
Administrative Shares      $      29,415     $    29,415     $      0
Investor Shares            $   1,867,072     $ 1,659,873     $207,199
Participant Shares         $     304,277     $   304,277     $      0
    
   
Dreyfus Government Prime Cash Management*
Administrative Shares      $         104     $       104     $      0
Investor Shares            $      11,000     $    11,000     $      0
Participant Shares         $     610,690     $   610,690     $      0
    
   
Dreyfus Government Cash Management
Administrative Shares      $     110,523     $   110,523     $      0
Investor Shares            $   1,708,940     $   987,473     $721,467
Participant Shares         $     216,432     $   216,432     $      0
    
   
Dreyfus Treasury Cash Management
Administrative Shares      $      14,327     $    14,327     $      0
Investor Shares            $   1,488,972     $ 1,053,265     $435,707
Participant Shares         $     455,495     $   455,495     $      0
    
   
Dreyfus Treasury Prime Cash Management
Administrative Shares      $      54,615     $    54,615     $      0
Investor Shares            $     924,779     $   924,779     $      0
Participant Shares         $     598,703     $   598,703     $      0
    
   
Dreyfus Tax Exempt Cash Management
Administrative Shares      $         480     $       480     $      0
Investor Shares            $     341,577     $   270,972     $ 70,605
Participant Shares         $     283,115     $   283,115     $      0
    
   
Name of Fund                Total Amount
and Share Class            Paid Pursuant to    Distributor
                            Service Plan       Payments      Dreyfus Payments

Dreyfus Municipal Cash Management Plus
Administrative             $           0     $         0     $      0
Shares
Investor Shares            $     113,357     $   113,357     $      0
Participant Shares         $      53,071     $    53,071     $      0
    
   
Dreyfus New York
  Municipal Cash
  Management
Administrative             $           0     $         0     $      0
Shares
Investor Shares            $      29,214     $    11,347     $ 17,867
Participant Shares         $       2,648     $     2,578     $     70
    
   
____________________
*  For the period from February 27, 1998 (commencement of investment
   operations) to January 31, 1999.
    

                         SHAREHOLDER SERVICES PLANS
                         (INSTITUTIONAL SHARES ONLY)
   
    
   
     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 an amount not to exceed the annual
rate of .25% of the value of the Fund's average daily net assets
attributable to Institutional Shares for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts.  The
services provided to holders of Institutional Shares 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.  Board
members of each Fund last so approved the Fund's Plan at a meeting held on
_______________, 1999.  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
Arrangements."
    
                            HOW TO REDEEM SHARES
   
     General.  Each Fund ordinarily will make payment for shares redeemed
within seven days after receipt by Dreyfus Institutional Services Division
or other entity authorized to receive orders on behalf of the Fund 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 Government Prime 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 by 5:00
p.m., 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 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 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 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 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 in proper form effected between 12:00 Noon and 8:00 p.m.,
New York time, by a means other than an automated interface or trading
system will not be effective until the following business day.
    
     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 and is
a fundamental policy of the Fund which may not be changed without
shareholder approval.  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 or other assets of the Fund in case of an emergency or
any time a cash distribution would impair the liquidity of the Fund to the
detriment of the existing shareholders.  In such event, the securities would
be valued in the same manner as the Fund's portfolio is valued.  If the
recipient sells such securities, brokerage charges might be incurred.
    
     Suspension of Redemptions.  The right of redemption may be suspended or
the date of payment postponed 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
   
    
     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%, 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, Martin Luther King Jr. Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.  The New York Stock Exchange also is closed on Good Friday.

                            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.
   
     No fees currently are charged shareholders directly in connection with
exchanges, although each Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.
    
   
     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), if the investor is a shareholder in such fund.  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
   
     Management believes that each Fund has qualified for the fiscal year
ended January 31, 1999 as a "regulated investment company" under the Code.
The Fund intends to continue to so qualify if such qualification is in the
best interests of its shareholders.  Such qualification relieves the Fund of
any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code.  If the
Fund did not qualify as a regulated investment company, it would be treated
for tax purposes as an ordinary corporation subject to Federal income tax.
    
   
     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 Code.
    
     Many states grant tax-free status to dividends paid to shareholders of
mutual funds from interest income earned by a fund from direct obligations
of the U.S. Government, subject in some states to minimum investment
requirements that must be met by the fund.  Investments in securities issued
by the Government National Mortgage Association or the Federal National
Mortgager Association, bankers' acceptances, commercial paper and repurchase
agreements collateralized by U.S. Government securities do not generally
qualify for tax-free treatment.  At the end of each calendar year, as
applicable, investors will be provided with the percentage of any dividends
paid that may qualify for such tax-free treatment.   Investors should then
consult with their tax advisers with respect to the application of state and
local laws to these distributions.

                           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 shares of a Fund or other funds advised
by the Manager or its affiliates.
    
     Research services furnished by brokers through which a Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising 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
   
    
   
     For the seven-day period ended January 31, 1999, 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 Class      Yield              Effective Yield

Dreyfus Cash Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Cash Management
Plus

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Government Prime
Cash Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Government Cash
Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Treasury Cash
Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Treasury Prime Cash
Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Municipal Cash
Management Plus

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus Tax Exempt Cash
Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
   
Dreyfus New York Municipal
Cash Management

Institutional Shares        %                  %
Administrative Shares       %                  %
Investor Shares             %                  %
Participant Shares          %                  %
    
     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 1999 Federal income tax rate of ___%, the tax
equivalent yield for the 7-day period ended January 31, 1999 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:
    
   

Name of Fund and Class                Tax Equivalent Yield


Dreyfus Municipal Cash
Management Plus

Institutional Shares                            %
Administrative Shares                           %
Investor Shares                                 %
Participant Shares                              %
    
   
Dreyfus Tax Exempt Cash
Management

Institutional Shares                            %
Administrative Shares                           %
Investor Shares                                 %
Participant Shares                              %
    
   
     Based upon a combined 1999 Federal, New York State, and New York City
personal income tax rate of ___%, the tax equivalent yield for the seven-day
period ended January 31, 1999 for Dreyfus New York Municipal Cash Management
was as follows:
    
   
Dreyfus New York Municipal Cash
Management

Institutional Shares                            %
Administrative Shares                           %
Investor Shares                                 %
Participant Shares                              %
    
   
     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 tax equivalent figures, however, do not include
the potential effect of any state or local (including, but not limited to,
county, district or city) taxes, including applicable surcharges.  The tax
equivalent yields noted above for 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 ___% rate has been used, and for New York
State and New York City personal income tax purposes, the rates of ___% and
___%, 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, comparative performance information may be used in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate MonitorT, IBC's Money Fund ReportT, IBC's Rated
Money Fund ReportT, Morningstar, Inc. and other industry publications.
    
     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.  From
time to time, advertising materials for a Fund also may discuss the
availability and benefits of offering the Funds as investment vehicles for
commercial sweep accounts, and may discuss statistics, data, and industry
trends in this regard.


                         INFORMATION ABOUT THE FUNDS
   
     Each Fund's shares are classified into four classes.  Each Fund 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.  Each Fund share, 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.
    
     Under Massachusetts law, shareholders of a Fund (other than Dreyfus
Cash Management Plus, which is a Maryland Corporation) could, under certain
circumstances, be held liable for the obligations of the Fund.  However,
each Funds' Agreement and Declaration of Trust (each, a "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.
   
     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 Board
members or the appointment of auditors.  However, the holders of at least
10% of the shares outstanding and entitled to vote may require the Fund to
hold a special meeting of shareholders for purposes of removing a Board
member from office.  Fund shareholders may remove a Board member by the
affirmative vote of a majority, in the case of Dreyfus Cash Management Plus,
or two-thirds, in the case of each other Fund, of the Fund's outstanding
voting shares.  In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected
by shareholders.
    
   
     The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes.  A shareholder of
one portfolio is not deemed to be a shareholder of any other portfolio.  For
certain matters shareholders vote together as a group; as to others they
vote separately by portfolio.
    
   
     To date, the Company's Board has authorized the creation of two series
of shares.  All consideration received by the Company for shares of one of
the portfolios, and all assets in which such consideration is invested, will
belong to that portfolio (subject only to the rights of creditors of the
Company) and will be subject to the liabilities related thereto.  The income
attributable to, and the expenses of, one portfolio would be treated
separately from those of the other portfolio.  The Company has the ability
to create, from time to time, new series without shareholder approval.
    
   
     Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an
investment company, such as the Company, will not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter.  Rule 18f-2
further provides that a series shall be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of such series.
However, the Rule exempts the selection of independent accountants and the
election of Board members from the separate voting requirements of the Rule.
    
   
     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 believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by the Prospectuses or this Statement of
Additional Information.  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 the Prospectuses or
this Statement of Additional Information.  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 the combined Prospectuses
or this Statement of Additional Information about another Fund.  The Board
members with respect to each Fund have considered this factor in approving
the use of the combined Prospectuses and this Statement of Additional
Information.
    
     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 over a one 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 _______________, 1999, the total net assets of all of the funds
composing the Dreyfus Family of Cash Management Funds amounted to
approximately $27.5 billion.
    
   
    
   
                      COUNSEL AND INDEPENDENT AUDITORS
    
   
    
   
     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 the Funds' Prospectuses.
    
   
     _____________________________________________________________,
independent auditors, have been selected as independent 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 IBCA, Inc.
("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), 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 Credit Quality) is the highest commercial
paper rating assigned by Fitch and indicates the strongest capacity for
timely payment of financial commitments.

     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 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 of the highest
credit quality.  The AAA rating by Fitch denotes the lowest expectation of
credit risk.  The AAA rating is assigned by Fitch only in case of
exceptionally strong capacity for timely payment of financial commitments;
the capacity is highly unlikely to be adversely affected by foreseeable
events.

     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.

     Fitch also assigns a rating to certain international and U.S. banks. A
Fitch bank rating represents Fitch's current assessment of the strength of
the bank and whether such bank would receive support should it experience
difficulties.  In its assessment of a bank, Fitch uses a dual rating system
comprised of Legal Ratings and Individual Ratings.  In addition, Fitch
assigns banks Long and Short-Term Ratings as used in the corporate ratings
discussed above.  Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support provided by
central banks or the bank's shareholders if it experienced difficulties, and
such ratings are considered by Fitch to be a prime factor in its assessment
of credit risk.  Individual Ratings, which range in gradations from A
through E, represent Fitch's assessment of a bank's economic merits and
address the question of how the bank would be viewed if it were entirely
independent and could not rely on support from state authorities or its
owners.

                                 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.

                                     AA

     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.

                                     Aa

     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

     The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's.  Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.  Issuers rated Prime-2 (P-2) have a
strong ability for repayment of senior short-term debt obligations.
Capitalization characteristics, while still appropriate, may be more
affected by external conditions.  Ample alternate liquidity is maintained.

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.

                                     AA

     Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA.  Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.  Plus (+) and minus (-) signs are used with 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)

                 INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS

     RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
   
    
   
     The following information is a summary of special factors affecting
investments in New York municipal obligations.  It does not purport to be a
complete description and is based on information from the Annual Information
Statement of the State of New York dated June 26, 1998 and a supplement
thereto dated November 4, 1998.  The factors affecting the financial
condition of New York State (the "State") and New York City (the "City") are
complex and the following description constitutes only a summary.
    
   
General
    
   
     New York is the third most populous state in the nation and has a
relatively high level of personal wealth.  The state's economy is diverse,
with a comparatively large share of the nation's finance, insurance,
transportation, communications and services employment, and a very small
share of the nation's farming and mining activity.  The State's location and
its excellent air transport facilities and natural harbors have made it an
important link in international commerce.  Travel and tourism constitute an
important part of the economy.  Like the rest of the nation, New York has a
declining proportion of its workforce engaged in manufacturing, and an
increasing proportion engaged in service industries.
    
   
     Services: The services sector, which includes entertainment, personal
services, such as health care and auto repairs, and business-related
services, such as information processing, law and accounting, is the State's
leading economic sector.  The services sector accounts for more than three
of every ten nonagricultural jobs in New York and has a noticeably higher
proportion of total jobs than does the rest of the nation.
    
   
     Manufacturing: Manufacturing employment continues to decline in
importance in New York, as in most other states, and New York's economy is
less reliant on this sector than is the nation.  The principal manufacturing
industries in recent years produced printing and publishing materials,
instruments and related products, machinery, apparel and finished fabric
products, electronic and other electric equipment, food and related
products, chemicals and allied products, and fabricated metal products.
    
   
     Trade: Wholesale and retail trade is the second largest sector in terms
of nonagricultural jobs in New York but is considerably smaller when
measured by income share.  Trade consists of wholesale businesses and retail
businesses, such as department stores and eating and drinking
establishments.
    
   
     Finance, Insurance and Real Estate: New York City is the nation's
leading center of banking and finance and, as a result, this is a far more
important sector in the State than in the nation as a whole.  Although this
sector accounts for under one-tenth of all nonagricultural jobs in the
State, it contributes over one-sixth of all nonfarm labor and proprietors'
income.
    
   
     Agriculture: Farming is an important part of the economy of large
regions of the State, although it constitutes a very minor part of total
State output.  Principal agricultural products of the State include milk and
dairy products, greenhouse and nursery products, apples and other fruits,
and fresh vegetables.  New York ranks among the nation's leaders in the
production of these commodities.
    
   
     Government: Federal, State and local government together are the third
largest sector in terms of nonagricultural jobs, with the bulk of the
employment accounted for by local governments.  Public education is the
source of nearly one-half of total state and local government employment.
    
   
     Relative to the nation, the State has a smaller share of manufacturing
and construction and a larger share of service-related industries.  The
State's finance, insurance, and real estate share, as measured by income, is
particularly large relative to the nation.  The State is likely to be less
affected than the nation as a whole during an economic recession that is
concentrated in manufacturing and construction, but likely to be more
affected during a recession that is concentrated in the service-producing
sector.
    
   
Economic Outlook

U. S. Economy
    
   
     Economic growth during both 1998 and 1999 is expected to be slower than
it was during 1997.  The financial and economic turmoil which started in
Asia and has spread to other parts of the world is expected to continue to
negatively affect U.S. trade balances throughout most of 1999.  In addition,
growth in domestic consumption, which has been a major driving force behind
the nation's strong economic performance in recent years, is expected to
slow in 1999 as consumer confidence retreats from historic highs and the
stock market ceases to provide large amounts of extra discretionary income.
However, the lower short-term interest rates which are expected to be in
force during 1999 should help prevent a recession.  The revised forecast
projects real GDP growth of 3.4 percent in 1998, moderately below the 1997
growth rate.  In 1999, real GDP growth is expected to fall further, to 1.6
percent.  The growth of nominal GDP is projected to decline from 5.9 percent
in 1997 to 4.6 percent in 1998 and 3.7 percent in 1999.  The inflation rate
is expected to drop to 1.7 percent in 1998 before rising to 2.7 percent in
1999.  The annual rate of job growth is expected to be 2.5 percent in 1998,
almost equaling the strong growth rate experienced in 1997.  In 1999,
however, employment growth is forecast to slow markedly, to 1.9 percent.
Growth in personal income and wages is expected to slow in 1998 and again in
1999.
    
   
State Economy
    
   
     Continued growth is projected in 1998 and 1999 for employment, wages,
and personal income, although, for 1999, a significant slowdown in the
growth rates of personal income and wages are expected.  The growth of
personal income is projected to rise from 4.7 percent in 1997 to 5.0 percent
in 1998, but then drop to 3.4 percent in 1999, in part because growth in
bonus payments is expected to moderate significantly, a distinct shift from
the unusually high increases of the last few years.  Overall employment
growth is expected to be 2.0 percent in 1998, the strongest in a decade, but
is expected to drop to 1.0 percent in 1999, reflecting the slowing growth of
the national economy, continued spending restraint in government, less
robust profitability in the financial sector and continued restructuring in
the manufacturing, health care, and banking sectors.
    
   
State Financial Plan
    
   
     The State Constitution requires the Governor to submit to the
legislature a balanced executive budget which contains a complete plan of
expenditures (the "State Financial Plan") for the ensuing fiscal year and
all moneys and revenues estimated to be available therefor, accompanied by
bills containing all proposed appropriations or reappropriations and any new
or modified revenue measures to be enacted in connection with the executive
budget.  A final budget must be approved before the statutory deadline of
April 1.  The State Financial Plan is updated quarterly pursuant to law.
    
   
1998-99 Fiscal Year
    
   
     The State's current fiscal year began on April 1, 1998 and ends on
March 31, 1999 and is referred to herein as the State's 1998-99 fiscal year.
The Legislature adopted the debt service component of the State budget for
the 1998-99 fiscal year on March 30, 1998 and the remainder of the budget on
April 18, 1998.  In the period prior to adoption of the budget for the
current fiscal year, the Legislature also enacted appropriations to permit
the State to continue its operations and provide for other purposes.  On
April 25, 1998, the Governor vetoed certain items that the Legislature added
to the Executive Budget.  The Legislature had not overridden any of the
Governor's vetoes as of the start of the legislative recess on June 19, 1998
(under the State Constitution, the Legislature can override one or more of
the Governor's vetoes with the approval of two-thirds of the members of each
house).
    
   
     General Fund disbursements in 1998-99 are now projected to grow by
$2.43 billion over 1997-98 levels, or $690 million more than proposed in the
Governor's Executive Budget, as amended.  The change in General Fund
disbursements from the Executive Budget to the enacted budget reflects
legislative additions (net of the value of the Governor's vetoes), actions
taken at the end of the regular legislative session, as well as spending
that was originally anticipated to occur in 1997-98 but is now expected to
occur in 1998-99.  The State projects that the 1998-99 State Financial Plan
is balanced on a cash basis, with an estimated reserve for future needs of
$761 million.
    
   
     The State's enacted budget includes several new multi-year tax
reduction initiatives, including acceleration of State-funded property and
local income tax relief for senior citizens under the School Tax Relief
Program (STAR), expansion of the child care income-tax credit for middle-
income families, a phased-in reduction of the general business tax, and
reduction of several other taxes and fees, including an accelerated phase-
out of assessments on medical providers.  The enacted budget also provides
for significant increases in spending for public schools, special education
programs, and for the State and City university systems.  It also allocates
$50 million for a new Debt Reduction Reserve Fund (DRRF) that may eventually
be used to pay debt service costs on or to prepay outstanding State-
supported bonds.
    
   
     The 1998-99 State Financial Plan projects a closing balance in the
General Fund of $1.42 billion that is comprised of a reserve of $761 million
available for future needs, a balance of $400 million in the Tax
Stabilization Reserve Fund (TSRF), a balance of $158 million in the
Community Projects Fund (CPF), and a balance of $100 million in the
Contingency Reserve Fund (CRF).  The TSRF can be used in the event of an
unanticipated General Fund cash operating deficit, as provided under the
State Constitution and State Finance Law.  The CPF is used to finance
various legislative and executive initiatives.  The CRF provides resources
to help finance any extraordinary litigation costs during the fiscal year.
    
   
     Many complex political, social and economic forces influence the
State's economy and finances, which may in turn affect the State's Financial
Plan.  These forces may affect the State unpredictably from fiscal year to
fiscal year and are influenced by governments, institutions, and
organizations that are not subject to the State's control.  The State
Financial Plan is also necessarily 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.  The Division of Budget believes that its projections
of receipts and disbursements relating to the current State Financial Plan,
and the assumptions on which they are based, are reasonable.  Actual
results, however, could differ materially and adversely from the projections
set forth herein, and those projections may be changed materially and
adversely from time to time.  See "Special Considerations" below for a
discussion of risks and uncertainties faced by the State.
    
   
Second Update (current fiscal year)
    
   
     On October 30, 1998, the State issued the second of its three quarterly
updates to the 1998-99 Financial Plan.  In the Mid-Year Update, the State
continues to project that the State Financial Plan for 1998-99 will remain
in balance.  The State now projects total receipts in 1998-99 of $37.84
billion, an increase of $29 million over the amount projected in the First
Quarterly Update.  The State has made no changes to its July disbursement
projections, with total disbursements of $36.78 billion expected for the
current fiscal year.  The additional receipts increase the State's projected
surplus (reserve for future needs) by $29 million over the July estimate, to
$1.04 billion.
    
   
     The Financial Plan now projects a closing balance in the General Fund
of $1.7 billion.  The balance is comprised of the $1.04 billion reserve for
future needs, $400 million in the Tax Stabilization Reserve Fund, $100
million in the Contingency Reserve Fund (after a planned deposit of $32
million in 1998-99), and $158 million in the Community Projects Fund.
    
   
     The State ended the first six months of 1998-99 fiscal year with a
General Fund cash balance of $5.02 billion, roughly $143 million higher than
projected in the cash flow accompanying the July Update to the Financial
Plan.  Total receipts, including transfers from other funds, were
approximately $52 million higher than expected, with the increase comprised
of additional tax revenues ($22 million) and transfers from other funds ($30
million).  Total spending through the first six months of the fiscal year
was $16.28 billion, or $91 million lower than projected in July.  This
variance resulted primarily from higher spending in Grants to Local
Governments ($27 million), offset by lower spending in State Operations
($124 million).  These variances are timing-related and should not affect
total disbursements for the fiscal year.
    
   
Outyear Projections Of Receipts And Disbursements
    
   
     State law requires the Governor to propose a balanced budget each year.
In recent years, the State has closed projected budget gaps of $5.0 billion
(1995-96), $3.9 billion (1996-97), $2.3 billion (1997-98), and less than $1
billion (1998-99).  The State, as a part of the 1998-99 Executive Budget
projections submitted to the Legislature in February 1998, projected a 1999-
00 General Fund budget gap of approximately $1.7 billion and a 2000-01 gap
of $3.7 billion.  As a result of changes made in the 1998-99 enacted budget,
the 1999-00 gap is now expected to be roughly $1.3 billion, or about $400
million less than previously projected, after application of reserves
created as part of the 1998-99 budget process.  Such reserves would not be
available against subsequent year imbalances.
    
   
     Sustained growth in the State's economy could contribute to closing
projected budget gaps over the next several years, both in terms of higher-than-
projected tax receipts and in lower-than-expected entitlement spending.
However, the State's projections in 1999-00 currently assume actions to
achieve $600 million in lower disbursements and $250 million in additional
receipts from the settlement of State claims against the tobacco industry.
Consistent with past practice, the projections do not include any costs
associated with new collective bargaining agreements after the expiration of
the current round of contracts at the end of the 1998-99 fiscal year.  The
State expects that the 1999-00 Financial Plan will achieve savings from
initiatives by State agencies to deliver services more efficiently,
workforce management efforts, maximization of federal and non-General Fund
spending offsets, and other actions necessary to bring projected
disbursements and receipts into balance.
    
   
     The State will formally update its outyear projections of receipts and
disbursements for the 2000-01 and 2001-02 fiscal years as a part of the 1999-
00 Executive Budget process, as required by law.  The revised expectations
for years 2000-01 and 2001-02 will reflect the cumulative impact of tax
reductions and spending commitments enacted over the last several years as
well as new 1999-00 Executive Budget recommendations.  The STAR program,
which dedicates a portion of personal income tax receipts to fund school tax
reductions, has a significant impact on General Fund receipts.  STAR is
projected to reduce personal income tax revenues available to the General
Fund by an estimated $1.3 billion in 2000-01.  Measured from the 1998-99
base, scheduled reductions to estate and gift, sales and other taxes,
reflecting tax cuts enacted in 1997-98 and 1998-99, will lower General Fund
taxes and fees by an estimated $1.8 billion in 2000-01.  Disbursement
projections for the outyears currently assume additional outlays for school
aid, Medicaid, welfare reform, mental health community reinvestment, and
other multi-year spending commitments in law.  See "Special Considerations"
below for a description of other risks and uncertainties associated with the
State Financial Plan process.
    
   
Special Considerations
    
   
     The economic and financial condition of the State may be affected by
various financial, social, economic and political factors.  These factors
can be very complex, may vary from fiscal year to fiscal year, and are
frequently the result of actions taken not only by the State and its
agencies and instrumentalities, but also by entities, such as the federal
government, that are not under the control of the State.   Because of the
uncertainty and unpredictability of these factors, their impact cannot, as a
practical matter, be included in the assumptions underlying the State's
projections at this time.
    
   
     The State Financial Plan is based upon forecasts of national and State
economic activity developed through both internal analysis and review of
State and national economic forecasts prepared by commercial forecasting
services and other public and private forecasters.  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, the extent of corporate and governmental
restructuring, the condition of the financial sector, federal fiscal and
monetary policies, the level of interest rates, and the condition of the
world economy, which could have an adverse effect on the State.  There can
be no assurance that the State economy will not experience results in the
current fiscal year that are worse than predicted, with corresponding
material and adverse effects on the State's projections of receipts and
disbursements.
    
   
    
   
     Projections of total State receipts in the Financial Plan are based on
the State tax structure in effect during the fiscal year and on assumptions
relating to basic economic factors and their historical relationships to
State tax receipts.  In preparing projections of State receipts, economic
forecasts relating to personal income, wages, consumption, profits and
employment have been particularly important.  The projection of receipts
from most tax or revenue sources is generally made by estimating the change
in yield of such tax or revenue source caused by economic and other factors,
rather than by estimating the total yield of such tax or revenue source from
its estimated tax base.  The forecasting methodology, however, ensures that
State fiscal year collection estimates for taxes that are based on a
computation of annual liability, such as the business and personal income
taxes, are consistent with estimates of total liability under such taxes.
    
   
     Projections of total State disbursements are based on assumptions
relating to economic and demographic factors, levels of disbursements for
various services provided by local governments (where the cost is partially
reimbursed by the State), and the results of various administrative and
statutory mechanisms in controlling disbursements for State operations.
Factors that may affect the level of disbursements in the fiscal year
include uncertainties relating to the economy of the nation and the State,
the policies of the federal government, and changes in the demand for and
use of State services.
    
   
     An additional risk to the State Financial Plan arises from the
potential impact of certain litigation and of federal disallowances now
pending against the State, which could adversely affect the State's
projections of receipts and disbursements.  The State Financial Plan assumes
no significant litigation or federal disallowance or other federal actions
that could affect State finances, but has significant reserves in the event
of such an action.
    
   
     The Division of the Budget believes that its projections of receipts
and disbursements relating to the current State Financial Plan, and the
assumptions on which they are based, are reasonable.  Actual results,
however, could differ materially and adversely from the projections set
forth herein.  In the past, the State has taken management actions to
address potential Financial Plan shortfalls, and DOB believes it could take
similar actions should variances occur in its projections for the current
fiscal year.
    
   
     Despite recent budgetary surpluses recorded by the State, actions
affecting the level of receipts and disbursements, the relative strength of
the State and regional economy, and actions by the federal government have
helped to create projected structural budget gaps for the State.  These gaps
result from a significant disparity between recurring revenues and the costs
of maintaining or increasing the level of support for State programs.  To
address a potential imbalance in any given fiscal year, the State would be
required to take actions to increase receipts and/or or reduce disbursements
as it enacts the budget for that year, and, under the State Constitution,
the Governor is required to propose a balanced budget each year.  There can
be no assurance, however, that the Legislature will enact the Governor's
proposals or that the State's actions will be sufficient to preserve
budgetary balance in a given fiscal year or to align recurring receipts and
disbursements in future fiscal years.  For example, the fiscal effects of
tax reductions adopted in the last several fiscal years (including 1998-99)
are projected to grow more substantially beyond the 1998-99 fiscal year,
with the incremental annual cost of all currently enacted tax reductions
estimated at over $4 billion by the time they are fully effective in State
fiscal year 2002-03.  These actions will place pressure on future budget
balance in New York State.
    
   
1998-99 State Financial Plan
    
   
     Four governmental fund types comprise the State Financial Plan:  the
General Fund, the Special Revenue Funds, the Capital Projects Funds, and the
Debt Service Funds.
    
   
General Fund
    
   
     The General Fund is the principal operating fund of the State and is
used to account for all financial transactions except those required to be
accounted for in another fund.  It is the State's largest fund and receives
almost all State taxes and other resources not dedicated to particular
purposes.  In the State's 1998-99 fiscal year, the General Fund is expected
to account for approximately 47.6 percent of all Governmental Funds
disbursements and 70.1 percent of total State Funds disbursements.  General
Fund moneys are also transferred to other funds, primarily to support
certain capital projects and debt service payments in other fund types.
Total receipts and transfers from other funds are projected to be $37.56
billion, an increase of $3.01 billion from the 1997-98 fiscal year.  Total
General Fund disbursements and transfers to other funds are projected to be
$36.78 billion, an increase of $2.43 billion from the 1997-98 fiscal year.
    
   
Projected General Fund Receipts
    
   
     Total General Fund receipts in 1998-99 are projected to be $37.56
billion, an increase of over $3 billion from the $34.55 billion recorded in
1997-98.  This total includes $34.36 billion in tax receipts, $1.40 billion
in miscellaneous receipts, and $1.80 billion in transfers from other funds.
    
   
     The transfer of a portion of the surplus recorded in 1997-98 to 1998-99
exaggerates the "real" growth in State receipts from year to year by
depressing reported 1997-98 figures and inflating 1998-99 projections.
Conversely, the incremental cost of tax reductions newly effective in 1998-
99 and the impact of statutes earmarking certain tax receipts to other funds
work to depress apparent growth below the underlying growth in receipts
attributable to expansion of the State's economy.  On an adjusted basis,
State tax revenues in the 1998-99 fiscal year are projected to grow at
approximately 7.5 percent, following an adjusted growth of roughly nine
percent in the 1997-98 fiscal year.  The discussion below summarizes the
State's projections of General Fund taxes and other revenues for the 1998-99
Fiscal year.
    
   
     The Personal Income Tax is imposed on the income of individuals,
estates and trusts and is based with certain modifications on federal
definitions of income and deductions.  This tax continues to account for
over half of the State's General Fund receipts base.  Net personal income
tax collections are projected to reach $21.24 billion, nearly $3.5 billion
above the reported 1997-98 collection total.  Since 1997 represented the
completion of the 20 percent income tax reduction program enacted in 1995,
growth from 1997 to 1998 will be unaffected by major income tax reductions.
Adding to the projected annual growth is the net impact of the transfer of
the surplus from 1997-98 to the current year which affects reported
collections by over $2.4 billion on a year-over-year basis, as partially
offset by the diversion of slightly over $700 million in income tax receipts
to the STAR fund to finance the initial year of the school tax reduction
program.  The STAR program was enacted in 1997 to increase the State share
of school funding and reduce residential school taxes.  Adjusted for these
transactions, the growth in net income tax receipts is roughly $1.7 billion,
an increase of over 9 percent.  This growth is largely a function of over 8
percent growth in income tax liability projected for 1998 as well as the
impact of the 1997 tax year settlement on 1998-99 net collections.
    
   
     User taxes and fees are comprised of three-quarters of the State four
percent sales and use tax (the balance, one percent, flows to support Local
Government Assistance Corporation (LGAC) debt service requirements),
cigarette, alcoholic beverage, container, and auto rental taxes, and a
portion of the motor fuel excise levies.  Also included in this category are
receipts from the motor vehicle registration fees and alcoholic beverage
license fees.  A portion of the motor fuel tax and motor vehicle
registration fees and all of the highway use tax are earmarked for dedicated
transportation funds.
    
   
     Receipts from user taxes and fees are projected to total $7.14 billion,
an increase of $107 million from reported collections in the prior year.
The sales tax component of this category accounts for all of the 1998-99
growth, as receipts from all other sources decline $100 million.  The growth
in yield of the sales tax in 1998-99, after adjusting for tax law and other
changes, is projected at 4.7 percent.  The yields of most of the excise
taxes in this category show a long-term declining trend, particularly
cigarette and alcoholic beverage taxes.  These General Fund declines are
exacerbated in 1998-99 by revenue losses from scheduled and newly enacted
tax reductions, and by an increase in earmarking of motor vehicle
registration fees to the Dedicated Highway and Bridge Trust Fund.
    
   
     Business taxes include franchise taxes based generally on net income of
general business, bank and insurance corporations, as well as gross-receipts-
based taxes on utilities and gallonage-based petroleum business taxes.
Beginning in 1994, a 15 percent surcharge on these levies began to be phased
out and, for most taxpayers, there is no surcharge liability for taxable
periods ending in 1997 and thereafter.
    
   
     Total business tax collections in 1998-99 are now projected to be $4.96
billion, $91 million less than received in the prior fiscal year.  The
category includes receipts from the largely income-based levies on general
business corporations, banks and insurance companies, gross receipts taxes
on energy and telecommunication service providers and a per-gallon
imposition on petroleum business.  The year-over-year decline in projected
receipts in this category is largely attributable to statutory changes
between the two years.  These include the first year of utility-tax rate
cuts and the Power for Jobs tax reduction program for energy providers, and
the scheduled additional diversion of General Fund petroleum business and
utility tax receipts to other funds.  In addition, profit growth is also
expected to slow in 1998.
    
   
     Other taxes include estate, gift and real estate transfer taxes, a tax
on gains from the sale or transfer of certain real estate (this tax was
repealed in 1996), a pari-mutuel tax and other minor levies.  They are now
projected to total $1.02 billion -- $75 million below last year's amount.
Two factors account for a significant part of the expected decline in
collections from this category.  First, the effects of the elimination of
the real property gains tax collections; second, a decline in estate tax
receipts, following the explosive growth recorded in 1997-98, when receipts
expanded by over 16 percent.
    
   
     Miscellaneous receipts include investment income, abandoned property
receipts, medical provider assessments, minor federal grants, receipts from
public authorities, and certain other license and fee revenues.  Total
miscellaneous receipts are projected to reach $1.40 billion, down almost
$200 million from the prior year, reflecting the loss of non-recurring
receipts in 1997-98 and the growing effects of the phase-out of the medical
provider assessments.
    
   
     Transfers from other funds to the General Fund consist primarily of tax
revenues in excess of debt service requirements, particularly the one
percent sales tax used to support payments to LGAC.  Transfers from other
funds are expected to total $1.8 billion, or $222 million less than total
receipts from this category during 1997-98.  Total transfers of sales taxes
in excess of LGAC debt service requirements are expected to increase by
approximately $51 million, while transfers from all other funds are expected
to fall by $273 million, primarily reflecting the absence, in 1998-99, of a
one-time transfer of nearly $200 million for retroactive reimbursement of
certain social services claims from the federal government.
    
   
Projected General Fund Disbursements
    
   
     General Fund disbursements in 1998-99, including transfers to support
capital projects, debt service and other funds are estimated at $36.78
billion.  This represents an increase of $2.43 billion or 7.1 percent from
1997-98.  Nearly one-half of the growth is for educational purposes,
reflecting increased support for public schools, special education programs
and the State and City university systems.  The remaining increase is
primarily for Medicaid, mental hygiene, and other health and social welfare
programs, including children and family services.  The 1998-99 Financial
Plan also includes funds for the current negotiated salary increases for
State employees, as well as increased transfers for debt service.
    
   
     Grants to Local Governments is the largest category of General Fund
disbursements and includes financial assistance to local governments and not-
for-profit corporations, as well as entitlement benefits to individuals.
The 1998-99 Financial Plan projects spending of $25.14 billion in this
category, an increase of $1.88 billion or 8.1 percent over the prior year.
The largest annual increases are for educational programs, Medicaid, other
health and social welfare programs, and community projects grants.
    
   
     The 1998-99 budget provides $9.65 billion in support of public schools.
The year-to-year increase of $769 million is comprised of partial funding
for a 1998-99 school year increase of $847 million as well as the remainder
of the 1997-98 school year increase that occurs in State fiscal year 1998-
99.  Spending for all other educational programs, which includes the State
and City university systems, the Tuition Assistance Programs, and
handicapped programs, is estimated at $3.00 billion, an increase of $270
million over 1997-98 levels.
    
   
     Medicaid costs are estimated at $5.60 billion, an increase of $144
million from the prior year.  After adjusting 1997-98 for the $116 million
prepayment of an additional Medicaid cycle, Medicaid spending is projected
to increase $260 million or 4.9 percent.  Disbursements for all other health
and social welfare programs are projected to total $3.63 billion, an
increase of $131 million from 1997-98.  This includes an increase in support
for children and families and local public health programs, offset by a
decline in welfare spending of $75 million that reflects continuing State
and local efforts to reduce welfare fraud, declining caseloads, and the
impact of State and federal welfare reform legislation.
    
   
     Remaining disbursements primarily support community-based mental
hygiene programs, community and public health programs, local transportation
programs, and revenue sharing payments to local governments.  Revenue
sharing and other general purpose aid to local governments are projected at
$837 million, an increase of approximately $37 million from 1997-98.
    
   
     State operations spending reflects the administrative costs of
operating the State's agencies, including the prison system, mental hygiene
institutions, the State University system (SUNY), the Legislature, and the
court system.  Personal service costs account for approximately 73 percent
of spending in this category.  Since January 1995, the State's workforce has
been reduced by about 10 percent and is projected to remain at its current
level of approximately 191,000 persons in 1998-99.
    
   
     State operations spending is projected at $6.70 billion, an increase of
$511 million of 8.3 percent from the prior year.  This increase is primarily
due to an additional payroll cycle in 1998-99, a 3.5 percent general salary
increase on October 1, 1998 for most State employees, the loss of federal
receipts that would otherwise lower General Fund spending in mental hygiene
programs, and a projected 15.6 percent increase in the Judiciary's budget.
    
   
     General State charges account primarily for the costs of providing
fringe benefits for State employees, including contributions to pension
systems, the employer's share of social security contributions, employer
contributions toward the cost of health insurance, and the costs of
providing worker's compensation and unemployment insurance benefits.  This
category also reflects certain fixed costs such as payments in lieu of
taxes, and payments of judgments against the State or its public officers.
    
   
     Disbursements in this category are estimated at $2.22 billion, a
decrease of $50 million from the prior year.  This annual decline reflects
projected decreases in pension costs and Court of Claims payments, offset by
modest projected increases for health insurance contributions, social
security costs, and the loss of reimbursements due to a reduction in the
fringe benefit rate charged to positions financed by non-General Fund
sources.
    
   
     Debt service paid from the General Fund reflects debt service on short-
term obligations of the State, and includes only interest costs on the
State's commercial paper program.  The 1998-99 debt service estimate is $11
million, reflecting relative stability in short-term interest rates.  The
State's short-term TRAN borrowing program was eliminated in 1995.
    
   
     Transfers to other funds from the General Fund are made primarily to
finance certain portions of State capital projects spending and debt service
on long-term bonds where these costs are not funded from other sources.
    
   
     Transfers in support of debt service are projected at $2.13 billion in
1998-99, an increase of $110 million from 1997-98.  The increase reflects
the impact of certain prior year bond sales (net of refunding savings), and
certain bond sales planned to occur during the 1998-99 fiscal year.  The
State Financial Plan also establishes a transfer of $50 million to the new
Debt Reduction Reserve Fund.  The Fund may be used, subject to enactment of
new appropriations, to pay the debt service costs on or to prepay State-
supported bonds.
    
   
     Transfers in support of capital projects provide General Fund support
for projects not otherwise financed through bond proceeds, dedicated taxes
and other revenues, or federal grants.  These transfers are projected at
$200 million for 1998-99, comparable to last year.
    
   
     Remaining transfers from the General Fund to other funds are estimated
to decline $59 million in 1998-99 to $327 million.  This decline is
primarily the net impact of one-time transfers in 1997-98 to the State
University Tuition Stabilization Fund and to the Lottery Fund to support
school aid, offset by a 1998-99 increase in the State subsidy to the Roswell
Park Cancer Research Institute.
    
   
Non-recurring Resources
    
   
     The Division of the Budget estimates that the 1998-99 State Financial
Plan contains actions that provide non-recurring resources or savings
totaling approximately $64 million, the largest of which is a retroactive
reimbursement of federal welfare claims.
    
   
     The 1998-99 Financial Plan projects a closing fund balance in the
General Fund of $1.42 billion.  This fund balance is composed of a reserve
of $761 million available for future needs, a $400 million balance in the
TSRF, a $158 million balance in the CPF, and a balance of $100 million in
the CRF, after a projected deposit of $32 million in 1998-99.
    
   
Other Governmental Funds
    
   
     In addition to the General Fund, the State Financial Plan includes
Special Revenue Funds, Capital Projects Funds and Debt Service Funds which
are discussed below.  Amounts below do not include other sources and uses of
funds transferred to or from other fund types.
    
   
Special Revenue Funds
    
   
     Special Revenue Funds are used to account for the proceeds of specific
revenue sources such as federal grants that are legally restricted, either
by the Legislature or outside parties, to expenditures for specified
purposes.  Although activity in this fund type is expected to comprise
approximately 41 percent of total governmental funds receipts in the 1998-99
fiscal year, three-quarters of that activity relates to federally-funded
programs.
    
   
     Total disbursements for programs supported by Special Revenue Funds are
projected at $29.97 billion, an increase of $2.32 billion or 8.4 percent
from 1997-98.  Federal grants account for approximately three-quarters of
all spending in the Special Revenue fund type.  Disbursements from federal
funds are estimated at $21.78 billion, an increase of $1.12 billion or 5.4
percent.  The single largest program in this fund group is Medicaid, which
is projected at $13.65 billion, an increase of $465 million or 3.5 percent
above last year.  Federal support for welfare programs is projected at $2.53
billion, similar to 1997-98.  The remaining growth in federal funds is
primarily due to the new Child Health Plus program, estimated at $197
million in 1998-99.  This program will expand health insurance coverage to
children of indigent families.
    
   
     State special revenue spending is projected to be $8.19 billion, an
increase of $1.20 billion or 17.2 percent from last year's levels.  Most of
this projected increase in spending is due to the $704 million cost of the
first phase of the STAR program, as well as $231 million in additional
operating assistance for mass transportation, and $113 million for the State
share of the new Child Health Plus program.
    
   
Capital Projects Funds
    
   
     Capital Projects Funds account for the financial resources used in the
acquisition, construction, or rehabilitation of major State capital
facilities, and for capital assistance grants to certain local governments
or public authorities.  This fund type consists of the Capital Projects
Fund, which is supported by tax receipts transferred from the General Fund,
and various other capital funds established to distinguish specific capital
construction purposes supported by other revenues.  In the 1998-99 fiscal
year, activity in these funds is expected to comprise 5.5 percent of total
governmental receipts.
    
   
     Capital Projects Funds spending in fiscal year 1998-99 is projected at
$4.14 billion, an increase of $575 million or 16.1 percent from last year.
The major components of this expected growth are transportation and
environmental programs, including continued increased spending for 1996
Clean Water/Clean Air Bond Act projects and higher projected disbursements
from the Environmental Protection Fund (EPF).  Another significant component
of this projected increase is in the area of public protection, primarily
for facility rehabilitation and construction of additional prison capacity.
    
   
Debt Service Funds
    
   
     Debt Service Funds are used to account for the payment of principal and
interest on long-term debt of the State and to meet commitments under lease-
purchase and other contractual-obligation financing arrangements.  This fund
type is expected to comprise 3.8 percent of total governmental fund receipts
in the 1998-99 fiscal year.  Receipts in these funds in excess of debt
service requirements may be transferred to the General Fund, Capital
Projects Funds and Special Revenue Funds, pursuant to law.
    
   
     Total disbursements form the Debt Service Fund type are estimated at
$3.36 billion in 1998-99, an increase of $275 million or 8.9 percent from
1997-98 levels.  Of the increase, $102 million is for transportation
purposes, including debt service on bonds issued for State and local highway
and bridge programs financed through the New York State Thruway Authority
and supported by the Dedicated Highway and Bridge Trust Fund.  Another $45
million is for education purposes, including State and City University
programs financed through the Dormitory Authority of the State of New York
(DASNY).  The remainder is for a variety of programs in such areas as mental
health and corrections, and for general obligation financings.
    
   
Year 2000 Compliance
    
   
     New York State is currently addressing "Year 2000" data processing
compliance issues.  The Year 2000 compliance issue ("Y2K") arises because
most computer software programs allocate two digits to the data field for
"year" on the assumption that the first two digits will be "19."  Such
programs will thus interpret the year 2000 as the year 1900 absent
reprogramming.  Y2K could impact both the ability to enter data into
computer programs and the ability of such programs to correctly process
data.
    
   
     In 1996, the State created the Office for Technology (OFT) to help
address statewide technology issues, including the Year 2000 issue.  OFT has
estimated that investments of at least $140 million will be required to
bring approximately 350 State mission-critical and high-priority computer
systems not otherwise scheduled for replacement into Year 2000 compliance,
and the State is planning to spend $100 million in the 1998-99 fiscal year
for this purpose.  Mission-critical computer applications are those which
impact the health, safety and welfare of the State and its citizens, and for
which failure to be in Y2K compliance could have a material and adverse
impact upon State operations.  High-priority computer applications are those
that are critical for a State agency to fulfill its mission and deliver
services, but for which they are manual alternatives.  Work has been
completed on roughly 20 percent of these systems.  All remaining unfinished
mission-critical and high-priority systems have at least 40 percent or more
of the work completed.  Contingency planning is underway for those systems
which may be non-compliant prior to failure dates.  The enacted budget also
continues funding for major systems scheduled for replacement, including the
State payroll, civil service, tax and finance and welfare management
systems, for which Year 2000 compliance is included as a part of the
project.
    
   
     OFT is monitoring compliance on a quarterly basis and is providing
assistance and assigning resources to accelerate compliance for mission-
critical systems, with most compliance testing expected to be completed by
mid-1999.  There can be no guarantee, however, that all of the State's mission-
critical and high-priority computer systems will be Year 2000
compliant and that there will not be an adverse impact upon State operations
or State finances as a result.
    
   
Cash-Basis Results for Prior Fiscal Years
    
   
     The State reports its financial results on two bases of accounting: the
cash basis, showing receipts and disbursements; and the modified accrual
basis, prescribed by Generally Accepted Accounting Principles ("GAAP"),
showing revenues and expenditures.
    
   
General Fund 1995-96 through 1997-98
    
   
     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
most 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.  A narrative description of cash-basis results in the General Fund is
presented below.
    
   
     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").  A national
recession, followed by the lingering economic slowdown in New York and the
regional economy, resulted in repeated shortfalls in receipts and three
budget deficits during those years.  During its last six fiscal years,
however, the State has recorded balanced budgets on a cash basis, with
positive fund balances as described below.
    
   
1997-98 Fiscal Year
    
   
     The State ended its 1997-98 fiscal year in balance on a cash basis,
with a General Fund cash surplus as reported by DOB of approximately $2.04
billion.  The cash surplus was derived primarily from higher-than-
anticipated receipts and lower spending on welfare, Medicaid, and other
entitlement programs.
    
   
     The General Fund had a closing balance of $638 million, an increase of
$205 million from the prior fiscal year.  The balance is held in three
accounts within the General Fund:  the Tax Stabilization Reserve Fund
(TSRF), the Contingency Reserve Fund (CRF) and the Community Projects Fund
(CPF).  The TSRF closing balance was $400 million, following a required
deposit of $15 million (repaying a transfer made in 1991-92) and an
extraordinary deposit of $68 million made from the 1997-98 surplus.  The CRF
closing balance was $68 million, following a $27 million deposit from the
surplus.  The CPF, which finances legislative initiatives, closed the fiscal
year with a balance of $170 million, an increase of $95 million.  The
General Fund closing balance did not include $2.39 billion in the tax refund
reserve account, of which $521 million was made available as a result of the
Local Government Assistance Corporation (LGAC) financing program and was
required to be on deposit on March 31, 1998.
    
   
     General Fund receipts and transfers from other funds for the 1997-98
fiscal year (including net tax refund reserve account activity) totaled
$34.55 billion, an annual increase of $1.51 billion, or 4.57 percent over
1996-97.  General Fund disbursements and transfers to other funds were
$34.35 billion, an annual increase of $1.45 billion or 4.41 percent.
    
   
1996-97 Fiscal Year
    
   
     The State ended its 1996-97 fiscal year on March 31, 1997 in balance on
a cash basis, with a General Fund cash surplus as reported by DOB of
approximately $1.42 billion.  The cash surplus was derived primarily from
higher-than-expected receipts and lower-than-expected spending for social
services programs.
    
   
    
   
     The General Fund closing balance was $433 million, an increase of $146
million from the 1995-96 fiscal year.  The balance included $317 million in
the TSRF, after a required deposit of $15 million and an additional deposit
of $65 million in 1996-97.  In addition, $41 million remained on deposit in
the CRF.  The remaining $75 million reflected amounts then on deposit in the
Community Projects Fund.  The General Fund closing balance did not include
$1.86 billion in the tax refund reserve account, of which $521 million was
made available as a result of the LGAC financing program and was required to
be on deposit as of March 31, 1997.
    
   
     General Fund receipts and transfers from other funds for the 1996-97
fiscal year totaled $33.04 billion, an increase of 0.7 percent from the
previous fiscal year (including net tax refund reserve account activity).
General Fund disbursements and transfers to other funds totaled $32.90
billion for the 1996-97 fiscal year, an increase of 0.7 percent from the
1995-96 fiscal year.
    
   
1995-96 Fiscal Year
    
   
     The State ended its 1995-96 fiscal year on March 31, 1996 with a
General Fund cash surplus, as reported by DOB, of $445 million.  The cash
surplus was derived from higher-than-expected receipts, savings generated
through agency cost controls, and lower-than-expected welfare spending.
    
   
     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 a $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 included $237 million on deposit in the TSRF.  In addition, $41
million was on deposit in the CRF.  The remaining $9 million reflected
amounts then on deposit in the Revenue Accumulation Fund.  The General Fund
closing balance did not include $678 million in the tax refund reserve
account of which $521 million was made available as a result of the LGAC
financing program and was required to be on deposit as of March 31, 1996.
    
   
     General Fund receipts and transfers from other funds (including net
refund reserve account activity) totaled $32.81 billion, a decrease of 1.1
percent from 1994-95 levels.  General Fund disbursements and transfers to
other funds totaled $32.68 billion for the 1995-96 fiscal year, a decrease
of 2.2 percent from 1994-95 levels.
    
   
    
   
Other Governmental Funds (1995-96 through 1997-98)
    
   
     Activity in the three other governmental funds has remained relatively
stable over the last three fiscal years, with federally-funded programs
comprising approximately two-thirds of these funds.  The most significant
change in the structure of these funds has been the redirection of a portion
of transportation-related revenues from the General Fund to two 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).
    
   
     In the Special Revenue Funds, disbursements increased from $26.26
billion to $27.65 billion over the last three years, primarily as a result
of increased costs for the federal share of Medicaid.  Other activity
reflected dedication of taxes to a new fund for mass transportation, new
lottery games, and new fees for criminal justice programs.
    
   
    
   
     Disbursements in the Capital Projects Funds declined over the three
year period from $3.97 billion to $3.56 billion as spending for
miscellaneous capital programs decreased, partially offset by increases for
mental hygiene, health and environmental programs.  The composition of this
fund type's receipts also changed as the dedicated transportation taxes
began to be deposited, general obligation bond proceeds declined
substantially, federal grants remained stable, and reimbursements from
public authority bonds (primarily transportation related) increased.
    
   
    
   
     Activity in the Debt Service Funds reflected increased use of bonds
during the three-year period for improvements to the State's capital
facilities and the continued costs of the LGAC fiscal reform program.  The
increases were moderated by the refunding savings achieved by the State over
the last several years using strict present value savings criteria.  The
growth in LGAC debt service was offset by reduced short-term borrowing costs
reflected in the General Fund.
    
   
    
   
Litigation
State Finance Policies
    
   
Insurance Law
    
   
     Proceedings have been brought by two groups of petitioners challenging
regulations promulgated by the Superintendent of Insurance that established
excess medical malpractice premium rates for fiscal years 1986-87 through
1996-97 (New York State Health Maintenance Organization Conference, Inc., et
al. v. Muhl, et al. ["HMO"], and New York State Conference of Blue Cross and
Blue Shield Plans, et al. v. Muhl, et al.  ["Blue Cross 'I' and 'II'"],
Supreme Court, Albany County).  By order filed January 22, 1997, the Court
in Blue Cross I permitted the plaintiffs in HMO to intervene and dismissed
the challenges to the rates for the period prior to 1995-96.  By decision
dated July 24, 1997, the Court in Blue Cross I held that the determination
made by the Superintendent in establishing the 1995-96 rate was arbitrary
and capricious and directed that premiums paid pursuant to that
determination be returned to the payors.  The State has appealed this
decision.  The petitioners did not cross appeal. In Blue Cross II, by
amended judgment dated April 2, 1998, the Supreme Court annulled the
regulation setting the 1996-97 premium rate and directed that all 1996-97
excess malpractice premiums be returned to the payors.  The State will not
be obligated in either case to pay moneys to any petitioner.  Adverse
determinations would result in refunds from the affected insurers.
    
   
Tax Law
    
   
     In New York Association of Convenience Stores, et al. v. Urbach, et
al., petitioners, New York Association of Convenience Stores, National
Association of Convenience Stores, M.W.S. Enterprises, Inc. and Sugarcreek
Stores, Inc. seek to compel respondents, the Commissioner of Taxation and
Finance and the Department of Taxation and Finance, to enforce sales and
excise taxes imposed pursuant to Tax Law Articles 12-A, 20 and 28 on tobacco
products and motor fuel sold to non-Indian consumers on Indian reservations.
In orders dated August 13, 1996 and August 24, 1996, the Supreme Court,
Albany County, ordered, inter alia, that there be equal implementation and
enforcement of said taxes for sales to non-Indian consumers on and off
Indian reservations, and further ordered that, if respondents failed to
comply within 120 days, no tobacco products or motor fuel could be
introduced onto Indian reservations other than for Indian consumption or,
alternately, the collection and enforcement of such taxes would be suspended
statewide.  Respondents appealed to the Appellate Division, Third
Department, and invoked CPLR 5519(a)(1), which provides that the taking of
the appeal stayed all proceedings to enforce the orders pending the appeal.
Petitioner's motion to vacate the stay was denied.  In a decision entered
May 8, 1997, the Third Department modified the orders by deleting the
portion thereof that provided for the statewide suspension of the
enforcement and collection of the sales and excise taxes on motor fuel and
tobacco products.  The Third Department held, inter alia, that petitioners
had not sought such relief in their petition and that it was an error for
the Supreme Court to have awarded such undemanded relief without adequate
notice of its intent to do so.  On May 22, 1997, respondents appealed to the
Court of Appeals on other grounds, and again invoked the statutory stay.  On
October 23, 1997, the Court of Appeals granted petitioners' motion for leave
to cross-appeal from the portion of the Third Department's decision that
deleted the statewide suspension of the enforcement and collection of the
sales and excise taxes on motor fuel and tobacco.  The case was argued
before the Court of Appeals on March 24, 1998.
    
   
Clean Water/Clean Air Bond Act of 1996
    
   
     In Robert L. Schulz, et al. v. The New York State Executive, et al.
(Supreme Court, Albany County, commenced October 16, 1996), plaintiffs
challenge the enactment of the Clean Water/Clean Air Bond Act of 1996 and
its implementing legislation (1996 Laws of New York, Chapters 412 and 413).
Plaintiffs claim, inter alia, that the Bond Act and its implementing
legislation violate provisions of the State Constitution requiring that such
debt be authorized by law for some single work or purpose distinctly
specified therein and forbidding incorporation of other statutes by
reference.
    
   
     In an opinion dated June 9, 1998, the Court of Appeals affirmed the
July 17, 1997 order of the Appellate Division, Third Department, affirming
the lower court dismissal of this case.
    
   
Line Item Veto
    
   
     In an action commenced in June 1998 by the Speaker of the Assembly of
the State of New York against the Governor of the State of New York (Silver
v. Pataki, Supreme Court, New York County), the Speaker challenges the
Governor's application of his constitutional line item veto authority to
certain portions of budget bills adopted by the State Legislature contained
in Chapters 56, 57 and 58 of the Laws of 1998.
    
   
State Programs
    
   
Medicaid
    
   
     Several cases challenge provisions of Chapter 81 of the Laws of 1995
which alter the nursing home Medicaid reimbursement methodology on and after
April 1, 1995.  Included are New York State Health Facilities Association,
et al. v. DeBuono, et al., St. Luke's Nursing Center, et al. v. DeBuono, et
al., New York Association of Homes and Services for the Aging v DeBuono et
al (three cases), Healthcare Association of New York State v. DeBuono and
Bayberry Nursing Home et al. v. Pataki, et al. Plaintiffs allege that the
changes in methodology have been adopted in violation of procedural and
substantive requirements of State and federal law.
    
   
     In a consolidated action commenced in 1992, Medicaid recipients and
home health care providers and organizations challenge promulgation by the
State Department of Social Services (DSS) in June 1992 of a home assessment
resource review instrument (HARRI), which is to be used by DSS to determine
eligibility for and the nature of home care services for Medicaid
recipients, and challenge the policy of DSS of limiting reimbursable hours
of service until a patient is assessed using the HARRI (Dowd, et al. v.
Bane, Supreme Court, New York County).
    
   
     In several cases, plaintiffs seek retroactive claims for reimbursement
for services provided to Medicaid recipients who were also eligible for
Medicare during the period January 1, 1987 to June 2, 1992.  Included are
Matter of New York State Radiological Society v. Wing, Appel v. Wing, E.F.S.
Medical Supplies v. Dowling, Kellogg v. Wing, Lifshitz v. Wing, New York
State Podiatric Medical Association v. Wing and New York State Psychiatric
Association v. Wing.  These cases were commenced after the State's
reimbursement methodology was held invalid in New York City Health and
Hospital Corp. v. Perales.  The State contends that these claims are
time-barred.  In a judgment dated September 5, 1996, the Supreme Court,
Albany County, dismissed Matter of New York State Radiological Society v.
Wing as time-barred.  By order dated November 26, 1997, the Appellate
Division, Third Department, affirmed that judgment.  By decision dated June
9, 1998, the Court of Appeals denied leave to appeal.
    
   
     Several cases, including Port Jefferson Health Care Facility, et al. v.
Wing (Supreme Court, Suffolk County), challenge the constitutionality of
Public Health Law  2807-d, which imposes a tax on the gross receipts
hospitals and residential health care facilities receive from all patient
care services.  Plaintiffs allege that the tax assessments were not
uniformly applied, in violation of federal regulations.  In a decision dated
June 30, 1997, the Court held that the 1.2 percent and 3.8 percent
assessments on gross receipts imposed pursuant to Public Health Law
2807-d(2)(b)(ii) and 2807-d(2)(b)(iii), respectively, are unconstitutional.
An order entered August 27, 1997 enforced the terms of the decision.  The
State has appealed that order.
    
   
Shelter Allowance
    
   
     In an action commenced in March 1987 against State and New York City
officials (Jiggetts, et al. v. Bane, et al., Supreme Court, New York
County), plaintiffs allege that the shelter allowance granted to recipients
of public assistance is not adequate for proper housing.  In a decision
dated April 16, 1997, the Court held that the shelter allowance promulgated
by the Legislature and enforced through DSS regulations is not reasonably
related to the cost of rental housing in New York City and results in
homelessness to families in New York City.  A judgment was entered on July
25, 1997, directing, inter alia, that the State (i) submit a proposed
schedule of shelter allowances (for the Aid to Dependent Children program
and any successor program) that bears a reasonable relation to the cost of
housing in New York City; and (ii) compel the New York City Department of
Social Services to pay plaintiffs a monthly shelter allowance in the full
amount of their contract rents, provided they continue to meet the
eligibility requirements for public assistance, until such time as a lawful
shelter allowance is implemented, and provide interim relief to other
eligible recipients of Aid to Dependent Children under the interim relief
system established in this case.  The State has appealed to the Appellate
Division, First Department from each and every provision of this judgment
except that portion directing the continued provision of interim relief.
    
   
Civil Rights Claims
    
   
     In an action commenced in 1980 (United States, et al. v. Yonkers Board
of Education, et al.), the United States District Court for the Southern
District of New York found, in 1985, that Yonkers and its public schools
were intentionally segregated.  In 1986, the District Court ordered Yonkers
to develop and comply with a remedial educational improvement plan (EIP I).
On January 19, 1989, the District Court granted motions by Yonkers and the
NAACP to add the State Education Department, the Yonkers Board of Education,
and the State Urban Development Corporation as defendants, based on
allegations that they had participated in the perpetuation of the segregated
school system.  On August 30, 1993, the District Court found that vestiges
of a dual school system continued to exist in Yonkers.  On March 27, 1995,
the District Court made factual findings regarding the role of the State and
the other State defendants (the State) in connection with the creation and
maintenance of the dual school system, but found no legal basis for imposing
liability.  On September 3, 1996, the United States Court of Appeals for the
Second Circuit, based on the District Court's factual findings, held the
State defendants liable under 42 USC  1983 and the Equal Educational
Opportunity Act, 20 USC  1701, et seq., for the unlawful dual school
system, because the State, inter alia, had taken no action to force the
school district to desegregate despite its actual or constructive knowledge
of de jure segregation.  By order dated October 8, 1997, the District Court
held that vestiges of the prior segregated school system continued to exist
and that, based on the State's conduct in creating and maintaining that
system, the State is liable for eliminating segregation and its vestiges in
Yonkers and must fund a remedy to accomplish that goal.  Yonkers presented a
proposed educational improvement plan (EIP II) to eradicate these vestiges
of segregation.  The October 8, 1997 order of the District Court ordered
that EIP II be implemented and directed that, within 10 days of the entry of
the Order, the State make available to Yonkers $450,000 to support planning
activities to prepare the EIP II budget for 1997-98 and the accompanying
capital facilities plan.  A final judgment to implement EIP II was entered
on October 14, 1997.  On November 7, 1997, the State appealed that judgment
to the Second Circuit.  The appeal is pending.  Additionally, the Court
adopted a requirement that the State pay to Yonkers approximately $9.85
million as its pro rata share of the funding of EIP I for the 1996-97 school
year.  The requirement for State funding of EIP I was reduced to an order on
December 2, 1997 and reduced to a judgment on February 10, 1998.  The State
appealed that order to the Second Circuit on December 31, 1997 and amended
the notice of appeal after entry of the judgment.  That appeal has been
consolidated with the appeal of the EIP II appeal, and is also pending.
    
   
         On June 15, 1998, the District Court issued an opinion setting
forth the formula for the allocation of the costs of EIP I and EIP II
between the State and the City for the school years 1997-98 through 2005-06.
That opinion has not yet been reduced to an order.
    
   
Real Property Claims
    
   
         On March 4, 1985 in Oneida Indian Nation of New York, et al. v.
County of Oneida, the United States Supreme Court affirmed a judgment of the
United States Court of Appeals for the Second Circuit holding that the
Oneida Indians have a common-law right of action against Madison and Oneida
Counties for wrongful possession of 872 acres of land illegally sold to the
State in 1795.  At the same time, however, the Court reversed the Second
Circuit by holding that a third-party claim by the counties against the
State for indemnification was not properly before the federal courts.  The
case was remanded to the District Court for an assessment of damages, which
action is still pending.  The counties may still seek indemnification in the
State courts.
    
   
         Several other actions involving Indian claims to land in upstate
New York are also pending.  Included are Cayuga Indian Nation of New York v.
Cuomo, et al., and Canadian St. Regis Band of Mohawk Indians, et al. v.
State of New York et al., both in the United States District Court for the
Northern District of New York.  The Supreme Court's holding in Oneida Indian
Nation of New York may impair or eliminate certain of the State's defenses
to these actions but may enhance others.
    
   
Authorities and Localities
    
   
Public Authorities
    
   
     The fiscal stability of the State is related in part to the fiscal
stability of its public authorities.  For the purposes of this summary,
public authorities refer to public benefit corporations created pursuant to
State law, other than local authorities.  Public authorities are not subject
to the constitutional restrictions on the incurrence of debt which apply to
the State itself and may issue bonds and notes within the amounts and
restrictions set forth in legislative authorization.  The State's access to
the public credit markets could be impaired and the market price of its
outstanding debt may be materially and adversely affected if any of its
public authorities were to default on their respective obligations.  As of
December 31, 1997, there were 17 public authorities that had outstanding
debt of $100 million or more, and the aggregate outstanding debt, including
refunding bonds, of all State authorities was $84 billion, only a portion of
which constitutes State-supported or State-related debt.
    
   
     The State has numerous public authorities with various
responsibilities, including those which finance, construct and/or operate
revenue producing public facilities.  Public authorities generally pay their
operating expenses and debt service costs from revenues generated by the
projects they finance or operate, such as tolls charged for the use of
highways, bridges or tunnels, charges for public power, electric and gas
utility services, rentals charged for housing units, and charges for
occupancy at medical care facilities.  Also, there are statutory
arrangements providing for State local assistance payments otherwise payable
to localities to be made under certain circumstances to public authorities.
Although the State has no obligation to provide additional assistance to
localities whose local assistance payments have been paid to public
authorities under these arrangements, the affected localities may seek
additional State assistance if local assistance payments are diverted. Some
authorities also receive moneys from State appropriations to pay for the
operating costs of certain of their programs.  As described below, the MTA
receives the bulk of this money in order to provide transit and commuter
services.
    
   
     Beginning in 1998, the Long Island Power Authority (LIPA) assumed
responsibility for the provision of electric utility services previously
provided by Long Island Lighting Company for Nassau, Suffolk and a portion
of Queen Counties, as part of an estimated $7 billion financing plan.  As of
the date of this AIS, LIPA has issued over $5 billion in bonds secured
solely by ratepayer charges.  LIPA's debt is not considered either State-
supported or State-related debt.
    
   
    
   
Metropolitan Transportation Authority
    
   
     The MTA oversees the operation of subway and bus lines in New York City
by its affiliates, the New York City Transit Authority and the Manhattan and
Bronx Surface Transit Operating Authority (collectively, the "TA").  The MTA
operates certain commuter rail and bus services in the New York Metropolitan
area through MTA's subsidiaries, the Long Island Rail Road Company, the
Metro-North Commuter Railroad Company, and the Metropolitan Suburban Bus
Authority.  In addition, the Staten Island Rapid Transit Operating
Authority, an MTA subsidiary, operates a rapid transit line on Staten
Island.  Through its affiliated agency, the Triborough Bridge and Tunnel
Authority (the "TBTA"), the MTA operates certain intrastate toll bridges and
tunnels.  Because fare revenues are not sufficient to finance the mass
transit portion of these operations, the MTA has depended on, and will
continue to depend on, operating support from the State, local governments
and TBTA, including loans, grants and subsidies.  If current revenue
projections are not realized and/or operating expenses exceed current
projections, the TA or commuter railroads may be required to seek additional
State assistance, raise fares or take other actions.
    
   
     Since 1980, the State has enacted several taxes-including a surcharge
on the profits of banks, insurance corporations and general business
corporations doing business in the 12-county Metropolitan Transportation
Region served by the MTA and a special one-quarter of 1 percent regional
sales and use tax--that provide revenues for mass transit purposes,
including assistance to the MTA.  Since 1987, State law also has required
that the proceeds of a one-quarter of 1 percent mortgage recording tax paid
on certain mortgages in the Metropolitan Transportation Region be deposited
in a special MTA fund for operating or capital expenses.  In 1993, the State
dedicated a portion of certain additional State petroleum business tax
receipts to fund operating or capital assistance to the MTA.  For the 1998-
99 fiscal year, State assistance to the MTA is projected to total
approximately $1.3 billion, an increase of $133 million over the 1997-98
fiscal year.
    
   
    
   
     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 the $12.17 billion MTA capital plan for the
1995 through 1999 calendar years (the "1995-99 Capital Program"). In July
1997, the Capital Program Review Board ("CPRB") approved the 1995-99 Capital
Program (subsequently amended in August 1997), which supersedes the
overlapping portion of the MTA's 1992-96 Capital Program.  The 1995-99
Capital Program 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 $5.2
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 all the necessary governmental actions
for future capital programs will be taken, that funding sources currently
identified will not be decreased or eliminated, or that the 1995-99 Capital
Program, or parts thereof, will not be delayed or reduced.  Should funding
levels fall below current projections, the MTA would have to revise its 1995-
99 Capital Program accordingly.  If the 1995-99 Capital Program is delayed
or reduced, ridership and fare revenues may decline, which could, among
other things, impair the MTA's ability to meet its operating expenses
without additional assistance.
    
   
    
   
The City of New York
    
   
     The fiscal health of the State may also be affected by the fiscal
health of New York City (the "City"), which continues to receive significant
financial assistance from the State.  State aid contributes to the City's
ability to balance its budget and to meet its cash requirements.  The State
may also be affected by the ability of the City and certain entities issuing
debt for the benefit of the City to market their securities successfully in
the public credit markets.
    
   
     The City has achieved balanced operating results for each of its fiscal
years since 1981 as measured by the GAAP standards in force at that time.
The City prepares a four-year financial plan ("Financial Plan") annually and
updates it periodically, and prepares a comprehensive annual financial
report describing its most recent fiscal year each October.
    
   
The City of New York
Fiscal Oversight
    
   
     In response to the City's fiscal crisis in 1975, the State took action
to assist the City in returning to fiscal stability.  Among those actions,
the State established the Municipal Assistance Corporation for the City of
New York to provide financing assistance to the City; the New York State
Financial Control Board (the "Control Board") to oversee the City's
financial affairs; and the Office of the State Deputy Comptroller for the
City of New York ("OSDC") to assist the Control Board in exercising its
powers and responsibilities.  A "control period" existed from 1975 to 1986
during which the City was subject to certain statutorily-prescribed fiscal
controls.  The Control Board terminated the Control Period in 1986 when
certain statutory conditions were met.  State law requires the Control Board
to reimpose a control period upon the occurrence, or "substantial likelihood
and imminence" of the occurrence, of certain events, including (but not
limited to) a City operating budget deficit of more than $100 million of
impaired access to the public credit markets.
    
   
     Currently, the City and its Covered Organizations (i.e., those which
received or may receive moneys from the City directly, indirectly or
contingently) operate under the Financial Plan.  The City's Financial Plan
summarizes its capital, revenue and expense projections and outlines
proposed gap-closing programs for years with projected budget gaps.  The
City's projections set forth in the Financial Plan are based on various
assumptions and contingencies, some of which are uncertain and may not
materialize.  Unforeseen developments and changes in major assumptions could
significantly affect the city's ability to balance its budget as required by
State law and to meet its annual cash flow and financing requirements.
    
   
     To successfully implement its Financial Plan, the City and certain
entities issuing debt for the benefit of the city must market their
securities successfully.  The City issues securities to finance, refinance
and rehabilitate infrastructure and other capital needs, as well as for
seasonal financing needs.  In 1997, the State created the New York City
Transitional Finance Authority ("TFA") to finance a portion of the City's
capital program because the City was approaching its State Constitutional
general debt limit.  Without the additional financing capacity of the TFA,
projected contracts for City capital projects would have exceeded the City's
debt limit during City fiscal year 1997-98.  Despite this additional
financing mechanism, the City currently projects that, if no further action
is taken, it will reach its debt limit in City fiscal year 1999-2000.  On
June 2, 1997, an action was commenced seeking a declaratory judgment
declaring the legislation establishing the TFA to be unconstitutional.  On
November 25, 1997 the State Supreme Court found the legislation establishing
the TFA to be constitutional and granted the defendants' motion for summary
judgment.  The plaintiffs have appealed the decision.  Future developments
concerning the City or entities  issuing debt for the benefit of the City,
and public discussion of such developments, as well as prevailing market
conditions and securities credit ratings, may affect the ability or cost to
sell securities issued by the City or such entities and may also affect the
market for their outstanding securities.
    
   
Monitoring Agencies
    
   
     The staffs of the Control Board, OSDC and the City Comptroller issue
periodic reports on the City's Financial Plans.  The reports analyze the
City's forecasts of revenues and expenditures, cash flow, and debt service
requirements, as well as evaluate compliance by the City and its Covered
Organizations with the Financial Plan.  According to recent staff reports,
while economic growth in New York City has been slower than in other regions
of the country, a surge in Wall Street profitability resulted in increased
tax revenues and generated a substantial surplus for the City in City fiscal
year 1996-97.  Recent staff reports also indicate that the City projects a
substantial surplus for City fiscal year 1997-98.  Although several sectors
of the City's economy have expanded recently, especially tourism and
business and professional services, City tax revenues remain heavily
dependent on the continued profitability of the securities industries and
the course of the national economy.  These reports have also indicated that
recent City budgets have been balanced in part through the use of non-
recurring resources and that the City's Financial Plan tends to rely on
actions outside its direct control.  These reports have indicated that the
City has not yet brought its long-term expenditure growth in line with
recurring revenue growth and that the City is likely to continue to face
substantial gaps between forecast revenues and expenditures in future years
that must be closed with reduced expenditures and/or increased revenues.  In
addition to these monitoring agencies, the Independent Budget Office ("IBO")
has been established pursuant to the City Charter to provide analysis to
elected officials and the public on relevant fiscal and budgetary issues
affecting the City.
    
   
Other Localities
    
   
     Certain localities outside New York City have experienced financial
problems and have requested and received additional State assistance during
the last several State fiscal years.  The cities of Yonkers and Troy
continue to operate under State-ordered control agencies.  The potential
impact on the State of any future requests by localities for additional
oversight or financial assistance is not included in the projections of the
State's receipts and disbursements for the State's 1998-99 fiscal year.
    
   
     Eighteen municipalities received extraordinary assistance during the
1996 legislative session through $50 million in special appropriations
targeted for distressed cities, and twenty-eight municipalities received
more than $32 million in targeted unrestricted aid in the 1997-98 budget.
Both of these emergency aid packages were largely continued through the 1998-
99 budget.  The State also dispersed an additional $21 million among all
cities, towns and villages after enacting a 3.9 percent increase in General
Purpose State Aid in 1997-98 and continued this increase in 1998-99.
    
   
     The 1998-99 budget includes an additional $29.4 million in unrestricted
aid targeted to 57 municipalities across the State.  Other assistance for
municipalities with special needs totals more than $25.6 million.  Twelve
upstate cities will receive $24.2 million in one-time assistance from a cash
flow acceleration of State aid.
    
   
     The appropriation and allocation of general purpose local government
aid among localities, including New York City, is currently the subject of
investigation by a State commission.  While the distribution of general
purpose local government aid was originally based on a statutory formula, in
recent years both the total amount appropriated and the amounts appropriated
to localities have been determined by the Legislature.  A State commission
was established to study the distribution and amounts of general purpose
local government aid and recommend a new formula by June 30, 1999, which may
change the way aid is allocated.
    
   
     Municipalities and school districts have engaged in substantial short-
term and long-term borrowings.  In 1996, the total indebtedness of all
localities in the State other than New York City was approximately $20.0
billion.  A small portion (approximately $77.2 million) of that indebtedness
represented borrowing to finance budgetary deficits and was issued pursuant
to State enabling legislation.  State law requires the Comptroller to review
and make recommendations concerning the budgets of those local government
units other than New York City that are authorized by State law to issue
debt to finance deficits during the period that such deficit financing is
outstanding.  Twenty-one localities had outstanding indebtedness for deficit
financing at the close of their fiscal year ending in 1996.
    
   
     Like the State, local governments must respond to changing political,
economic and financial influences over which they have little or no control.
Such changes may adversely affect the financial condition of certain local
governments.  For example, the federal government may reduce (or in some
cases eliminate) federal funding of some local programs which, in turn, may
require local governments to fund these expenditures from their own
resources.  It is also possible that the State, New York City, or any of
their respective public authorities may suffer serious financial
difficulties that could jeopardize local access to the public credit
markets, which may adversely affect the marketability of notes and bonds
issued by localities within the State.  Localities may also face
unanticipated problems resulting from certain pending litigation, judicial
decisions and long-range economic trends.  Other large-scale potential
problems, such as declining urban populations, increasing expenditures, and
the loss of skilled manufacturing jobs, may also adversely affect localities
and necessitate State assistance.
    
   
    

                                 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) Boston & Co., AC# 153-3615, Attn: John
     Kacinko, Three Mellon Bank Center, Pittsburgh, PA 15259 (13.77%); (2)
     Laba, Co. c/o LaSalle National Bank, PO Box 1443, Chicago IL 60690-1443
     (8.84%); and (3) Donaldson Lufkin & Jenrette Securities Corp., 227 Park
     Avenue, Floor 23, New York, NY 10172-0003 (5.58%).

     Administrative Shares: (1) Treasurer of State, State of Arkansas, 220
     State Capital, Little Rock, AR 72201-1059 (83.64%); and (2) Boston &
     Co., AIM #153-3615, Attn: John Kacinko, 3 Mellon Bank Center,
     Pittsburgh, PA 15259 (11.56%).

     Investor Shares: (1) Mellon Bank, AIS Pl In-Process Account, Leah
     Orbell, Three Mellon Bank Center Room, 153-2502, Pittsburgh, PA 15259
     (33.38%); (2) Mellon Bank, AIS Pl In-Process Account, Leah Orbell,
     Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (13.23%);
     (3) The National Bank of Indianapolis, Attn: John Thomason Trust
     Operations, 107 North Pennsylvania Street, STE 700, Indianapolis, IN
     46204-2423 (6.93%); (4) BONY Western Trust Company, TTEE For McClatchy
     Newspapers Restated Deferred Comp & Investment Plan, 550 Kearny Street,
     San Francisco, CA 94108-2527 (5.69%); (5) Mellon Bank NA, Capital
     Markets Customers, Cindy Kieffer, One Mellon Bank Center, Room 151-
     0440, Pittsburgh, PA 15258-0001 (5.42%); and (6) Ottawa & Co., Grand
     Bank Trust Department, 126 Ottawa Avenue NW, Grand Rapids, MI 49503-
     2829 (5.36%).

     Participant Shares: (1) Saturn & Co., c/o Investors Bank & Trust
     Company, Mail Code FPG 90, PO Box 9130, Boston, MA 02117-90130
     (63.87%); (2) Merrill Merchants Bank, Attn:  Deborah Jordan Chief,
     Chief Financial Officer, PO Box 925, Bangor ME 04402-0925 (8.89%); and
     (3) City National Bank, Fiduciary for Various Accounts Attn: Richard
     Bolokowicz, PO Box 60520, Los Angeles, CA 90060-0520 (8.48%).

Dreyfus Cash Management Plus, Inc.

     Institutional Shares: (1) Mellon Bank NA, Capital Markets Customers,
     Cindy Kieffer, One Mellon Bank Center, Room 151-0440, Pittsburgh PA
     15258-0001 (6.53%); (2) Boston & Co., Attn:  John Kacinko 53-3615, 3
     Mellon Bank Center, Pittsburgh, PA 15259 (6.23%); and (3) Comerica
     Bank, Attn:  Fixed Income 201 W. Fort Street, Floor 3, Detroit, MI
     48226-3230 (6.08%).

     Administrative Shares: (1) Denver Arena Trust Const. Fund,  1225 17th
     Street, Suite 1800, Denver, CO 80202-5535 (28.41%); (2) World Golf
     Foundation Inc., Attn: Josh Lemaster, 21 World Place, Saint Augustine,
     FL 32092-2724 (16.45%); (3) Dental Care Alliance Inc., II, Attn: David
     Nichols, 1343 Main Street Suite 700, Sarasota, FL 34236-5637 (16.36);
     (4) Ira R. Halpern, 10145 Vandalden Avenue, Northridge, CA 91324-1238
     (7.69); and (5) Richard I Katz & Nancy C Katz, JTWROS, 5255 Amesto
     Avenue, Encino, CA 91316-2610 (7.48%).

     Investor Shares: Capital Network Services, Attn: Jena Ruhland, CEO, One
     Bush Street, Floor 11, San Francisco, CA 94104-4425 (7.69%).

     Participant Shares: (1) Republic Bank of California NA, Investment
     Dept., 445 N. Bedford Drive, Floor 2, Beverly Hills, CA 90210-4302
     (35.63%); (2) Chase Mellon Shareholder SVS - ML, FBO Seimons, Attn: Bob
     Lawenfish, Challenge Road, Ridge Field Park, NJ  07660 (20.19%); (3)
     Investment Services Division, 16030 Ventura Boulevard, Encino, CA 91436-
     2789 (13.81%).

Dreyfus Government Cash Management

     Institutional Shares: (1) Norwest Investment Services, Attn:  Sue
     Mancuso, Northstar East Building, 608 2nd Avenue S, Minneapolis, MN
     55402-1916 (5.37%); and (2) Bank One Texas, Attn: Mutual Funds
     Processing, Lower Level 2, 1717 Main Street, Dallas TX 765201-4605
     (5.14%).

     Administrative Shares: (1) STCO, c/o Magna Trust Co, 1 S Church Street,
     Floor 5, Belleville, IL 6220-2237 (79.16%); and (2) Arkansas School
     Board Association, Workers Comp. Account, Attn:  Paulette Walker, 808
     Dr, M.L. King Jr. Drive, Little Rock, AR 72202 (12.33%).

     Investor Shares: (1) Mellon Bank, AIS Pl In-Process Account, Leah
     Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
     (20.80%); (2) Mellon Bank, AIS Pl In-Process Account, Leah Orbell,
     Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (12.65%);
     (3) Hare & Co, c/o Bank of New York, Attn:  Bimal Saha, 1 Wall Street,
     Floor 2, New York, NY 10005-2501 (6.84%); (4) For Exclusive Benefit of
     Customers of FBS Investment Services Inc, 100 South 5th Street, Suite
     1300, Minneapolis, MN 55402-1210 (5.70%); and (5) NBD Bank NA, 1
     Indiana Square, Suite 914, Indianapolis, IN 46266 (5.41%).

     Participant Shares: (1) Saturn & Co, c/o Bank Boston, Attn:  Mutual
     Fund Dept 45-02-93, PO Box 1809, Boston, MA 02105-1809 (80.70%); and
     (2) Prime Property Fund LP, BY CTIC AEA, 1129 20th Street NW, Lobby 100
     Washington, DC 20036-3481 (5.34%).

Dreyfus Government Prime Cash Management

     Institutional Shares: (1) National City Investments Capital Inc., Attn:
     Institutional Operations, 1965 East 6th Street, #3090, Cleveland, OH
     44114-2214 (62.3%); (2) Regional Transportation District, Attn:  Teresa
     L Sedmak, 1600 Blake Street, Denver CO 80202-1324 (11.06%); (3)
     Nationsbanc Montgomery SEC LLC, Money Market Funds Omnibus, 600
     Montgomery Street, Suite 4, San Francisco, CA 94111-2702 (5.84%); and
     (4) Commerce Bank of Kansas City NA, Securities Investment Group, 1000
     Walnut Street, Kansas City, MO 64106-2123 (5.62%).

     Administrative Shares: (1) Crestar Bank, Attn: CSC Operations
     Headquarters 5706, Linda Leslie, 919 East Main Street, Richmond, VA
     23219-4625 (42.86%); (2) Thomas Barger, 130 East End Avenue, New York,
     NY 10028-7553 (22.30%); and (3) Bauger & Co, PO Box 79, New York, NY
     10274-0079 (8.93%).

     Investor Shares: (1) Landers Family Ltd Partner Landers Management LLC
     Gen Part, John Landers Manager, 5812 Highway 5, Benton, AR 72015-6716
     (54,74%); (2) Larry Whitley & Joyce Whitley JT TEN, 610 North Market
     Street, Benton, AR 72015-3740 (26.60%); (3) Association of Arkansas
     Counties, Regular Account, Attn:  Jim Baker, 314 South Victory Street,
     Little Rock, AR 72201-1832 (5.33%); (4) Association of Arkansas
     Counties, Risk Management Fund, Attn:  Jim Baker, 314 South Victory
     Street, Little Rock, AR 72201-1832 (5.33%); and (5) Association of
     Arkansas Counties, Workers  Compensation, Attn:  James H. Baker, 314
     South Victory Street, Little Rock AR 72201-1832 (5.33%).

     Participant Shares: (1) Republic Bank of California NA, Investment
     Dertment., 445 North Bedford Drive, Floor 2, Beverly Hills, CA 90210-
     4302 (95.82%).

Dreyfus Treasury Cash Management

     Institutional Shares:  (1) Boston & Co., Attn: John Kacinko 153-3615, 3
     Mellon Bank Center, Pittsburgh PA 15259 (18.00%); (2) Laba & Company,
     c/o LaSalle National Bank, PO Box 1443, Chicago, IL 60690-1443
     (15.56%); (3) Chase Manhattan Bank NA, GSS As AGT, Attn:  Income
     Services, 4 New York Plaza, Floor 13, New York, NY 10004-2413 (7.21%);
     (4) Boston & Co., Attn:  John Kacinko 153-3615, 3 Mellon Bank Center,
     Pittsburgh, PA 15229 (7.08%); and (5) Boston & Co., Attn:  John Kacinko
     152-3615, 3 Mellon Bank Center, Pittsburgh, PA 15259 (6.62%).

     Administrative Shares: (1) Nationsbanc Montgomery SEC LLC, Money Market
     Funds Omnibus, 600 Montgomery Street, Suite 4, San Francisco, CA 94111-
     2702 (45.47%); (2) Roosth Rentals, PO Box 2019, Tyler, TX 75710-2019
     (23.35%); (3) Sam Roosth Heirs, PO Box 2019, Tyler, TX 75710-2019
     (15.78%); and (4) Ralph Spence Oil Company, Inc., 813 1st PlaceTyler,
     TX 75702-5745 (13.18%).

     Investor Shares: (1) Harris Trust & Savings Bank, Attn: Mutual Fund
     Unit, 111 West Monroe Street, Chicago, IL 60603-4004 (17.70%); (2)
     First Security Bank of Utah, Attn: Money Market Desk, 5416 West Amelia
     Earhart Drive, PO Box 25297, Salt Lake City, UT 84125-0297 (16.16%);
     (3) Mellon Bank, AIS Pl In-Process Account, Invest Products-Theresa
     Wojtczak, 3 Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
     (14.43%); (4) Mellon Bank, AIS Pt In-Process Account, Invest Products-
     Theresa Wojtczak-East, 3 Mellon Bank Center, Room 153-2502, Pittsburgh,
     PA 15259 (9.62%); and (5) Hare & Co, c/o Bank of New York, Attn:  Bimal
     Saha, 1 Wall Street, Floor 2, New York, NY 10005-2501 (7.86%).

     Participant Shares: (1) Wachovia Bank NA, PO Box 3073, 301 North Main
     Street, MC NC-31057, Winston, Salem NC 27150 (57.75%); (2) SYAG, c/o
     Stock Yards Bank & Trust Co., PO Box 32890, Louisville, KY 40232-2890
     (28.36%); and (3) Zions First National Bank, Attn:  Trust Operations
     Department, 600 17th Street #930, Denver, CO 80202-5402; (13.27%).

Dreyfus Treasury Prime Cash Management

     Institutional Shares: (1) Allen & Co., Inc., 711 Fifth Ave., Floor 8,
     New York, NY 10022-3109 (11.82%).

     Administrative Shares: (1) Louis H. Welch & Michu Y Welch TTEES, Louis
     & Michu Welch Fam TR DTD 6/9/95, 49 Belcourt Drive, Newport Beach, CA
     92660-4214 (34.80%); (2) Chinyol Yi Ttee Chinyol & Donna Family Trust
     DTD 5/24/95, 140 Irvine Cove Circle, Laguna Beach, CA 92651-1041
     (30.942%); (3) AFCO Steel Inc., Attn:  Roger Cobb, PO Box 231, Little
     Rock, AZ 72203-0231 (9.67%); (4) Sabine Valley MHMR Center, PO Box
     6800, Longview, TX 75608-6800 (6.92%); (5) Kankakee Bankcorp Inc.,
     Attn:  Ron Walters, 310 South Schuyler Avenue, Kankakee, IL 60901-3812
     (6.16%); and (6) Kyong Hui Ttee Kyong Hui Yi Family Trust DTD 6/19/95 1
     Chadourne CT, Newport Beach, CA 92660-4236 (5.58%).

     Investor Shares: (1) Harris Trust & Savings Bank, Attn:  Mutual Fund
     Unit, 111 West Monroe Street, Chicago, IL 60603-4004 (26.76%); (2) For
     Exclusive Benefit of Customers of FBS Investment Services Inc., 100
     South 5th Street, Suite 1300, Minneapolis, MN 55402-1210 (20.31%); (3)
     Saturn & Co., c/o Investors Bank & Trust Company, Mail Code FPG 90, PO
     Box 9130, Boston, MA 02117-9130 (10.76%); and (4) Kinco & Co., c/o
     Republic National Bank of NY, One Hanson Place, Brooklyn, NY 11243-2900
     (8.95%).

     Participant Shares: (1) Saturn & Co., c/o Investors Bank & Trust
     Company, Mail Code FPG 90, PO Box 9130, Boston, MA 02117-9130 (49.22%);
     and (2) Republic Bank of California NA, 445 North Bedford Drive, Floor
     2, Beverly Hills, CA 90210-4302 (30.19%).

Dreyfus Municipal Cash Management Plus

     Institutional Shares: (1) Northwest Investment Services, Attn:  Sue
     Mancuso, Northstar East Building, 608 2nd Avenue South, Minneapolis, MN
     55402-1916 (14.72%); (2) Suntrust Equitable Securities, Attn:  Center
     3907, Floor 23, 303 Peachtree Street NE, Atlanta, GA 30308-3201
     (13.66%); (3) Comerica Bank, Attn:  Mutual Fund Operations, PO Box
     650282, Dallas, TX 75265-082 (10.25%); (4) Chemical Bank Corporation
     Trust, Attn:  Daniel Mahoney, 450 West 33rd Street, Floor 15, New York,
     NY 10001-2603 (9.96%); (5) Comerica Bank, Attn:  Fixed Income, 201 West
     Fort Street, Floor 3, Detroit, MI 48226-3230 (8.01%); and (6) Banc One
     Capital Corporation, 1717 Mains Street, Dallas, TX 75201-4605 (7.45%).

     Administrative Shares: (1) Premier Mutual Fund Services, Inc., Attn:
     Paul Prescott, 60 State Street, Suite 1300, Boston, MA 02109-1803
     (100%).

     Investor Shares:  (1) Hare & Co., c/o Bank of New York, Attn:  Bimal
     Saha, 1 Wall Street, Floor 2, New York, NY 10005-2501 (35.54%); (2) For
     Exclusive Benefit of Customers of FBS Investment Services Inc., 100
     South 5th Street, Suite 1300, Minneapolis, MN 55402-1210 (21.35%); (3)
     NBD Bank NA, 1 Indiana Square, Suite 914, Indianapolis, IN 46266
     (9.17%) (4) Joseph A Fielden Inc., PO Box 3278, Knoxville, TN 37927-
     3278 (6.47%); and (5) Capital Network Service, Attn:  Donna Howell, 1
     Bush Street, San Francisco, CA 94104-4425 (5.66%).

     Participant Shares: (1) SYAG, Stock Yards Bank & Trust Company, Attn:
     Trust Operations, PO Box 32890, Louisville, KY 40232-2890 (99.32%).

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
     (10.87%); (2) Nationsbank Montgomery SEC LLC, Money Market  Funds
     Omnibus, 600 Montgomery Street, Suite 4, San Francisco, CA 94111-2702
     (9.33%); and (3) Wells Fargo Bank NA, Fund Operations, MAC #0103-174,
     525 Market Street, Floor 17, San Francisco, CA 94105-2708 (5.46%).

     Administrative Shares: (1) John R. Rines & Katherine D. Rines JT WROS,
     55 Scenic Oaks, Bloomfield Hills, MI 489304 (87.79%); and (2) James H
     Van Zant II & Carolan Van Zant JT WROS, 445 Fort Worth Club Building,
     306 West 7th Street, Fort Worth TX 76102-4900 (12.20%).

     Investor Shares: (1) Northern Trust as TTEE FBO Tellabs Operations
     Inc., PO Box 92956, Chicago, IL 60675 (46.20%); (2) Salomon Smith
     Barney Inc., Attn: G. Thomas Lobello, 388 Greenwich Street, New York,
     NY 10013-2375 (21.62%); (3) Boston Safe Deposit & Trust Co. TTEE As Agent-
     Omnibus Account, 1 Cabot Road, Medford, MA 02155-5141 (5.76%);
     and (4) Salomon Smith Barney Inc., Attn: G. Thomas Lobello, 388
     Greenwich Street, New York, NY 10013-2375 (5.3%).

     Participant Shares:  Northern Trust As TTEE FBO Tellabs Operations
     Inc., PO Box 92956, Chicago, IL 60675 (100%).

Dreyfus New York Municipal Cash Management

     Institutional Shares: (1) Nationsbanc Montgomery Sec LLC, Money Market
     Funds Omnibus, 600 Montgomery Street, Suite 4, San Francisco, CA 94111-
     2702 (6.46%).

     Administrative Shares: (1) Premier Mutual Fund Services, Inc., Attn:
     Paul Prescott, 60 State Street, Suite 1300, Boston, MA 02109-1803
     (100%).

     Investor Shares: (1) Ronald M Weiss & Helene A Weiss Jt Ten, 950 Park
     Avenue, New York NY 10028-0320 (69.9%); and (2) SG Cowen  Securities
     Attn:  Tony Bergamaschi, Financial Square, New York, NY 10005-3597
     (12.39%).

     Participant Shares: (1) Carolyn Lundgren, 9 Robin Hill Road, Scarsdale,
     NY 10583-2607 (60.95%); (2) Norman Feinberg, 555 Theodore Fremd Ave.,
     Suite B-304, Rye, NY 10580-1437 (16.77%); and (3) Milton Sokol & Co.
     Inc. 92 Warren Street, New York NY 10007-1004; (6.74%),
    



                           Dreyfus Cash Management

                          PART C. OTHER INFORMATION
                           _________________________
   
    


 Item 23. Exhibits - List
_______   ________________

   

 (A)      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.

 (B)      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.

 (C)      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.

 (D)      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.

 (E)      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.

 (F)      Not Applicable.

 (G)(1)   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.

 (G)(2)   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.

 (H)      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.

 (I)      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.

 (J)      Not Applicable.

 (K)      Not Applicable.

 (L)      Not Applicable.

 (M)      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.

 (N)      Financial Data Schedule.


Item 23.  Exhibits - List (continued)
_______   ___________________________
    

 (O)      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)       Powers of Attorney of Board Members are incorporated
                    by reference to Other Exhibits (a) of Post-Effective
                    Amendment No. 24 to the Registration Statement on Form
                    N-1A, filed on May 29, 1998.

          (b)       Power of Attorney of Officer is incorporated by
                    reference to Other Exhibits (b) of Post-Effective
                    Amendment No.  24 to the Registration Statement on
                    Form N-1A, filed on May 29, 1998.

          (c)       Certificate of Assistant Secretary is incorporated by
                    reference to Other Exhibits (c) of Post-Effective
                    Amendment No. 24 to the Registration Statement on Form
                    N-1A, filed on May 29, 1998.
    
   

Item 24.  Persons Controlled by or under Common Control with Registrant.
_______   ______________________________________________________________
    


          Not Applicable
   

Item 25.   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.
   

Item 25.   Indemnification (continued)
_______ ___________________________
    


          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 26.      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 Investment Advisors, Inc., another
           wholly-owned subsidiary, provides investment management
           services to various pension plans, institutions and
           individuals.
    

<TABLE>
<CAPTION>
   

ITEM 26.  Business and Other Connections of Investment Adviser (continued)

          Officers and Directors of Investment Adviser
<S>                             <C>                                   <C>                      <C>
Name and Position
With Dreyfus                    Other Businesses                      Position Held            Dates

Christopher M. Condron          Mellon Preferred                      Director                 3/96 - 11/96
Chairman of the Board and       Capital Corporation*
Chief Executive Officer
                                TBCAM Holdings, Inc.*                 President                10/97 - 6/98
                                                                      Chairman                 10/97 - 6/98

                                The Boston Company                    Chairman                 1/98 - 6/98
                                Asset Management, LLC*                President                1/98 - 6/98

                                The Boston Company                    President                9/95 - 1/98
                                Asset Management, Inc.*               Chairman                 4/95 - 1/98
                                                                      Chief Executive Officer  4/95 - 4/97

                                Pareto Partners                       Partner Representative   11/95 - 5/97
                                271 Regent Street
                                London, England W1R 8PP

                                Franklin Portfolio Holdings, Inc.*    Director                 1/97 - Present

                                Franklin Portfolio
                                Associates Trust*                     Trustee                  9/95 - 1/97

                                Certus Asset Advisors Corp.**
                                                                      Director                 6/95 - Present

                                The Boston Company of                 Director                 6/95 - 4/96
                                Southern California                   Chief Executive Officer  6/95 - 4/96
                                Los Angeles, CA

                                Mellon Capital Management             Director                 5/95 - Present
                                Corporation***

                                Mellon Bond Associates, LLP+          Executive Committee      1/98 - Present
                                                                      Member


                                Mellon Bond Associates+               Trustee                  5/95 -1/98

                                Mellon Equity Associates, LLP+        Executive Committee      1/98 - Present
                                                                      Member

                                Mellon Equity Associates+             Trustee                  5/95 - 1/98

                                Boston Safe Advisors, Inc.*           Director                 5/95 - Present
                                                                      President                5/95 - Present

                                Access Capital Strategies Corp.       Director                 5/95 - 1/97
                                124 Mount Auburn Street
                                Suite 200 North
                                Cambridge, MA 02138

                                Mellon Bank, N.A. +                   Chief Operating Officer  3/98 - Present
                                                                      President                3/98 - Present
                                                                      Vice Chairman            11/94 - Present

Christopher M. Condron          Mellon Bank Corporation+              Chief Operating Officer  1/99 - Present
Chairman and Chief                                                    President                1/99 - Present
Executive                                                             Director                 1/98 - Present
Officer (Continued)                                                   Vice Chairman            11/94 - 1/99

                                The Boston Company Financial          Director                 4/94- 8/96
                                Services, Inc.*                       President                4/94 - 8/96

                                The Boston Company, Inc.*             Vice Chairman            1/94 - Present
                                                                      Director                 5/93 - Present

                                Laurel Capital Advisors, LLP+         Exec. Committee          1/98 - Present
                                                                      Member

                                Laurel Capital Advisors+              Trustee                  10/93 - 1/98

                                Boston Safe Deposit and Trust         Chairman                 3/93 - 2/96
                                Company of CA                         Chief Executive Officer  6/93 - 2/96
                                Los Angeles, CA                       Director                 6/89 - 2/96

                                MY, Inc.*                             President                9/91 - 3/96
                                                                      Director                 9/91 - 3/96

                                Reco, Inc.*                           President                8/91 - 11/96
                                                                      Director                 8/91 - 11/96

                                Boston Safe Deposit and Trust         Director                 6/89 - 2/96
                                Company of NY
                                New York, NY

                                Boston Safe Deposit and Trust         President                9/89 - 6/96
                                Company*                              Director                 5/93 -Present

                                The Boston Company Financial          President                6/89 - Present
                                Strategies, Inc. *                    Director                 6/89 - Present

                                The  Boston Company Financial         President                6/89 - 1/97
                                Strategies Group, Inc. *              Director                 6/89- 1/97

Mandell L. Berman               Self-Employed                         Real Estate Consultant,  11/74 - Present
Director                        29100 Northwestern Highway            Residential Builder and
                                Suite 370                             Private Investor
                                Southfield, MI 48034

Burton C. Borgelt               DeVlieg Bullard, Inc.                 Director                 1/93 - Present
Director                        1 Gorham Island
                                Westport, CT 06880

                                Mellon Bank Corporation+              Director                 6/91 - Present

                                Mellon Bank, N.A. +                   Director                 6/91 - Present

                                Dentsply International, Inc.          Director                 2/81 - Present
                                570 West College Avenue               Chief Executive Officer  2/81 - 12/96
                                York, PA                              Chairman                 3/89 - 1/96

Stephen E. Canter               Dreyfus Investment                    Chairman of the Board    1/97 - Present
President, Chief Operating      Advisors, Inc.++                      Director                 5/95 - Present
Officer, Chief Investment                                             President                5/95 - Present
Officer, and Director
                                Founders Asset Management, LLC        Acting Chief Executive   7/98 - 12/98
                                2930 East Third Ave.                  Officer
                                Denver, CO 80206

                                The Dreyfus Trust Company+++          Director                 6/95 - Present

Thomas F. Eggers                Dreyfus Service Corporation++         Executive Vice President 4/96 - Present
Vice Chairman - Institutional                                         Director                 9/96 - Present
and Director

Steven G. Elliott               Mellon Bank Corporation+              Senior Vice Chairman     1/99 - Present
Director                                                              Chief Financial Officer  1/90 - Present
                                                                      Vice Chairman            6/92 - 1/99
                                                                      Treasurer                1/90 - 5/98

                                Mellon Bank, N.A.+                    Senior Vice Chairman     3/98 - Present
                                                                      Vice Chairman            6/92 - 3/98
                                                                      Chief Financial Officer  1/90 - Present

                                Mellon EFT Services Corporation       Director                 10/98 - Present
                                Mellon Bank Center, 8th Floor
                                1735 Market Street
                                Philadelphia, PA 19103

                                Mellon Financial Services             Director                 1/96 - Present
                                Corporation #1                        Vice President           1/96 - Present
                                Mellon Bank Center, 8th Floor
                                1735 Market Street
                                Philadelphia, PA 19103

                                Boston Group Holdings, Inc.*          Vice President           5/93 - Present

                                APT Holdings Corporation              Treasurer                12/87 - Present
                                Pike Creek Operations Center
                                4500 New Linden Hill Road
                                Wilmington, DE 19808

                                Allomon Corporation                   Director                 12/87 - Present
                                Two Mellon Bank Center
                                Pittsburgh, PA 15259

                                Collection Services Corporation       Controller               10/90 - Present
                                500 Grant Street                      Director                 9/88 - Present
                                Pittsburgh, PA 15258                  Vice President           9/88 - Present
                                                                      Treasurer                9/88 - Present

                                Mellon Financial Company+             Principal Exec. Officer  1/88 - Present
                                                                      Chief Financial Officer  8/87 - Present
                                                                      Director                 8/87 - Present
                                                                      President                8/87 - Present

                                Mellon Overseas Investments           Director                 4/88 - Present
                                Corporation+                          Chairman                 7/89 - 11/97
                                                                      President                4/88 - 11/97
                                                                      Chief Executive Officer  4/88 - 11/97

                                Mellon International Investment       Director                 9/89 - 8/97
                                Corporation+

                                Mellon Financial Services             Treasurer                12/87 - Present
                                Corporation # 5+

Lawrence S. Kash                Dreyfus Investment                    Director                 4/97 - Present
Vice Chairman                   Advisors, Inc.++
And Director
                                Dreyfus Brokerage Services, Inc.      Chairman                 11/97 - Present
                                401 North Maple Ave.                  Chief Executive Officer  11/97 - Present
                                Beverly Hills, CA

                                Dreyfus Service Corporation++         Director                 1/95 - Present
                                                                      President                9/96 - Present

                                Dreyfus Precious Metals, Inc.++ +     Director                 3/96 - 12/98
                                                                      President                10/96 - 12/98

                                Dreyfus Service                       Director                 12/94 - Present
                                Organization, Inc.++                  President                1/97 - Present
                                                                      Executive Vice President 12/94 - 1/97

                                Seven Six Seven Agency, Inc. ++       Director                 1/97 - Present

                                Dreyfus Insurance Agency of           Chairman                 5/97 - Present
                                Massachusetts, Inc.++++               President                5/97 - Present
                                                                      Director                 5/97 - Present

                                The Dreyfus Trust Company+++          Chairman                 1/97 - Present
                                                                      President                2/97 - Present
                                                                      Chief Executive Officer  2/97 - Present
                                                                      Director                 12/94 - Present

                                The Dreyfus Consumer Credit           Chairman                 5/97 - Present
                                Corporation++                         President                5/97 - Present
                                                                      Director                 12/94 - Present

                                The Boston Company Advisors*          Chairman                 8/93 - 11/95

                                The Boston Company Advisors,          Chairman                 12/95 - Present
                                Inc.                                  Chief Executive Officer  12/95 - Present
                                Wilmington, DE                        President                12/95 - Present

                                Cornice Acquisition                   Board of Managers        12/97 - Present
                                Company, LLC
                                Denver, CO

                                The Boston Company, Inc.*             Director                 5/93 - Present
                                                                      President                5/93 - Present

                                Mellon Bank, N.A.+                    Executive Vice President 2/92 - Present

                                Laurel Capital Advisors, LLP+         President                12/91 - Present
                                                                      Executive Committee      12/91 - Present
                                                                      Member

                                Boston Group Holdings, Inc.*          Director                 5/93 - Present
                                                                      President                5/93 - Present

Martin G. McGuinn               Mellon Bank Corporation+              Chairman                 1/99 - Present
Director                                                              Chief Executive Officer  1/99 - Present
                                                                      Director                 1/98 - Present
                                                                      Vice Chairman            1/90 - 1/99

Martin G. McGuinn               Mellon Bank, N. A. +                  Chairman                 3/98 - Present
Director (Continued)                                                  Chief Executive Officer  3/98 - Present
                                                                      Director                 1/98 - Present
                                                                      Vice Chairman            1/90 - 1/99

                                Mellon Leasing Corporation+           Vice Chairman            12/96 - Present

                                Mellon Bank (DE) National             Director                 4/89 - 12/98
                                Association
                                Wilmington, DE

                                Mellon Bank (MD) National             Director                 1/96 - 4/98
                                Association
                                Rockville, Maryland

                                Mellon Financial                      Vice President           9/86  - 10/97
                                Corporation (MD)
                                Rockville, Maryland

J. David Officer                Dreyfus Service Corporation++         Executive Vice President 5/98 - Present
Vice Chairman
And Director                    Dreyfus Insurance Agency of           Director                 5/98 - Present
                                Massachusetts, Inc.++++

                                Seven Six Seven Agency, Inc.++        Director                 10/98 - Present

                                Mellon Residential Funding Corp. +    Director                 4/97 - Present

                                Mellon Trust of Florida, N.A.         Director                 8/97 - Present
                                2875 Northeast 191st Street
                                North Miami Beach, FL 33180

                                Mellon Bank, NA+                      Executive Vice President 7/96 - Present

                                The Boston Company, Inc.*             Vice Chairman            1/97 - Present
                                                                      Director                 7/96 - Present

                                Mellon Preferred Capital              Director                 11/96 - Present
                                Corporation*

                                RECO, Inc.*                           President                11/96 - Present
                                                                      Director                 11/96 - Present

                                The Boston Company Financial          President                8/96 - Present
                                Services, Inc.*                       Director                 8/96 - Present

                                Boston Safe Deposit and Trust         Director
                                Company*                              President                7/96 - Present
                                                                      Executive Vice President 7/96 - 1/99
                                                                                               1/91 - 7/96
                                Mellon Trust of New York              Director
                                1301 Avenue of the Americas                                    6/96 - Present
                                New York, NY 10019

                                Mellon Trust of California            Director                 6/96 - Present
                                400 South Hope Street
                                Suite 400
                                Los Angeles, CA 90071

J. David Officer                Mellon Bank, N.A.+                    Executive Vice President 2/94 - Present
Vice Chairman and
Director (Continued)            Mellon United National Bank           Director                 3/98 - Present
                                1399 SW 1st Ave., Suite 400
                                Miami, Florida

                                Boston Group Holdings, Inc.*          Director                 12/97 - Present

                                Dreyfus Financial Services Corp. +    Director                 9/96 - Present

                                Dreyfus Investment Services           Director                 4/96 - Present
                                Corporation+

Richard W. Sabo                 Founders Asset Management LLC         President                12/98 - Present
Director                        2930 East Third Avenue                Chief Executive Officer  12/98 - Present
                                Denver, CO. 80206

                                Prudential Securities                 Senior Vice President    07/91 - 11/98
                                New York, NY                          Regional Director        07/91 - 11/98

Richard F. Syron                American Stock Exchange               Chairman                 4/94 - Present
Director                        86 Trinity Place                      Chief Executive Officer  4/94 - Present
                                New York, NY 10006

Ronald P. O'Hanley              Franklin Portfolio Holdings, Inc.*    Director                 3/97 - Present
Vice Chairman
                                TBCAM Holdings, Inc.*                 Chairman                 6/98 - Present
                                                                      Director                 10/97 - Present

                                The Boston Company Asset              Chairman                 6/98 - Present
                                Management, LLC*                      Director                 1/98 - 6/98

                                The Boston Company Asset              Director                 2/97 - 12/97
                                Management, Inc. *

                                Boston Safe Advisors, Inc. *          Chairman                 6/97 - Present
                                                                      Director                 2/97 - Present

                                Pareto Partners                       Partner Representative   5/97 - Present
                                271 Regent Street
                                London, England W1R 8PP

                                Mellon Capital Management             Director                 5/97 -Present
                                Corporation***

                                Certus Asset Advisors Corp.**         Director                 2/97 - Present

                                Mellon Bond Associates+               Trustee                  2/97 - Present
                                                                      Chairman                 2/97 - Present

                                Mellon Equity Associates+             Trustee                  2/97 - Present
                                                                      Chairman                 2/97 - Present

                                Mellon-France Corporation+            Director                 3/97 - Present

                                Laurel Capital Advisors+              Trustee                  3/97 - Present

Ronald P. O'Hanley              McKinsey & Company, Inc.              Partner                  8/86 - 2/97
Vice Chairman (Continued)       Boston, MA

Mark N. Jacobs                  Dreyfus Investment                    Director                 4/97 -Present
General Counsel,                Advisors, Inc.++                      Secretary                10/77 - 7/98
Vice President, and
Secretary                       The Dreyfus Trust Company+++          Director                 3/96 - Present

                                The TruePenny Corporation++           President                10/98 - Present
                                                                      Director                 3/96 - Present

                                Lion Management, Inc.++               Director                 1/88 - 10/96
                                                                      Vice President           1/88 - 10/96
                                                                      Secretary                1/88 - 10/96

                                The Dreyfus Consumer Credit           Secretary                4/83 - 3/96
                                Corporation++

                                Dreyfus Service                       Director                 3/97 - Present
                                Organization, Inc.++                  Assistant Secretary      4/83 -3/96

                                Major Trading Corporation++           Assistant Secretary      5/81 - 8/96

William H. Maresca              The Dreyfus Trust Company+++          Director                 3/97 - Present
Controller
                                Dreyfus Service Corporation++         Chief Financial Officer  12/98 - Present

                                Dreyfus Consumer Credit Corp.++       Treasurer                10/98 - Present

                                Dreyfus Investment                    Treasurer                10/98 - Present
                                Advisors, Inc. ++

                                Dreyfus-Lincoln, Inc.                 Vice President           10/98 - Present
                                4500 New Linden Hill Road
                                Wilmington, DE 19808

                                The TruePenny Corporation++           Vice President           10/98 - Present

                                Dreyfus Precious Metals, Inc.+++      Treasurer                10/98 - 12/98

                                The Trotwood Corporation++            Vice President           10/98 - Present

                                Trotwood Hunters Corporation++        Vice President           10/98 - Present

                                Trotwood Hunters Site A Corp. ++      Vice President           10/98 - Present

                                Dreyfus Transfer, Inc.                Chief Financial Officer  5/98 - Present
                                One American Express Plaza,
                                Providence, RI 02903

                                Dreyfus Service                       Assistant  Treasurer     3/93 - Present
                                Organization, Inc.++

                                Dreyfus Insurance Agency of           Assistant Treasurer      5/98 - Present
                                Massachusetts, Inc.++++

William T. Sandalls, Jr.        Dreyfus Transfer, Inc.                Chairman                 2/97 - Present
Executive Vice President        One American Express Plaza,
                                Providence, RI 02903

William T. Sandalls, Jr.        Dreyfus Service Corporation++         Director                 1/96 - Present
Executive Vice President                                              Treasurer                1/96 - 2/97
(Continued)                                                           Executive Vice President 2/97 - Present
                                                                      Chief Financial Officer  2/97 - 12/98

                                Dreyfus Investment                    Director                 1/96 - Present
                                Advisors, Inc.++                      Treasurer                1/96 - 10/98

                                Dreyfus-Lincoln, Inc.                 Director                 12/96 - Present
                                4500 New Linden Hill Road             President                1/97 - Present
                                Wilmington, DE 19808

                                Dreyfus Acquisition Corporation++     Director VP and CFO      1/96 - 8/96
                                                                      Vice President           1/96 - 8/96
                                                                      Chief Financial Officer  1/96 - 8/96

                                Lion Management, Inc.++               Director                 1/96 - 10/96
                                                                      President                1/96 - 10/96

                                Seven Six Seven Agency, Inc.++        Director                 1/96 - 10/98
                                                                      Treasurer                10/96 - 10/98

                                The Dreyfus Consumer                  Director                 1/96 - Present
                                Credit Corp.++                        Vice President           1/96 - Present
                                                                      Treasurer                1/97 - 10/98

                                Dreyfus Partnership                   President                1/97 - 6/97
                                Management, Inc.++                    Director                 1/96 - 6/97

                                Dreyfus Service Organization,         Director                 1/96 - 6/97
                                Inc.++                                Executive Vice President 1/96 - 6/97
                                                                      Treasurer                10/96 - Present

                                Dreyfus Insurance Agency of           Director                 5/97 - Present
                                Massachusetts, Inc.++++               Treasurer                5/97 - Present
                                                                      Executive Vice President 5/97 - Present

                                Major Trading Corporation++           Director                 1/96 - 8/96
                                                                      Treasurer                1/96 - 8/96

                                The Dreyfus Trust Company+++          Director                 1/96 - 4/97
                                                                      Treasurer                1/96 - 4/97
                                                                      Chief Financial Officer  1/96 - 4/97

                                Dreyfus Personal                      Director                 1/96 - 4/97
                                Management, Inc.++                    Treasurer                1/96 - 4/97


Patrice M. Kozlowski            None
Vice President - Corporate
Communications

Mary Beth Leibig                None
Vice President -
Human Resources

Andrew S. Wasser                Mellon Bank Corporation+              Vice President           1/95 - Present
Vice President -
Information Systems

Theodore A. Schachar            Dreyfus Service Corporation++         Vice President -Tax      10/96 - Present
Vice President - Tax
                                Dreyfus Investment Advisors, Inc.++   Vice President - Tax     10/96 - Present

                                Dreyfus Precious Metals, Inc. +++     Vice President - Tax     10/96 - 12/98

                                Dreyfus Service Organization, Inc.++  Vice President - Tax     10/96 - Present

Wendy Strutt                    None
Vice President

Richard Terres                  None
Vice President

James Bitetto                   The TruePenny Corporation++           Secretary                9/98 - Present
Assistant Secretary
                                Dreyfus Service Corporation++         Assistant Secretary      8/98 - Present

                                Dreyfus Investment                    Assistant Secretary      7/98 - Present
                                Advisors, Inc.++

                                Dreyfus Service                       Assistant Secretary      7/98 - Present
                                Organization, Inc.++

Steven F. Newman                Dreyfus Transfer, Inc.                Vice President           2/97 - Present
Assistant Secretary             One American Express Plaza            Director                 2/97 - Present
                                Providence, RI 02903                  Secretary                2/97 - Present

                                Dreyfus Service                       Secretary                7/98 - Present
                                Organization, Inc.++                  Assistant Secretary      5/98 - 7/98


_______________________________
*   The address of the business so indicated is One Boston Place, Boston,
    Massachusetts, 02108.
**  The address of the business so indicated is One Bush Street, Suite 450, San
    Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000,
    San Francisco, California 94105.
+   The address of the business so indicated is One Mellon Bank Center,
    Pittsburgh, Pennsylvania 15258.
++  The address of the business so indicated is 200 Park Avenue, New York, New
    York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard,
    Uniondale, New York 11556-0144.
++++The address of the business so indicated is 53 State Street, Boston,
    Massachusetts 02109
    


</TABLE>

   

Item 27.  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 Funds
     23)    Dreyfus Growth and Income Fund, Inc.
     24)    Dreyfus Growth and Value Funds, Inc.
     25)    Dreyfus Growth Opportunity Fund, Inc.
     26)    Dreyfus Debt and Equity Funds
     27)    Dreyfus Index Funds, Inc.
     28)    Dreyfus Institutional Money Market Fund
     29)    Dreyfus Institutional Preferred Money Market Fund
     30)    Dreyfus Institutional Short Term Treasury Fund
     31)    Dreyfus Insured Municipal Bond Fund, Inc.
     32)    Dreyfus Intermediate Municipal Bond Fund, Inc.
     33)    Dreyfus International Funds, Inc.
     34)    Dreyfus Investment Grade Bond Funds, Inc.
     35)    Dreyfus Investment Portfolios
     36)    The Dreyfus/Laurel Funds, Inc.
     37)    The Dreyfus/Laurel Funds Trust
     38)    The Dreyfus/Laurel Tax-Free Municipal Funds
     39)    Dreyfus LifeTime Portfolios, Inc.
     40)    Dreyfus Liquid Assets, Inc.
     41)    Dreyfus Massachusetts Intermediate Municipal Bond Fund
     42)    Dreyfus Massachusetts Municipal Money Market Fund
     43)    Dreyfus Massachusetts Tax Exempt Bond Fund
     44)    Dreyfus MidCap Index Fund
     45)    Dreyfus Money Market Instruments, Inc.
     46)    Dreyfus Municipal Bond Fund, Inc.
     47)    Dreyfus Municipal Cash Management Plus
     48)    Dreyfus Municipal Money Market Fund, Inc.
     49)    Dreyfus New Jersey Intermediate Municipal Bond Fund
     50)    Dreyfus New Jersey Municipal Bond Fund, Inc.
     51)    Dreyfus New Jersey Municipal Money Market Fund, Inc.
     52)    Dreyfus New Leaders Fund, Inc.
     53)    Dreyfus New York Insured Tax Exempt Bond Fund
     54)    Dreyfus New York Municipal Cash Management
     55)    Dreyfus New York Tax Exempt Bond Fund, Inc.
     56)    Dreyfus New York Tax Exempt Intermediate Bond Fund
     57)    Dreyfus New York Tax Exempt Money Market Fund
     58)    Dreyfus U.S. Treasury Intermediate Term Fund
     59)    Dreyfus U.S. Treasury Long Term Fund
     60)    Dreyfus 100% U.S. Treasury Money Market Fund
     61)    Dreyfus U.S. Treasury Short Term Fund
     62)    Dreyfus Pennsylvania Intermediate Municipal Bond Fund
     63)    Dreyfus Pennsylvania Municipal Money Market Fund
     64)    Dreyfus Premier California Municipal Bond Fund
     65)    Dreyfus Premier Equity Funds, Inc.
     66)    Dreyfus Premier International Funds, Inc.
     67)    Dreyfus Premier GNMA Fund
     68)    Dreyfus Premier Worldwide Growth Fund, Inc.
     69)    Dreyfus Premier Municipal Bond Fund
     70)    Dreyfus Premier New York Municipal Bond Fund
     71)    Dreyfus Premier State Municipal Bond Fund
     72)    Dreyfus Premier Value Fund
     73)    Dreyfus Short-Intermediate Government Fund
     74)    Dreyfus Short-Intermediate Municipal Bond Fund
     75)    The Dreyfus Socially Responsible Growth Fund, Inc.
     76)    Dreyfus Stock Index Fund, Inc.
     77)    Dreyfus Tax Exempt Cash Management
     78)    The Dreyfus Third Century Fund, Inc.
     79)    Dreyfus Treasury Cash Management
     80)    Dreyfus Treasury Prime Cash Management
     81)    Dreyfus Variable Investment Fund
     82)    Dreyfus Worldwide Dollar Money Market Fund, Inc.
     83)    Founders Funds, Inc.
     84)    General California Municipal Bond Fund, Inc.
     85)    General California Municipal Money Market Fund
     86)    General Government Securities Money Market Fund, Inc.
     87)    General Money Market Fund, Inc.
     88)    General Municipal Bond Fund, Inc.
     89)    General Municipal Money Market Funds, Inc.
     90)    General New York Municipal Bond Fund, Inc.
     91)    General New York Municipal Money Market 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 Chief         Treasurer
                       Compliance Officer

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

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

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

William J. Nutt+       Chairman of the Board              None

Patrick W. McKeon+     Vice President                     None

Joseph A. Vignone+     Vice President                     None


________________________________
 +  Principal business address is 60 State Street, Boston, Massachusetts
    02109.
   

Item 28.   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 29.   Management Services
_______    ___________________
    


           Not Applicable
   

Item 30.   Undertakings
_______    ____________
    


              None


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

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 29th day of March, 1999.
    


                    DREYFUS CASH MANAGEMENT

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

     Pursuant to the requirements of the Securities Act of 1933, 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         03/29/99
- --------------------------      (Principal Executive, Financial
Marie E. Connolly               and Accounting Officer)

/s/Joseph S. DiMartino*
- --------------------------      Trustee                          03/29/99
Joseph S. DiMartino

/s/David W. Burke*              Trustee                          03/29/99
- --------------------------
David W. Burke

/s/Isabel P. Dunst*             Trustee                          03/29/99
- --------------------------
Isabel P. Dunst

/s/Lyle E. Gramley*             Trustee                          03/29/99
- --------------------------
Lyle E. Gramley

/s/Warren B. Rudman*            Trustee                          03/29/99
- --------------------------
Warren B. Rudman


*BY:     /s/Stephanie Pierce
         ______________________
         Stephanie Pierce
         Attorney-in-Fact






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